F-1

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TABLE OF CONTENTS
WOWO LIMITED

As filed with the Securities and Exchange Commission on January 9, 2015

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wowo Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) 7379
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Third Floor, Chuangxin Building
No. 18 Xinxi Road, Haidian District, Beijing
People's Republic of China
(8610) 5906 5200
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Julian Lin Jones Day 31st Floor. Edinburgh Tower, the Landmark 15 Queen's Road Central Hong Kong (852) 3189-7282	Andrew P. Gilbert, Esq. David C. Schwartz, Esq. DLA Piper LLP (US) 51 John F. Kennedy Parkway, Suite 120 Short Hills, New Jersey 07078-2704 (973) 520-2550

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(3)	Amount of registration fee
Ordinary Shares(1)(2)	US$40,000,000	US$4,648

(1)

Includes                    ordinary shares that may be purchased by the underwriters to cover over-allotments, if any. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(2)

American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-            ). Each American depositary share represents                ordinary shares.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated                        , 2015

Wowo Limited

                American Depositary Shares
Representing        Ordinary Shares

        This is the initial public offering of American Depositary Shares, or ADSs, of Wowo Limited. Each ADS represents the right to receive             ordinary shares, par value US$0.00001 per share. The ADSs may be evidenced by American Depositary Receipts, or ADRs.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We anticipate the initial public offering price per ADS will be between US$      and US$      . We have applied to have the ADSs listed on the Nasdaq Global Market under the symbol "WOWO".

        The offering price to the public will be determined by negotiation between us and Axiom Capital Management, Inc. (the "Underwriter"), but will be fixed prior to the commencement of the offering by the Underwriter. We anticipate that the offering will be on a "best efforts" basis and that the Underwriter will not be required to sell any specific number or dollar amount of our ADSs but will use its best efforts to sell the ADSs offered. Delivery of the ADSs will be made as soon as practicable after the effective date of this Registration Statement. We have not made any arrangements to place the funds in an escrow, trust, or similar account. Please see the "Plan of Distribution" section for more information.

        We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements.

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 16.

Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions(1)	US$	US$
Proceeds to Wowo Limited (before expenses)	US$	US$

(1)

See "Underwriting" for a description of compensation payable to the underwriters.

        We have granted the underwriters a 45-day option to purchase up to an additional            ADSs to cover over-allotments at the initial public offering price less underwriting discounts and commissions. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be US$            and our total proceeds, before expenses, will be US$            .

        The underwriters expect to deliver the ADSs to purchasers on or about            , 2015.

The date of this prospectus is            , 2015.

TABLE OF CONTENTS

Prospectus Summary	1
The Offering	11
Summary Consolidated Financial and Operating Data	13
Risk Factors	16
Special Note Regarding Forward-looking Statements	57
Use of Proceeds	58
Dividend Policy	59
Capitalization	60
Dilution	61
Enforcement of Civil Liabilities	63
Our History and Corporate Structure	65
Selected Consolidated Financial and Operating Data	70
Management's Discussion and Analysis of Financial Condition and Results of Operations	74
Industry Overview	105
Our Business	113
Regulations	130
Management	141
Principal Shareholders	149
Related Party Transactions	151
Description of Share Capital	153
Description of American Depositary Shares	166
Shares Eligible for Future Sales	177
Taxation	179
Underwriting	188
Expenses Related to this Offering	195
Legal Matters	196
Experts	196
Where You Can Find More Information	197
Index to Financial Statements	F-1

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorized to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Unless otherwise stated, all amounts reported in this prospectus are in U.S. Dollars ($).

Neither we nor the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Through and including                        , 2015 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. The industry data discussed herein and elsewhere in this prospectus are primarily sourced from "2014 China Comprehensive Local Lifestyle E-Commerce Report" that we commissioned from iResearch Consulting Group, or iResearch. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision.

Our Goal

        Our goal is to make direct interaction possible between local lifestyle merchants and their target customers through unique offerings. We help local customers discover food, shops, activities and events near the places where they live and work, while supporting local merchants to grow their businesses exponentially and raise awareness of their brands.

Overview

        We operate one of China's leading third-party e-commerce platforms, focusing on local entertainment and lifestyle services such as restaurants, movie theaters and beauty salons. We do not compete with our merchant clients by offering our own goods and services nor do we keep inventory of any merchandise. Our unique platform allows local merchants to customize and manage their online stores, make direct sales to their target customers and process a large volume of online sales for consumption at their brick and mortar stores. According to iResearch, our platform represents the largest e-commerce platform for local lifestyle services in terms of number of merchants and registered users as of June 30, 2014. As of September 30, 2014, we have also established a nationwide network of merchant service centers to support local businesses in 150 major cities and population centers across China.

        Our platform consists of an e-commerce website, "WoWo Mall", a mobile commerce infrastructure, "WoWo Mobile", and an electronic management system, "WoWo EMS". The three components of our platform are designed to create an integrated network that enhances the interaction between businesses and consumers that reinforces brand awareness and fosters repeat customers for our merchant clients.

        Our "WoWo Mall" website located at 55.com is used to promote and market our company's brand eminence and complete e-service platform by exhibiting our merchant client's online stores and introduce certain selected services and products. Potential customers may then be directed to 55tuan.com to obtain information on the latest attractive offerings available through such merchants. We began our business as a group buying website under the brand "WoWo Buy" located at 55tuan.com in March 2010. We quickly found that the group buying business model did not fully meet the needs of local service providers. While the group buying business model often helps merchants increase their sales by selling extra capacity, we believe it does not, as a stand-alone offering, significantly promote brand awareness for the merchants or create customer loyalty to the merchants. Merchants also face additional margin pressure from the fees charged by these group buying sites that could further erode their margin. For example, flash sales conducted by third-party group buying websites often promote the brands of the websites over the brands of the merchants. At the same time, local merchants continue to have limited branding power or control over the marketing direction. By June 2012, we augmented our WoWo Buy model with our promotional portal at 55.com to complete our WoWo Mall. WoWo Mall not only permits merchants to establish their own online stores, it also allows the merchants to increase their branding power by providing them with customizable features to establish the look and feel they want to be associated with their brands. In the third quarter of 2014, we hosted and provided operating services to over 100,000 local entertainment and lifestyle merchants on our websites.

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        Our "WoWo Mobile" services focus on enhancing the real time interactions between consumers' mobile devices and our e-commerce platform. Since most local merchants in China have a geographic coverage of only a few miles around their brick and mortar stores, location-based search result is the best way to provide local merchants with access to instant potential customers within a few miles around their stores. As of September 30, 2014, we had 17.3 million activated WoWo Mobile App installed on mobile devices. We believe a significant portion of our nationwide subscriber base can still be converted to mobile users, which will continue to facilitate the expansion of our mobile commerce business with low subscriber acquisition and retention costs. As of September 30, 2014, approximately 64% of our monthly gross billings were derived from mobile device transactions. In July 2014, we launched our latest "WoWo Merchant App", a customized storefront on mobile devices that integrates reservations, payment, special promotions, membership management and other features which enables local merchants to directly self-manage their marketing and sales campaign on mobile devices.

        Our "WoWo EMS" is a proprietary electronic management system designed for the local merchants. WoWo EMS provides linkage to our central server and facilitates a number of back-office services to our merchant clients. Through WoWo EMS, our merchant clients may also instantly communicate with the WoWo Mobile App utilized by our retail customers. This extends the capabilities of WoWo Mobile by providing our merchant clients with additional customer relationship management tools, such as sending follow-on promotional messages to customers with identifiable purchasing habits.

        We believe our focus in helping local merchants to promote their own brands distinguishes our platform from other e-commerce providers in China. With the technical support available through 150 service centers and over 2,000 merchant service representatives, we have empowered local merchants with limited resources to create sophisticated online branding campaigns and offer better integration of their online and offline resources. With the promotional power of our WoWo Mall, the ability to capture mobile consumers through WoWo Mobile and the specialized electronic management system of our WoWo EMS, we believe we are uniquely positioned to fulfill the needs of local merchants and can be the trusted one-stop e-commerce platform for them.

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Our Value Proposition

Merchants choose us for our:

•

Affordable and effective e-commerce platform.  We offer both online and mobile commerce platform for local lifestyle merchants to build their online and mobile presence. Our platform helps merchants remain competitive in gaining and retaining the new generation of internet and mobile consumers.

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Ability to customize promotions.  Our platform empowers the traditional merchants to run special promotions on a real-time basis to create better offering packages and conduct targeted marketing. We also allow our merchant clients to reach a broader customer base in a way that cannot be achieved through traditional media or offline marketing.

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Brand building and cost effectiveness.  Our merchant service representatives help local merchants bring their business online and promote their own brands. Our online store platform is designed as an online place where merchants can distinguish their own brand identities and customize their image and brand awareness. We also do not compete with the merchants to sell services like group buying sites.

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Complete cost-effective and integrated infrastructure.  Merchants not only build their storefronts online; they can also rely on our platform for a range of essential support services to operate their businesses. These include integration of online reservation payment system, management of customer orders and relationships, data analysis, availability of mobile app to conduct mobile commerce and direct assistance by live personal merchant service representatives.

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Broad network of relevant location-based customers.  Our platform enables local merchants to access a large number of prospective consumers from our existing customer base that seek local lifestyle services through our precise, location-based searches.

Consumers choose us for our:

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Personalization.  Our platform is designed to provide a massive amount of local information that consumers can quickly and effectively view and search. Our data analysis and management capabilities allow us to anticipate consumers' needs and tailor the service offering displays to match the consumer with the most relevant merchants and information.

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Compelling mobile experience.  Our WoWo Mobile App makes it easy for consumers to access our WoWo Mall through smart phones and mobile devices. Location-based services and other mobile functionalities drive a higher level of user engagement.

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Up-to-date interconnectivity to the merchants.  Customers have the option to install only the WoWo Merchant Apps of the stores that they desire or frequent and receive tailored promotion, interact with the merchant and make reservations. The convenience exceeds traditional membership cards.

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Delightful shopping experience.  We believe that our marketplaces deliver a delightful shopping experience to consumers. The simple and clear layout of our WoWo Mall, the bargains available from the online stores and our optimized search capabilities allow consumers to easily browse and find the suitable service provider at the ideal location.

        We have two major revenue sources: (i) storefront fees for a limited category of merchants that have opened online stores with us through WoWo Mall, and (ii) commissions on sales made by merchant clients through the use of WoWo Coupons in our e-commerce platform. We have experienced rapid growth in recent years. Our net revenues were US$27.8 million and US$36.3 million for the years ended December 31, 2012 and 2013, respectively, including storefront fees of US$2.8 million and US$10.0 million, respectively. At the same time, our net loss decreased from US$39.0 million to

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US$32.2 million for the years ended December 31, 2012 and 2013, respectively. For the nine months ended September 30, 2013 and 2014, our net revenue was US$27.6 million and US$20.6 million, respectively, including storefront fees of US$6.7 million and US$7.3 million, respectively. At the same time, our net loss was US$21.1 million and US$32.4 million for the nine months ended September 30, 2013 and 2014, respectively. We have incurred significant expenses to achieve our current economy of scale and build a premier platform, including establishing 150 service centers and promoting our "WoWo" brand across the major cities and population centers in China. However, we believe that our current cash balance, anticipated cash flows from operations, proceeds from this offering and the financial support obtained from our Chairman and CEO, Mr. Maodong Xu, will be sufficient to meet our anticipated capital needs through December 31, 2015. Specifically, Mr. Maodong Xu has personally committed in writing to provide adequate funds to enable us to meet in full our financial obligations as they fall due through December 31, 2015, which commitment is further supported by pledges of certain assets from Mr. Xu. The funds, if and when called, will be provided in the form of a cash equity investment. This committment is for an amount subject to our requirements without any limitation and regardless of whether this offering has taken place. As of January 7, 2015, Mr. Xu has provided interest free funds to support our working capital needs to the amount of US$62.6 million. We will convert all of our indebtedness owed to Mr. Xu to additional ordinary shares to be issued to him, or his designees, at our initial offering price upon the completion of this offering. Mr. Xu will own approximately                         ordinary shares, or            %, of our ordinary shares outstanding after this offering. With the financing provided by this offering and the commitment from Mr. Xu, we believe we are ready to leverage on the success we have in the past few years in terms of initial infrastructure building, gaining merchant and consumer recognition and deployment of highly effective teams to achieve future growth.

Our Competitive Advantages

        Our e-commerce platform is attractive to local merchants and mobile users.    We allow merchants to target location specific consumers with special promotions, build brand loyalty and repeat customers with a cost-effective and technologically integrated solution. Consumers are attracted to our mobile applications for its location-based searches, real-time information and promotions, and integrated reservation and payment solution.

        Early Mover in Establishing E-Commerce Platform Dedicated to Local Merchants.    We believe we are one of the first e-commerce platforms created with a view to provide dedicated services to location-based, entertainment and lifestyle merchants. Our platform empowers our merchant clients to create a strong online presence without a significant increase in capital expenditures. Our merchant clients can enjoy the network effect from our large subscriber base, cross sell to customers with related needs and conduct targeted marketing for potential customers in their neighborhoods. In addition, the ability to promote multiple service packages online also allows our merchant clients to price their services dynamically to attract customers at non-peak hours to increase sales and better manage their production yield. Over the years, we have established a strong brand name among merchants and customers and successfully extended our network across China.

        Established Local Service Network and Expertise.    Strong local presence and knowledge is critical to the long-term competitiveness of our business. We have over 2,000 merchant service representatives serving over 100,000 local merchants located in 150 major cities and population centers in China as of September 30, 2014. We staff each service center with a view to provide localized services, including employing local personnel who are familiar with the local culture, dialect, merchant and consumer habits and behavior. We believe a local employee base, with extensive local knowledge and experience, provides us with a unique competitive advantage to establish a favorable working relationship with local merchants.

        Instantaneous Mobile Connection Between Merchant Clients and Retail Consumers.    We conduct location-based marketing through our customers' use of smart phones and mobile devices. Our WoWo

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Mobile App, which can be installed on our customers' smart phones or mobile devices, provides a direct link for our merchant clients to reach everyone in our nationwide customer base. Location-based search result is also the best way to provide location-based service providers with access to instant potential customers within a few miles around their stores. WoWo Mobile App also allows our merchant clients to offer dynamically priced services instantly through push technology to potential customers that fits certain specific details or exhibit certain consumer behavior.

        Proprietary Electronic Management System Facilitates Real Time Interactivity and Data Analysis.    WoWo EMS simplifies and increases the efficiency of the purchase authentication process. WoWo EMS also communicates with our central server to upload customer behavior data such as price and timing of the purchases. In turn, the customer database stored at our server can produce reports on customer analysis and feedbacks to enable the merchants or us to make follow-on service recommendation.

        Superior Online Experience and Strong Brand Recognition.    We believe our commitment to maintain the highest quality in every aspect of our service offerings enhances the online experience of the retail consumers and increases brand recognition for our merchant clients. Each day, we help our merchant clients put attractive entertainment and lifestyle packages online. Our team of writers/editors provides informative and engaging descriptions to highlight the featured deals, often with colloquial dialect designed to appeal to the retail consumers of the target location. We have also established two call centers to provide a variety of services, including merchant services, customer refunds, complaint processing and general inquiry.

        Management Team with Significant Online and Offline Experience.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu, has extensive entrepreneural experience in the retail and new media industries in China. Mr. Xu has over two decades of experiences in managing China-based retail business and technology companies. Between 1992 and 2000, he founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province. Mr. Xu also founded one of the leading wireless advertising companies in China, Welink Information Technology Co., Ltd. in 2009. Our Chief Financial Officer, Mr. Frank Zhao has over two decades of experience in financial and accounting management with auditing firms and public companies. Our Executive President, Mr. Tiger Jianguang Wu, also has over 10 years of experience in the Internet industry. In addition, many of our senior management team and engineers have prior working experiences with many well-known companies in China.

Our Strategy

        Our goal is to make direct interaction possible between local lifestyle merchants and their target customers. Key elements of our strategy to achieve this goal include the following:

        Increase Penetration Rate within our Covered Market.    We intend to deepen our reach in the 150 cities and population centers we cover by raising awareness among the untapped local merchants the benefits of opening a store in our WoWo Mall. We believe our focus in helping local merchants to create their own brand distinguishes our platform from other e-commerce providers in China. Local service providers that seek repeat local customers but do not have the resources to independently create or efficiently maintain a strong online presence can rely on our one-stop platform for online and offline integration of their businesses.

        Increase Service Features to Solidify Client Loyalty.    We intend to increase the service features we offer to our merchant clients, including online reservations, cash coupons, takeout orders and other features dedicated to each vertical of service offerings. Within each vertical, we intend to develop features to accommodate the business models of various types of merchants. Through broadening our services available to the merchant clients, we will help our merchant clients increase loyalty among their customers, which, in turn, we believe would also solidify our merchant clients' loyalty to us.

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        Leverage our Comprehensive Electronic Management System to Sign More Clients.    We will continue to invest in and make improvements to our merchant interface. With each upgraded versions of our WoWo EMS, we intend to provide more features that will empower our merchant clients to more efficiently self manage their online stores and businesses and, at the same time, improve our services to our merchant clients. We will continue to introduce and deploy WoWo EMS services to more local merchants and our WoWo Mobile App will also enhance our merchant clients' ability to target nearby consumers through the smart phones or mobile devices they carry. We strive to help our clients increase their production yield and build brand. We believe loyalty of our own clients must come from their own success through utilizing our platform.

        Grow our Mobile Commerce Platform.    We plan to continue to add service features available to mobile consumers, including options for recording both online payment and on-site cash payment. We are currently rolling out our "WoWo Merchant App". Once installed, the WoWo Merchant App creates an icon on a retail customer's smart phones or mobile devices that provides an instant link to a particular merchant client's dedicated online store as well as other features available through our WoWo Mall. We have made the availability of WoWo Merchant App as a service feature that our merchant clients may request starting from August 1, 2014. As of September 30, 2014, we have signed approximately 1,000 contracts with various merchant clients to develop dedicated WoWo Merchant Apps for them. Integration between our WoWo EMS and WoWo Merchant Apps will also allow our merchant clients to provide interactive feedbacks to the mobile consumers and provide more tailored services. We believe WoWo Merchant App will increase customer stickiness for our merchant clients and thereby increase client loyalty to us.

Our Challenges

        We expect to face risks and uncertainties related to our business and industry, including but not limited to:

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our limited operating history;

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our ability to achieve and maintain profitability, especially in light of our past losses;

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our ability to compete in the intensively competitive environment;

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our ability to control operating expenses in connection with any strategic acquisitions and to successfully integrate the acquired businesses;

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our ability to source high quality products and services from local merchants;

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our ability to adapt to the evolving market from e-commerce to mobile commerce;

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our ability to maintain the existing subscriber base and to attract new subscribers and merchant clients;

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our ability to maintain and enhance our reputation and brand;

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our ability to maintain an effective system of internal control over financial reporting;

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control over our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership; and

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the regulatory environment in China.

        We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operations and prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in our ADSs.

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Our Corporate Structure

        Wowo Limited is a Cayman Islands holding company incorporated on July 13, 2011. We conduct our operations in China principally through contractual arrangements between our wholly-owned PRC subsidiary, Beijing Wowo Shijie Information Technology Co., Ltd. ("Wowo Shijie") and two consolidated affiliated entities in China, namely, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing WoWo Tuan") and Beijing Kai Yi Shi Dai Network Technology Co., Ltd. ("Kai Yi Shi Dai") and their respective shareholders. The following diagram illustrates our corporate structure as of the date of this prospectus. See "Our History and Corporate Structure" for more information on the history and operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risks Relating to Doing Business in China".

(1)

Beijing Wowo Shijie Information Technology Co., Ltd.

(2)

Mr. Maodong Xu and Mr. Hanyu Liu respectively own 95% and 5% of the equity interests in Beijing Wowo Tuan.

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(3)

Mr. Maodong Xu and Beijing Wowo Shiji Information Technology Co., Ltd. respectively own 60% and 40% of the equity interests in Kai Yi Shi Dai. Beijing Wowo Shiji Information Technology Co., Ltd. is principally owned by Mr. Hanyu Liu, holding 51% equity interest, Mr. Yongming Zhang, holding 15% equity interest, Mr. Weihong Xiao, holding 8% equity interest, Mr. Jianguang Wu, holding 7.5% equity interest, and Ms. Yonghong Lv, holding 6.3% equity interest.

(4)

The entity is in the process of entity deregistration.

(5)

Pursuant to the relevant agreements in connection with the acquisition of Jilin Wowo Tuan Information Technology Co., Ltd. in 2011, Beijing Wowo Tuan has transferred 49% equity interests in this entity to one of the former shareholders three years after the acquisition.

        Beijing WoWo Tuan was established in May, 2008. Mr. Maodong Xu and Mr. Hanyu Liu are the shareholders of Beijing WoWo Tuan, with Mr. Xu owning 95% and Mr. Liu owning 5% as of the date of this prospectus. We entered into a series of contractual arrangements with Beijing WoWo Tuan and the shareholders of Beijing WoWo Tuan in August 2012, which we refer to as the Beijing WoWo Tuan Agreements. These Agreements were subsequently amended and restated on August 6, 2014.

        Kai Yi Shi Dai was established in September, 2010. Mr. Maodong Xu and Beijing Wowo Shiji Information Technology Co., Ltd. are the shareholders of Kai Yi Shi Dai, with Mr. Xu owning 60% and Beijing Wowo Shiji Information Technology Co., Ltd. owning 40% as of the date of this prospectus. We entered into a series of contractual arrangements with Kai Yi Shi Dai and the shareholders of Kai Yi Shi Dai in April 2012, which we refer to as the Kai Yi Shi Dai Agreements. These Agreements were subsequently amended and restated in August 6, 2014.

        The Beijing WoWo Tuan Agreements and the Kai Yi Shi Dai Agreements include the following:

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Exclusive Consulting and Service Agreements.  Wowo Shijie and each of Beijing WoWo Tuan and Kai Yi Shi Dai entered into exclusive consulting and service agreements, under which each of Beijing WoWo Tuan and Kai Yi Shi Dai, including its subsidiaries or any companies or entities under its control, agrees to engage Wowo Shijie as its exclusive provider of technical platform, technical support, maintenance and other services. Beijing WoWo Tuan and Kai Yi Shi Dai will pay to Wowo Shijie service fees determined based on the gross billings of the affiliated consolidated entities on a quarterly basis. Wowo Shijie will exclusively own any intellectual property arising from the performance of the exclusive consulting and service agreements. The fees for such consulting and services are determined at Wowo Shijie's discretion. The exclusive consulting and service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive consulting and service agreements may be extended upon the written confirmation by Wowo Shijie before the expiry of thereof, the extended term may be determined by Wowo Shijie. During the term of the exclusive consulting and service agreements, none of the affiliated consolidated entities may terminate the agreements except in the case of Wowo Shijie's gross negligence, fraud, other illegal action, bankruptcy or termination of Wowo Shijie, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive consulting and service agreements, the agreements will be terminated automatically.

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Equity Pledge Agreements.  The shareholders of each of Beijing WoWo Tuan and Kai Yi Shi Dai entered into equity pledge agreements with Wowo Shijie, under which the shareholders pledged all of their equity interests in each of Beijing WoWo Tuan and Kai Yi Shi Dai to Wowo Shijie as collateral to secure performance of all obligations of the affiliated consolidated entities and their shareholders under the applicable exclusive consulting and service agreement and the exclusive call option agreement. Wowo Shijie is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, Wowo Shijie, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

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•

Power of Attorney.  The shareholders of each of Beijing WoWo Tuan and Kai Yi Shi Dai signed irrevocable power of attorney to appoint Wowo Shijie as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing WoWo Tuan and Kai Yi Shi Dai and to exercise all of his rights as a shareholder of Beijing WoWo Tuan and Kai Yi Shi Dai including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing WoWo Tuan and Kai Yi Shi Dai.

•

Exclusive Call Option Agreements.  The shareholders of Beijing WoWo Tuan and Kai Yi Shi Dai entered into exclusive call option agreements with Wowo Shijie, pursuant to which Wowo Shijie has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing WoWo Tuan and Kai Yi Shi Dai from the shareholders. The purchase price for the entire equity interest would be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by Wowo Shijie and the shareholders of the affiliated consolidated entities. The term of each exclusive call option agreement will be ten years, and can be extended upon the written confirmation by Wowo Shijie prior to the expiration of the agreement and the extended term may be determined by Wowo Shijie.

        We rely on the contractual arrangements described above to control and operate our businesses and the assets held by Beijing WoWo Tuan and the Kai Yi Shi Dai and their subsidiaries. These contractual arrangements are not the same as direct ownership and might not be effective in providing operational control of our business and assets. If Beijing WoWo Tuan and the Kai Yi Shi Dai or the shareholders fail to perform their respective obligations under these contractual arrangements, our ability to enforce the contractual arrangement that provides us an effective control over Beijing WoWo Tuan and the Kai Yi Shi Dai could be limited. Furthermore, if we were unable to maintain an effective control over Beijing WoWo Tuan and the Kai Yi Shi Dai, we would not be able to continue to consolidate the financial results of Beijing WoWo Tuan and the Kai Yi Shi Dai and their subsidiaries with ours. See "Risk Factors—Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements with our Affiliates—We rely on contractual arrangements with our consolidated affiliated entities in China and their shareholders for our operations, which might not be as effective as in direct ownership in providing operational control". Our Chairman and CEO, Mr. Maodong Xu, beneficially owns approximately 37.35% of our ordinary shares prior to this offering and will continue to own approximately                                of our ordinary shares after this offering. Mr. Xu, is also the shareholder of Beijing Wowo Tuan and Kai Yi Shi Dai. Notwithstanding that Mr. Xu is our single largest shareholder, his interest could differ from the interests of our company as a whole. See "Risk Factors—Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements with our Affiliates—The shareholder of Beijing Wowo Tuan, Mr. Maodong Xu could have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business could be adversely affected" and "—Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them could have an adverse effect on our business".

Our Corporate Information

        Our principal offices are located at Third Floor, Chuangxin Building, No.18 Xinxi Road, Haidian District, Beijing, People's Republic of China. Our telephone number at this address is +8610 5906 5200 and our fax number is +8610 5906 5500. Our registered office in the Cayman Islands is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. Our website is 55.com. The information contained on our website does not constitute a part of this prospectus.

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        Investor inquiries should be directed to us at the address and telephone number of our principal offices set forth above. Our agent for service of process in the United States is [Law Debenture Corporate Services Inc.]

Implications of Being an Emerging Growth Company

        As a company with less than US$1.0 billion in revenues for the last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Furthermore, we are not required to present selected financial information or any management's discussion herein for any period prior to the earliest audited period presented in connection with this prospectus.

        We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Conventions That Apply to This Prospectus

        In this prospectus, unless otherwise indicated or the context otherwise requires, references to:

•

"we", "us", "our company", or "our" refers to Wowo Limited, its subsidiaries and consolidated affiliated entities;

•

"ordinary shares" refer to, prior to the completion of this offering, our ordinary shares, par value US$0.00001 per share, and, after the completion of this offering, our ordinary shares, par value US$0.00001 per share;

•

"ADS" refers to American depositary shares, each of which represents                ordinary shares;

•

"China" or the "PRC" refers to the People's Republic of China excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan;

•

"Renminbi" or "RMB" refers to the legal currency of China; and

•

"$", "US$", "dollars" or "U.S. dollars" refers to the legal currency of the United States.

        Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares (i) assume no exercise by the underwriters of their option to purchase additional ADSs (ii) excludes options to purchase up to 29,889,914 of our ordinary shares outstanding as of the date of this prospectus.

        Our reporting and functional currency is U.S. dollar. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at RMB6.0537 to $1.00, the noon buying rate on December 31, 2013 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On September 30, 2014, the noon buying rate for Renminbi was RMB 6.1380 to $1.00.

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THE OFFERING

Price per ADS	We estimate that the initial public offering price will be between US$            and US$            per ADS.
ADSs offered by us	ADSs
ADSs outstanding immediately after this offering	ADSs (or            ADSs if the underwriters exercise in full the over-allotment option).
Ordinary shares outstanding immediately prior to this offering	ordinary shares.
Ordinary shares outstanding immediately after this offering	ordinary shares (or            ordinary shares if the underwriters exercise in full the over-allotment option).
Over-allotment option	We have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of            additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
[Reserved ADSs	At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of            ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]
The ADSs	Each ADS represents            ordinary shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs.
	The depositary, [Citibank, N.A.], will be the holder of the ordinary shares represented by the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement dated            , 2015 among us, the depositary and holders and beneficial owners of ADSs from time to time.
	You may surrender your ADSs to the depositary to withdraw the ordinary shares represented by your ADSs. The depositary will charge you a fee for such an exchange.
	We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

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	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares". We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
Use of proceeds	We anticipate using the net proceeds of this offering for general corporate purposes, including future operating losses and working capital needs by December 31, 2015. See "Use of Proceeds".
Risk factors	See "Risk Factors" and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.
Listing	We have applied to list our ADSs on the Nasdaq Global Market under the symbol "WOWO". Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.
Depositary	[Citibank, N.A.]
Lock-up	We, our directors, executive officers, existing shareholders and option holders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting".

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following summary consolidated statements of operations for the years ended December 31, 2012 and 2013, and summary consolidated balance sheet data as of December 31, 2012 and 2013, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statements of operations and summary consolidated statements of cash flow data presented below for the nine-month periods ended September 30, 2013 and 2014 and the summary consolidated balance sheet data as of September 30, 2014 have been derived from the unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the period presented. The summary consolidated statements of operations and balance sheet data for the year ended and as of December 31, 2011 are derived from our audited financial statements not included in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Summary Consolidated Financial Data section together with our consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

	For the year ended December 31,									For the nine months ended September 30,
	2011			2012			2013			2013			2014
	(US$ in thousands, except share and share related data)
Summary consolidated statements of operations data
Net revenues		11,540			27,815			36,253			27,633			20,642
Cost of revenues		5,986			7,185			6,583			4,739			5,516
Gross profit		5,554			20,630			29,670			22,894			15,126
Operating expenses:
Marketing		36,092			12,487			10,426			8,077			8,719
Selling, general and administrative		60,498			47,010			49,280			35,825			38,697
Impairment of intangible assets		—			—			2,035			—			—
Total operating expenses		96,590			59,497			61,741			43,902			47,416
Loss from operations		(91,036	)		(38,867	)		(32,071	)		(21,008	)		(32,290	)
Interest income		77			21			44			43			6
Interest expense		(166	)		(224	)		(137	)		(107	)		(12	)
Other income/(expense), net		410			20			(89	)		(55	)		(151	)
Gain (loss) from disposal of VIE and VIE's subsidiaries		266			(29	)		—			—			—
Loss before provision for income taxes		(90,449	)		(39,079	)		(32,253	)		(21,127	)		(32,447	)
Provision for income tax benefits		(60	)		(69	)		(81	)		6			—
Net loss		(90,389	)		(39,010	)		(32,172	)		(21,121	)		(32,447	)
Less: net loss attributable to noncontrolling interests		(422	)		—			—			—			—
Net loss attributable to Wowo Limited		(89,967	)		(39,010	)		(32,172	)		(21,121	)		(32,447	)
Accretion for Series A-1 convertible redeemable preferred shares		553			289			1,199			878			1,058
Accretion for Series A-2 convertible redeemable preferred shares		4,040			15,748			34,336			24,425			36,443
Accretion for Series B convertible redeemable preferred shares		—			1,544			2,106			1,552			1,785
Net loss attributable to holders of ordinary shares of Wowo Limited		(94,560	)		(56,591	)		(69,813	)		(47,976	)		(71,733	)
Net loss per ordinary share:
Basic		(0.30	)		(0.18	)		(0.23	)		(0.16	)		(0.24	)
Diluted		(0.30	)		(0.18	)		(0.23	)		(0.16	)		(0.24	)
Net income per Series A-1 convertible redeemable preferred shares—Basic		0.13			0.03			0.10			0.07			0.09
Net income per Series A-2 convertible redeemable preferred shares—Basic		0.14			0.14			0.28			0.20			0.30
Net income per Series B convertible redeemable preferred shares—Basic		N/A			0.06			0.07			0.05			0.06
Shares used in computation of net loss per ordinary share:
Basic		319,927,791			310,188,010			303,886,640			303,886,640			303,886,640
Diluted		319,927,791			310,188,010			303,886,640			303,886,640			303,886,640
Shares used in computation of net income per Series A-1 convertible redeemable preferred share		4,105,923			11,151,244			12,202,988			12,202,988			12,202,988
Shares used in computation of net income per Series A-2 convertible redeemable preferred share		28,930,139			110,937,536			122,029,877			122,029,877			122,029,877
Shares used in computation of net income per Series B convertible redeemable preferred share		N/A			25,659,708			30,507,471			30,507,471			30,507,471

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										As of September 30, 2014
	As of December 31,
													Unaudited pro forma(1)			Pro forma as adjusted(2)
	2011			2012			2013			Actual
	(US$ in thousands)
Summary consolidated balance sheet data
Total current assets		20,843			11,753			11,640			10,309			10,309
Total assets		38,323			26,991			23,375			20,782			20,782
Total current liabilities		53,324			67,297			96,425			123,754			70,080
Total liabilities		53,484			67,387			96,425			123,754			70,080
Total deficit		(74,544	)		(86,594	)		(156,889	)		(226,097	)		(49,298	)
Total liabilities, mezzanine equity and deficit		38,323			26,991			23,375			20,782			20,782

Notes:

(1)

The consolidated balance sheet data as of September 30, 2014 are adjusted on a unaudited pro forma basis to give effect to the automatic conversion of all of our outstanding series A-1, series A-2 and series B preferred shares into 164,740,336 ordinary shares and all indebtedness owed to Mr. Xu at IPO price upon the completion of this offering.

(2)

The consolidated balance sheet data as of September 30, 2014 are adjusted on a unaudited pro forma as adjusted basis to give effect to (i) the automatic conversion of all of our outstanding series A-1, series A-2 and series B preferred shares into 164,740,336 ordinary shares and all indebtedness owed to Mr. Xu at IPO price upon the completion of this offering and (ii) the sale of ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$                  per ADS, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option.

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        The following operating metrics are derived from our operating database:

	As of or for the three months ended,
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012		March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014		September 30, 2014
Operating Metrics
Number of merchant clients(1)		35,194		34,299		41,082		43,982		45,051		56,676		69,851		76,910		77,355		92,002		105,430
Number of merchant clients with an active online store during the quarter(2)		2,075		8,185		23,358		29,346		32,588		43,442		55,065		60,306		57,862		63,134		70,417
Number of service offerings(3)		74,348		87,254		107,239		142,827		156,777		203,681		261,662		295,108		302,547		366,659		430,473
Number of installed WoWo Mall Apps(4)		101,419		1,034,706		2,359,908		3,811,820		5,588,879		7,163,276		8,872,398		10,426,455		12,484,304		14,511,022		17,294,932

Notes:

(1)

Number of merchant clients reflects the number of total merchant clients, which includes number of merchant clients that have opened a storefront in our WoWo Mall as well as merchant clients that have only participated in our group buy/flash sale channel without opening a storefront in our WoWo Mall, that have made a sale during the given period.

(2)

Number of merchant clients with an active online store during the quarter reflects the number of merchant clients who has an active online store in our WoWo Mall at any time during the given period, no matter if the online store is still opened at the end of the given period. A merchant client may open more than one online store. Typically for a franchised merchant, the entire franchise may open only one online store though it may have multiple brick and mortar stores.

(3)

Number of service offerings reflects the variety of service offerings provided by our merchant clients that our customers may view and purchase in our group buy/flash sale channel and online stores in our WoWo Mall during a given period.

(4)

Number of installed WoWo Apps reflects the number of WoWo Mobile Apps the retail consumers have downloaded and installed on their smart phones or mobile devices since the commencement of our mobile commerce operation in the end of 2011 to a specific date.

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risk factors that we have identified and all other information contained in this prospectus before purchasing our ADSs. If any of the following risks occur, our business, financial condition or results of operations could be adversely affected. In that case, the trading price of our ADSs could decline, and you could lose some or all of your investment.

Risks Relating to Our Business and Industry

We have a limited operating history and our business model is subject to uncertainties, which makes it difficult to evaluate our business.

        We launched our group buying services in March 2010 and augmented it with our new WoWo Mall services in June 2012. We have a limited operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult for you to evaluate our business, financial performance and prospects, and our historical growth rate might not be indicative of our future performance. Although we have achieved significant revenue growth since our inception, we cannot assure you that we will be able to achieve similar growth in the future. Moreover, a portion of such growth was achieved through acquisition of selected local group buying/flash sale service providers in second-, third- and fourth-tier cities in China in 2010. We do not plan to continue our growth through similar acquisition strategy in the future and we cannot assure you that the acquired local group buying/flash sale businesses will grow as quickly as we have planned. In addition, the business model of building a third-party e-commerce platform dedicated to location-based, entertainment and lifestyle service providers such as restaurants, movie theaters and beauty salons, is still a new business model in China. Although we have experienced substantial growth since our inception in early 2010, given our limited history it is difficult to predict if the growth will be sustainable in the future, and the market might evolve in ways that are difficult to anticipate. You should consider our prospects in light of the risks and uncertainties that fast-growing companies in a rapidly evolving market might encounter. These risks and difficulties include, but are not limited to:

•

a new and relatively unproven business model;

•

our ability to anticipate and adapt to a developing market and industry;

•

our need to achieve greater brand recognition;

•

our ability to attract sufficient merchant clients and retail customers, and generate sufficient net sales or cash flow;

•

market acceptance of our business model;

•

difficulties in managing rapid growth in personnel and operations;

•

high expenditures associated with our geographic expansion, brand promotion and marketing activities; and

•

our ability to compete in the market.

        We cannot be certain that our business strategy will be successful or that we will successfully address these risks. Our failure to address any of the risks described above could have adverse effect on our business, financial condition and results of operations.

We have never been profitable and expect to continue to incur losses in the future.

        We incurred net loss in the amount of US$39.0 million, US$32.2 million and US$32.4 million for the years ended December 31, 2012 and 2013, and for the nine months ended September 30, 2014, respectively, primarily due to the significant expenses incurred to achieve our current economy of scale and build our platform. Although we expect our net loss to decrease as a percentage of our total net

16

revenues, as we continue to expand and develop, we expect to continue to incur losses in the near future.

        In addition, our total current liabilities exceed our total current assets by US$113.4 million as of September 30, 2014. We have incurred net losses and experienced negative cash flow from operating activities since our inception. We anticipate that we will incur additional $20 million negative cash flow from operating activities until December 31, 2015.

        Mr. Xu has provided interest-free funds of US$62.6 million to support our working capital needs as of January 7, 2015. We will convert all of our outstanding indebtedness owe to Mr. Xu to additional ordinary shares to be issued to him, or his designees, at our initial offering price upon the closing of this offering. We are obligated to repay the loans from Mr. Xu when it falls due if this offering is not successful. If Mr. Xu fails to provide adequate funds to enable us to meet our financial obligations and we are not able to obtain additional funding in sufficient amount or on terms acceptable to us when needed, we may have to significantly delay, scale back or discontinue certain portion of our operations. Any of these events could significantly harm our business, financial condition and prospects. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

We have spent substantial amounts in operating expenses and could require additional funding in the future.

        Our operations have consumed substantial amounts of cash since our inception. We expect to continue to spend additional amounts in operating expenses in line with our projected growth. We estimate that our net proceeds from this offering will be approximately US$             million, based upon an assumed initial public offering price of US$            per ADS, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We expect that our existing cash balances and the commitment for future financial support obtained from our Chairman and CEO, Maodong Xu, will be sufficient to fund our capital requirements for at least the next 12 months. However, we may require additional cash due to changing business conditions or other future development, including any investments we may decide to pursue. We cannot be certain that additional funding will be available to us on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us when needed, we may have to significantly delay, scale back or discontinue certain portion of our operations. Any of these events could significantly harm our business, financial condition and prospects.

We operate in an intensely competitive environment, which could lead to declining revenue growth or other circumstances that could negatively affect our business, financial condition and results of operations.

        The e-commerce industry in China is highly competitive due to a number of factors, such as the relatively low barriers to entry, the continued growth of e-commerce in China and the growing acceptance of online shopping by Chinese Internet users that has resulted in a large number of e-commerce players. Many major Chinese portal, social network and e-commerce websites such as taobao.com also offer e-commerce for local services, including. restaurant pre-order and takeaway dining services. Major Chinese social network sites have also started to offer group buying/flash sale services and e-commerce for local services, which could pose significant competition to our business, given the usually large user base of such social network sites and the synergy of the business models between social network, group buying/flash sale services and e-commerce for local services. In addition, certain specialized Internet websites offer e-commerce for local services by specific service providers, such as those in the restaurants industry, that could directly or indirectly compete with our business and our merchant clients. Some of our competitors invest significant capital and human resources in advertisements and promotions, which could potentially dilute our brand recognition and affect our customer base. Our competitors may also offer similar offerings at lower prices than we do or with

17

packages more attractive than ours. In addition, certain competitors may be willing to offer retail packages to consumers or e-commerce service packages to local service merchants that generate low or negative gross margins in an effort to increase market share. Some of these e-commerce websites have longer operating histories, greater financial, marketing and other resources and larger customer bases than we do. Such competitors may leverage their resources and existing customer base to quickly increase their market shares. The Chinese e-commerce industry has been going through a consolidation phase due to intense competition and as a result, many e-commerce service providers that cannot adapt quickly did not or will not survive the market evolvement. See "Our Business—Competition". If we are not able to respond to the change in market conditions or customer preferences, or if we fail to successfully execute our business strategy, our business, financial condition and results of operations could be adversely affected.

The economy of China in general and the online service industry in particular might not grow as quickly as expected, which could adversely affect our revenues and business prospects.

        Our business and prospects depend on the continuing development and expansion of the e-commerce and mobile commerce industries in China, which in turn depends upon the continuing growth of the economy of China in general and the local, entertainment and lifestyle service providers, such as restaurants, movie theaters and beauty salons, in particular. Both the e-commerce for local services industry and group buying/flash sale industry in China have experienced substantial growth in recent years in terms of number of customers and revenues. We cannot assure you, however, that e-commerce for local services will continue to grow at the same pace as in the past. Growth is affected by numerous factors, such as regulatory changes, public perception of and receptiveness towards the e-commerce for local services industry, customers' general online purchasing experiences, technological innovations, development of Internet and Internet-based services, and the macroeconomic environment. Moreover, concerns about fraud, privacy and other problems could discourage additional merchant clients and retail consumers from adopting e-commerce and mobile commerce. If the e-commerce for local services industry in China does not grow as quickly as expected, both our merchant client base and our retail customer base could decrease and our business and prospects could be adversely affected.

If we fail to retain existing merchant clients or attract new merchant clients, our business, financial conditions and results of operations could be adversely affected.

        We depend on our merchant clients to provide location-based, entertainment and lifestyle services that draw retail consumers to our website. We have a large number of merchant service representatives who maintain cooperative relationships with existing merchant clients and identify and form new relationships with other local merchants on an ongoing basis. We are in the process of converting many local merchant clients that historically have provided goods and services for group buying/flash sales on a deal-by-deal basis to long term business partners with a storefront in our WoWo Mall. Our ability to retain existing merchant clients and to attract or convert new local merchants to our platform service offering is crucial to our ability to offer attractive and diversified e-commerce opportunities for local services to the retail consumers on a continuous basis. However, our merchant clients may find our services no longer suitable to their business operations due to a number of factors, such as changing market conditions, changing business goals of the merchant clients, or other factors that are out of our control, which could prevent us from designing and promoting a marketing campaign suitable for such merchant client. If existing merchant clients find our services to be ineffective or not tailored to their needs, they may decide not to continue their cooperation with us. Existing merchant clients may also switch to our competitors who offer better services or more attractive pricing terms. On the other hand, we might not succeed in our efforts to secure new business arrangements with local merchants due to a number of factors, such as lack of access to the local merchants' desired customer base, or inability to offer brand building campaigns that are acceptable to the local businesses. If we are not able to retain

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and expand our local merchant client base, the number and variety of service offerings we are able to offer our customer and storefronts in the WoWo Mall could decrease, which, as a result, could also adversely affect our business, financial conditions and results of operations.

We might not be able to maintain and improve the network effects of our merchant and customer bases, which could negatively affect our business and prospects.

        Our ability to maintain a strong network effect, generated by the usage of our platform by our large merchant client and retail customer base, is critical to our success. The extent to which we are able to maintain and strengthen this network depends on our ability to:

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offer a secure and open platform for all of our merchant clients and retail customers;

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provide tools and services that meet the evolving needs of merchants and consumers;

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provide a wide range of high-quality service categories and offerings to retail consumers;

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provide merchants with a high level of traffic flow with strong commercial intent and effective online marketing services;

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enhance the attractiveness of our mobile commerce platform;

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arrange secure and trusted payment settlement;

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maintain the quality of our merchant client services and retail customer services; and

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continue to adapt to the changing demands of the market.

        In addition, changes we make to enhance and improve our network and balance the needs and interests of the various merchants and consumers might not be viewed positively from every merchant and consumer. If we fail to balance the interests of our merchant clients and retail customers, certain customer could stop visiting our marketplaces, conduct fewer transactions or use alternative platforms, any of which could result in a material decrease in our revenue and net income.

Our operating philosophy and interest in maintaining a strong network effect could negatively influence our short-term financial performance.

        Consistent with our operating philosophy and focus on the long-term interests of our merchant clients, we may take actions that fail to generate short-term financial results and we cannot assure you that these actions will produce long-term benefits. For example, in order to focus on creating a thriving marketplace, we currently charge storefront fees only to certain small- and medium-sized local lifestyle service providers and we plan to enlarge the category of paying merchant clients to larger or higher revenue merchants only when this business model have gained a wide base acceptance. Our efforts relating to our mobile platform have also emphasized on building the brand recognition of individual merchants, rather than the entire WoWo Mall network. We focus on sourcing local consumers to local merchants for repeat visits and brand loyalty over immediate financial gain. We also make investments in new categories of services and offerings that might not provide economic benefits to us in the short-term or at all.

If Internet search engines' ranking methodologies are modified or our search result page rankings declines, our user traffic could decrease.

        We depend in part on various Internet companies in China, such as baidu.com, to direct traffic to our website. Our ability to maintain and increase the number of visitors directed to our website is not entirely within our control. Our competitors' search engine optimization efforts could result in their websites receiving a higher search result page ranking than ours, or Internet companies could revise their methodologies in an attempt to improve their search results, which could adversely affect the placement of our search result page ranking. If Internet companies modify their search algorithms in

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ways that are detrimental to our subscriber growth or in ways that make it harder for retail consumers to find our website, or if our competitors' search engine optimization efforts are more successful than ours, our overall growth in user traffic could slowdown or decrease, and we could lose existing customers. Our website has experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of visitors directed to our website could harm our business, financial condition and results of operations.

User behavior on smart phones and mobile devices is rapidly evolving, and if we fail to successfully adapt to these changes, our competitiveness and market position could suffer.

        Chinese consumers are increasingly using smart phones and mobile devices for a wide range of purposes, including purchasing local services. While a significant and growing portion of China's consumers are accessing our platform through mobile devices, this area of connectivity is still relatively new and developing and we might not be able to continue to increase the level of mobile access to and engagement on our WoWo Mall. The variety of technical and other configurations across different smart phones, mobile devices and platforms increase the challenges associated with this environment. Our ability to successfully expand the use of smart phones and mobile devices to access our platform is affected by the following factors:

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our ability to continue to provide compelling e-commerce platforms and tools in a multi-device environment;

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the quality of our mobile commerce offerings and mobile-based payment services;

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our ability to successfully deploy apps on popular mobile operating systems that we do not control, such as Android and iOS;

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our ability to adapt to the device standards used by third-party manufacturers and distributors; and

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the attractiveness of alternative platforms.

        If we are unable to attract significant numbers of new mobile customers and increase levels of mobile engagement, our ability to maintain or grow our business could be adversely affected.

We might not be able to successfully monetize traffic on our mobile commerce platform, which could have an adverse effect on our business.

        An increasing percentage of our users are accessing our WoWo Mall through smart phones and mobile devices, a trend that we expect to continue. Our ability to monetize our mobile user traffic through our WoWo Mobile infrastructure is critical to our business and our growth. We face a number of challenges to successfully monetizing our mobile user traffic, including:

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providing branding services for our merchant clients in a compelling and effective manner on smart phones and mobile devices;

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developing alternative sources of revenue generated from mobile access to our platforms;

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offering a comprehensive user experience on our WoWo Apps and WoWo Merchant Apps; and

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ensuring that the mobile services we provide are secure and trusted.

        If we are unable to monetize that increased use of smart phones and mobile devices for mobile commerce use, our business might not grow or could even decline, and our revenues and net income could reduce. For instance, to date we have chosen not to display as many marketing impressions on our WoWo Apps and WoWo Merchant Apps as compared to on our personal computer-based websites due to the limited screen size of the smart phones and mobile devices. Although we do not believe the increasing use of mobile devices to conduct commerce has had an adverse effect on our business, our rapid overall growth could make less apparent any adverse effects of this trend on our near-term

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financial performance. Going forward we believe our financial results will become increasingly dependent on our ability to monetize the use of smart phones and mobile devices to access our platform. We expect this trend will have a greater effect on our business to the extent that shopping on smart phones and mobile devices displaces transactions that could otherwise have occurred on personal computers.

If we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results of operations could be adversely affected.

        The Internet industry is characterized by rapidly changing technology, evolving industry standards, new service and product introductions and changing customer demands. Furthermore, our competitors are constantly developing innovations in Internet search, online marketing, communications, social networking and other services to enhance users' online experience. We continue to invest significant resources in our infrastructure, research and development and other areas in order to enhance our platform technology and our existing products and services as well as to introduce new high quality products and services that will attract more local merchants and retail consumers to our platform. The changes and developments taking place in our industry could also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plan. Our failure to innovate and adapt to these changes could have an adverse effect on our business, financial condition and results of operations.

Our quality control might not always be sufficient to review the goods and services our merchant clients offer to the retail customers, which could result in the need for refunds or replacements and could affect our profits and brand.

        We create, promote and help operate online storefronts in our WoWo Mall in collaboration with our merchant clients. Once the retail customers purchase the goods or services from our website, we rely on our merchant clients to provide such goods and services to the retail customers. Any customer dissatisfaction resulting from poor quality of goods or services provided by our merchant clients could have an adverse effect on our reputation or revenue, if customers make claims publicly. Many of our merchant clients are small local business operators that lack the necessary resources for adequate quality control. Moreover, when we create an online storefront in our WoWo Mall for our merchant clients, we and our merchant clients might not always accurately estimate the merchant clients' inventories or service capacity, which could lead to overselling goods and services and result in the local merchants' failure to provide quality goods or services. Our business depends on our ability to ensure that high quality goods and services are provided to consumers on a consistent basis. This has placed, and will continue to place, substantial demands on our operational, technological and other resources. We cannot assure you that such measures will always be sufficient in discovering and remedying merchandise defects or service shortcomings, some of which are out of our control. If customers are not satisfied with the goods and services and request a large amount of refunds or replacement of goods, it could adversely affect our cash flows, financial conditions and results of operations. In addition, as we expand the types of goods and services for which we offer, the operational cost of quality control will also likely increase, which will have a negative effect on our profits.

If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients, our operating cash flow and results of operations could be adversely affected.

        Currently, we generate a substantial portion of our revenues as commission from the sales of WoWo Coupons to the retail customers, which amounts to 72.5% and 64.7% of our net revenue in 2013 and the nine months ended September 30, 2014, respectfully. We collect cash upfront when the retail customers purchase WoWo Coupons, and we make payments to the merchant clients who provide the goods or services for which the coupons are redeemed on later dates and in several installments, usually proportional to the ratio of the redeemed WoWo Coupons as to the total number of WoWo

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Coupons sold. We leverage the operating cash inflows provided by the payments received from the retail customers to fund our working capital needs. If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients as a result of a shift in market practice or an increase in the bargaining power of our merchant clients, our operating cash flow and results of operations could be adversely affected and we would have to seek alternative financing to fund our working capital needs.

An increase in our refunds to the retail customers could adversely affect our liquidity and profitability.

        To enhance our customers' satisfaction and service quality, we offer immediate refunds, if the customer is not satisfied with the goods or services provided as specified on such WoWo Coupon, or within 20 days after expiration if the WoWo Coupon had not been redeemed upon expiration. Retail customers can contact our call center for a refund request. After we grant a refund to a customer, we typically claim reimbursements from the merchant client who provided the goods or services pursuant to our contractual arrangement with such merchant client, but we cannot guarantee that we will always be reimbursed in full, or at all. In addition, our standard agreements with our merchant clients generally limit the time period during which we can claim reimbursement of refunds we pay to our customers. The continued growth of business and the increased number of our merchant clients put a high demand on our service and merchandise quality control. If we are not able to scale our quality control operations correspondingly we could incur a higher refund expense as a result, which would have an adverse effect on our liquidity and profitability.

We might not be able to successfully expand the types of goods and services available on our WoWo Mall, which could adversely affect our business, financial conditions and results of operations.

        We currently organize our service offerings into verticals in the WoWo Mall, namely, restaurants, movies and entertainment, hotels and travel, beauty and health, and lifestyle and household services, as well as retail goods. We intend to continue to increase the variety of goods and services in each vertical, as well as add new service categories to better characterize and manage our offerings and enhance customer purchase experience. We would need to make substantial investments in connection with such efforts. We could also face greater competition in specific categories from other e-commerce service providers that are more focused on such categories. In addition, we need to make investments in quality control and after-sale services for new categories of goods and services and such investments could be significant or even exceed our budget. If the launch of a new category requires investments greater than we expect, or if we are unable to offer enough goods and services that are of high quality, value and variety or if the revenue generated from a new category grows more slowly or produces lower gross profits than we expect, our business, financial condition and results of operations could be adversely affected.

The development and launch of new services or new technologies might not be achieved in a timely manner or at all and such services or technologies might not be successful.

        Our success in attracting new merchant clients and retail customers and retaining existing merchant clients and retail customers depends partly on our ability to consistently develop and launch new and innovative services and technologies. Although we will continue to focus on research and development going forward, we cannot assure you that we will continue to be able to upgrade the technology required to maintain our leading position in, or to keep up-to-date with, developments across the e-commerce industry and to launch such services or new technologies in a timely manner or at all. New technologies and software are also less likely to be reliable, robust and resistant to viruses or failure. Given the fast growth of the e-commerce industry, we might not have enough time to fully test the new technologies and software we develop before we deploy them on our website, which could cause service problems and a negative customer experience. We are developing and upgrading a number of new services and technologies, such as our mobile device applications, WoWo Mobile App

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and WoWo Merchant App, and our proprietary electronic management system, WoWo EMS, as well as continue to fine-tune our WoWo Mall websites and introduce more features and functions for location-based marketing, to enhance the customer experience and facilitate access to and usage of our services. There is no guarantee such new services and technologies will achieve their desired effect of retaining existing and attracting new merchants and consumers, or generating sufficient revenue or other value to justify our investment, and as a result our business, financial conditions and results of operations could be adversely affected.

        Moreover, the applications we developed for mobile devices, WoWo Mobile App and WoWo Merchant App, might not be able to gain wide adoption as we expect. Compared with personal computer, smart phones and mobile devices typically have lower screen resolution, less memory and more limited functionality, which makes the access to our services through such devices relatively difficult, especially for displaying coupon images and descriptions that are designed primarily for online distribution. If we are unable to attract and retain a substantial number of mobile device consumers to our services or if we are slow to develop services and technologies that are more compatible with smart phones and mobile devices relative to our competitors, we could fail to capture a significant share of new retail consumers or lose our existing customers who switch to mobile Internet devices for their purchases.

The successful operation of our business depends upon the performance and reliability of the Internet and mobile telecommunications infrastructures in China.

        Our business depends on the performance and reliability of the Internet and mobile telecommunications infrastructures in China. Almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology of China. In addition, the national networks in China are connected to the Internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the Internet outside of China. We might not have access to alternative networks in the event of disruptions, failures or other problems with China's Internet infrastructure. In addition, the Internet infrastructure in China might not support the demands associated with continued growth in Internet usage.

        The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our websites. We have no control over the costs of the services provided by the national telecommunications operators. If the prices that we pay for telecommunications and Internet services rise significantly, or if the telecommunication network in China is disrupted or failed, our gross margins could be adversely affected. Technical limitations on Internet use could also be developed or implemented. For example, restrictions could be implemented on personal Internet use in the workplace in general or access to our website in particular. This could lead to a reduction of customers' activities or a loss of customers altogether, which in turn could have an adverse effect on our financial position and results of operations. In addition, if Internet access fees or other charges to Internet users increase, our user traffic might decrease, which in turn could significantly decrease our revenues.

Our own information technology systems and infrastructure could fail or be subject to disruption.

        Our platform depends on the efficient and uninterrupted operation of our computer and communications systems. Substantially all of our computer hardware and our cloud computing services are currently located in China. In addition, a large number of merchants maintain their customer relationship management systems on our web-based computing platform, WoWo EMS, which contains substantial quantities of data relating to their accounts, transaction data, customer information and other data that enables merchants to operate and manage their online stores. Although we have prepared for contingencies through redundancy measures and disaster recovery plans, such preparation

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might not be sufficient and we do not carry business interruption insurance. Despite any precautions we take, the occurrence of a natural disaster, such as an earthquake, flood or fire, or other unanticipated problems at our facilities in China, including power outages, telecommunications delays or failures, break-ins to our systems or computer viruses, could result in delays or interruptions to our WoWo Mall website or other portion of our platform, loss of our and our merchant clients' data and business interruption for us and our merchant clients. Any of these events could damage our reputation, significantly disrupt our operations and the operations of the merchants and subject us to liability, which could adversely affect our business, financial condition and results of operations.

        Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential and proprietary information could damage our reputation and negatively impact our business, as well as adversely affect our business, reputation, financial condition and results of operations.

        Although we have employed significant resources to develop our security measures against breaches, our cyber security measures might not detect or prevent all attempts to compromise our systems, including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that could jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of our cyber security measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client or customer information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and might not be known until launched against us or our third-party service providers, such as our online payment processors, we might not be able to anticipate, or implement adequate measures to protect against, these attacks.

        We have in the past and are likely again in the future to be subject to these types of attacks, although to date no such attack has resulted in any material damages or remediation costs. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation could be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We might not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks could target us, our merchant clients, our customers, third-party service providers, such as our online payment processors, or the communication infrastructure on which we depend. Actual or anticipated attacks and risks might cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cyber security breaches would not only harm our reputation and business, but also could decrease our revenue and net income.

Our business generates and processes a large amount of data, and the improper use or disclosure of such data could harm our reputation as well as have an adverse effect on our business and prospects.

        Our platform generates and processes a large quantity of transaction, demographic and behavioral data. We face risks inherent in handling large volumes of data and in protecting the security of such data. In particular, we face a number of challenges relating to data from transactions and other activities on our platform, including:

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protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees;

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addressing concerns related to privacy and sharing, safety, security and other factors; and

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complying with applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data.

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        We process personal data of our retail customers (including name, address, age, bank details and purchase history) as part of our business and therefore must comply with data protection laws in China. Data protection laws restrict our ability to collect and use personal information relating to existing customers and potential customers. Any systems failure or security breach or lapse that results in the release of user data could harm our reputation and brand and, consequently, our business, in addition to exposing us to potential legal liability. Our privacy policies and practices concerning the collection, use and disclosure of user data are posted on our websites. Any failure, or perceived failure, by us, or any of the third party service providers on which we rely fail to transmit customer information and payment details online in a secure manner, to comply with our posted privacy policies or with any regulatory requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by governmental entities or others. These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business.

Any restrictions on the sending of email or messages or a decrease in customer willingness to receive deals and updates through messages could adversely affect our revenue and business.

        We offer our retail customers an option to receive deals and updates through email and other messaging services. Goods and services purchased as a result of email and other messages sent by us, generate a portion of our revenue. In addition, we rely on email and other messaging services to implement the location-based customer sourcing for our merchant clients. If we are unable to successfully deliver email or other messages to our retail customers or potential customers, or if our retail customers decline to open our email or other messages, our revenue and profitability could be adversely affected. Actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also adversely affect our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver email or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters could result in legal claims against us, which, if successful, could limit or prohibit our ability to send emails or other messages. Any disruption or restriction on the distribution of email or other messages or any increase in the associated costs could adversely affect our revenues and profitability.

We rely on third parties online payment processors; and any disruption to the provision of these services to us could adversely affect our business and results of operations.

        We rely on third parties online payment processors to provide payment processing services, including the processing of credit cards and debit cards. Retail customers can make purchases through all major online payment systems in China, including Alipay, Unionpay, Tenpay and Chinabank Payments. Each online payment system provide payment processing services to us and we pay service fees pursuant to our agreements with the payment system operators. Typically the term of each of these agreements is one year, and would be automatically renewed for a term of one year unless otherwise requested by payment system operator or us in writing within one month prior to the expiration date. Our business could be disrupted if any of these online payment system operators becomes unwilling or unable to provide payment processing services to us, and we could incur additional cost as we seek alternative payment processing service providers. Moreover, the third-party online payment processors could fail to obtain, maintain or renew their required qualifications, which could result in disruption in their services to us.

        For all the online payment transactions, secured transmission of confidential information, such as customers' credit card numbers and expiration dates, personal information and billing addresses, over public networks is essential to maintain customers' confidence in us. Our current security measures and those of the third parties online payment processors might not be adequate. We must be prepared to

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increase and enhance our security measures and efforts so that local merchants and retail consumers have confidence in the reliability of the online payment systems that we use, which will impose additional costs and expenses and might still not guarantee complete security. In addition, we do not have control over the security measures implemented by our third-party payment processors. Security breaches of the online payment systems that we use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage our reputation and the perceived security of the online payment systems that we use.

        In addition, we may in the future increase the variety of payment methods accepted on our website. As we offer new payment options to retail customers, we could be subject to additional regulations and compliance requirements. We pay intercharge and other fees to third-party payment channels, which would increase over time and raise our operating costs and lower profitability.

Strategic acquisitions could have an adverse effect on our business, financial conditions and results of operations.

        As part of our strategy to enhance our local presence, between January to April 2010, Beijing Wowo Tuan entered into agreements with 21 local group buying/flash sale service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying/flash sale service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. As a result, we had operations in 150 cities and population centers across China, as of September 30, 2014, with localized management, sales, operations and execution teams in each city. As a result of the acquisitions and the increase in our workforce, we anticipate our operating expenses to increase accordingly, which could have an adverse effect on our financial condition and results of operations.

        We cannot assure you that we can achieve the intended business and revenue growth through our strategic acquisitions. Newly formed companies that became our consolidated affiliated entities might not achieve the financial results we expect. Acquisitions of controlling equity interests and the subsequent integration of the newly formed consolidated affiliated entities into our business network require significant attention from our management and could result in a diversion of resources from our existing business, which in turn would have an adverse effect on our business, financial conditions and results of operations.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

        We believe that our reputation among the local merchants and retail consumers as a quality e-commerce platform for local services and our "WoWo" brand is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the e-commerce industry is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as:

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cost-effective market campaigns to increase brand recognition and awareness in a highly competitive market;

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our ability to deliver highly-valued services on a continuous basis; and

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effective quality control of goods and services provided to the retail customers by our merchant clients.

        We have conducted, and will continue to conduct, various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand

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promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

Negative publicity on the group buying industry could adversely affect our business.

        The success of our business depends on the continued growth of public acceptance of the e-commerce platform for local services. We began our business as a group buying website under the brand "WoWo Buy" in March 2010 and our platform is still being associated with the group buying/flash sale industry. The group buying/flash sale industry in China has received certain negative publicity of customer dissatisfaction since its inception due to poor quality of goods and services offered by certain group buying/flash sale service providers, partially attributable to its exponential growth and the substantial number of new market entrants. The group buying/flash sale industry in China has been going through a consolidation phase due to intense competition and as a result, many group buying/flash sale service providers that cannot adapt quickly did not or will not survive the market evolution. Market share has been converging to a limited number of primary e-commerce service providers. The overall quality of group buying/flash sale services is expected to increase as a result, which could in turn enhance the public image and acceptance of the group buying industry. However, there is no guarantee such market consolidation will achieve the expected effect, and if public opinion of the group buying/flash sale industry is affected by continued negative publicity, we could experience a slowdown in market growth and as a result our business, financial conditions and results of operations could be adversely affected.

Our management team has a limited history of working together and might not be able to execute our business plan.

        Although we believe our experienced management team is one of our competitive strengths, our management team has worked together only for a limited period of time and has a limited track record of executing our business plan as a team. We have recently filled a number of positions in our senior management and finance and accounting staff. Accordingly, certain key personnel have only recently assumed the duties and responsibilities they are now performing, and thus, it is difficult to predict whether our management team, individually and collectively, will be effective in operating our business. In addition, while we formulate the overall business strategy at our headquarters in Beijing, we also give latitude to our local merchant service representatives to manage the daily operations in their respective cities. We cannot assure you that communications between the senior management team and the local management teams will always be effective, or the executions at the local levels will always have the results that the senior management team expects. Moreover, the integration process could take longer than we expected, which could have an adverse effect on our results of operations.

We rely on our senior management and key employees.

        Our success is dependent upon the expertise and continued service of our senior management and other key personnel. Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China. Mr. Xu has over two decades of experience in managing China-based retail business and technology companies. He founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province, between 1992 and 2000. Mr. Xu also founded one of the leading wireless advertising companies in China, Welink Information Technology Co., Ltd., in 2009. Our Chief Financial Officer, Mr. Frank Zhao, has over two decades of experience in financial and accounting management with auditing firms and public companies. Our Executive President, Mr. Tiger Jianguang Wu, also has over 10 years of experience in the Internet industry. Other members of our senior management team are also crucial to our smooth operation and continued innovation. In addition, we rely on a limited number of specialized staff

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members in certain areas of our IT operations where we do not receive support from external service providers. Furthermore, our ability to expand our operations to accommodate our anticipated growth will also depend on our ability to retain the management teams of the local businesses in which we acquired controlling equity interests and attract additional personnel such as qualified risk managers, finance, management, marketing, and technical personnel and others. Competition for these employees is intense due to the limited number of suitably qualified professionals. If we fail to attract and retain such personnel, it would be difficult for us to manage our business and meet our objectives, and our operational results or financial conditions could be adversely affected.

We have limited insurance coverage and could incur losses resulting from liability claims or business interruptions.

        As the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business insurance products. We do not have any product liability insurance or business interruption insurance. As we continue to expand the service offerings by our merchant clients, we could be increasingly exposed to various liability claims related to the products and services provided by our merchant clients. Any liability claims, business disruption, or natural disaster could result in substantial costs and the diversion of resources, which would have an adverse effect on our business and results of operations.

We might not be able to adequately protect our intellectual property rights.

        We believe our domain names, trademarks, technology know-how and other intellectual properties are our competitive advantages and are important to our success to date and our future prospects. We have been investing resources to develop our own intellectual properties and we take prudent steps to protect our intellectual properties and know-how. But we cannot assure you such steps would be sufficient to prevent the infringement of our intellectual properties. If we fail to adequately protect our intellectual property rights, including our rights in know-how or our trademark, it could have an adverse effect on our operations.

        The validity, enforceability and scope of protection available under intellectual property laws with respect to the Internet industry in China are uncertain and still evolving. Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China might not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we might need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and the diversion of resources and management's attention.

We depend on regulatory approvals and licenses to operate in our existing markets and to gain access to new services.

        The Internet and telecommunication industries in China is highly regulated by the PRC government and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the Internet industry including foreign ownership of and licensing and permit requirements pertaining to companies in the Internet industry. These Internet- and telecommunication-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, in certain circumstances, it could be difficult to determine what actions or omissions could be deemed to be in violation of applicable laws and regulations. Our consolidated affiliated entities are required to obtain and maintain applicable licenses or approvals from different regulatory authorities in order to provide their current services, including but not limited to the ICP license with electronic bulletin boards

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service, the Surveying and Mapping Qualification Certificate for Internet mapping and the Employment Agency License.

        Furthermore, our consolidated affiliated entities could be required to obtain additional licenses. If any of them fails to obtain or maintain any of the required licenses or approvals, its continued business operations in the Internet industry could subject it to various penalties, such as confiscation of illegal net sales, fines and the discontinuation or restriction of its operations. Any such disruption in the business operations of our consolidated affiliated entities will materially and adversely affect our business, financial condition and results of operations.

Failure to effectively detect and prevent fraudulent transactions would increase our losses and adversely affect our business, financial conditions and results of operations.

        We allow our merchant clients to make direct sales to retail customers through online payment authenticated by a two-dimensional barcode and an alphanumeric security code. It is possible that consumers or other third parties will seek to create counterfeit barcode or security code in order to fraudulently purchase goods and services from our merchant clients. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals could attempt to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our services could be subject to employee fraud or other internal security breaches, and we might be required to reimburse customers and/or merchant clients for any funds stolen or revenue lost as a result of such breaches. Our merchant clients could also request reimbursement, or stop using our coupon marketing campaign, if they are affected by buyer fraud or other types of fraud.

        We could incur significant losses from fraud and counterfeit barcodes and security codes. We could also incur losses from merchant client fraud and from erroneous transmissions. While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and might not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, we could suffer direct losses as well as lost business due to the resulting reputational harm and our business, financial conditions and results of operations could be adversely affected.

During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP could be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs could decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective.

        We will be subject to reporting obligations under U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Prior to this offering, we were a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of our consolidated financial statements for the year ended December 31, 2013, identified three material weaknesses, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency,

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or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified are related to (i) lack of accounting personnel with appropriate knowledge of accounting principles generally accepted in the United States of America, or U.S. GAAP, (ii) lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP, and (iii) lack of risk assessment process. These identified material weaknesses could affect our ability to accurately and timely report our financial results in accordance with U.S. GAAP and to prevent or detect material misstatements of the company's annual or interim financial statements on a timely basis.

        Neither we nor our independent registered public accounting firm have undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do after we become a public company. In light of the number of material weaknesses and other control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

        Following the identification of these material weaknesses, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting". However, the implementation of these measures might not fully address these material weaknesses and other control deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses and other control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected.

        Upon completion of this offering, we will become subject to the Sarbanes Oxley Act of 2002 Section 404 of the Sarbanes Oxley Act will require that we include a report from management in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2015. Once we cease to be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. In addition, beginning at the same time, our independent registered public accounting firm would be required to report on the effectiveness of our internal control over financial reporting. If we fail to remedy the problems identified above, our management and our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. This could adversely affect the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes. We will need to incur significant costs and use significant management and other resources in order to comply with Section 404 of the Sarbanes-Oxley Act.

The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

        Our independent registered public accounting firm that issues the audit reports included in our prospectus filed with the U.S. Securities and Exchange Commission, as auditors of companies that are traded publicly in the United States and a firm registered with the U.S. Public Company Accounting

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Oversight Board ("the "PCAOB"), is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditors are not currently inspected by the PCAOB.

        Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditor's audits and its quality control procedures. As a result, investors are deprived of the benefits of PCAOB inspections.

        The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor's audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

Proceedings instituted by the SEC against five PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

        In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the PRC affiliates of the "big four" accounting firms (including our auditors) and also against Dahua (the former BDO affiliate in China). The Rule 102(e) proceedings initiated by the SEC relate to these firms' inability to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act of 2002, as the auditors located in the PRC are not in a position lawfully to produce documents directly to the SEC because of restrictions under PRC law and specific directives issued by the China Securities Regulatory Commission. The issues raised by the proceedings are not specific to our auditors or to us, but affect equally all audit firms based in China and all China-based businesses with securities listed in the United States.

        In January 2014, the administrative judge reached an Initial Decision that the "big four" accounting firms should be barred from practicing before the Commission for six months. However, it is currently impossible to determine the ultimate outcome of this matter as the accounting firms have filed a Petition for Review of the Initial Decision and pending that review the effect of the Initial Decision is suspended. The SEC Commissioners will review the Initial Decision, determine whether there has been any violation and, if so, determine the appropriate remedy to be placed on these audit firms. Once such an order was made, the accounting firms would have a further right to appeal to the U.S. Federal courts, and the effect of the order might be further stayed pending the outcome of that appeal.

        Depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.

Our ability to raise capital in the future could be limited, and our failure to raise capital when needed could prevent us from expanding or growing our business.

        We could in the future be required to raise capital through public or private financing or other arrangements. Such financing might not be available on acceptable terms, or at all, and our failure to

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raise capital when needed could harm our business. Additional equity financing could dilute the interests of holders of our ordinary shares, and debt financing, if available, could involve restrictive covenants and would reduce our profitability. If we cannot raise funds on acceptable terms, we might not be able to grow our business or respond to competitive pressures.

Our legal right to lease certain properties could be challenged by property owners or other third parties, which could cause interruptions to our business operations.

        We lease all of the premises used for our offices. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have not filed certain leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. As of September 30, 2014, we are not aware of any actions, claims or investigations being contemplated by the relevant government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the mortgaged properties challenge our right to lease these properties, we might not be able to protect our leasehold interest and could be ordered to vacate the affected premises, which would "in turn" adversely affect our business operations and results of operations.

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

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Current PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in Internet businesses, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. And any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record in accordance with the Guidance Catalog of Industries for Foreign Investment promulgated in 2007, as amended in 2011, and other applicable laws and regulations. We conduct our operations in China principally through contractual arrangements between our wholly-owned PRC subsidiary, Beijing Wowo Shijie Information Technology Co., Ltd., or Wowo Shijie, and two consolidated affiliated entities in China, namely, Beijing Wowo Tuan Information Technology Co., Ltd., or Beijing Wowo Tuan, and Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai, and their respective shareholders. Beijing Wowo Tuan has three PRC subsidiaries, namely Wuxi Yuzhong Internet Technology Co., Ltd., Jilin Wowo Tuan Information Technology Co., Ltd. and Shandong Wowo Mall Information Technology Co., Ltd., as well as 109 local branches as of the date of this prospectus. Our contractual arrangements with Beijing Wowo Tuan and Kai Yi Shi Dai and their respective shareholders enable us to exercise effective control over these entities and hence treat them as our consolidated affiliated entities and consolidate their results. For a detailed discussion of these contractual arrangements, see "Our History and Corporate Structure".

        In the opinion of our PRC counsel, B&D Law Firm, our current ownership structure, the ownership structure of our PRC subsidiary and our VIEs, and the contractual arrangements among our PRC subsidiary, our variable interest entities, or VIEs, and their shareholders are in compliance with existing PRC laws, rules and regulations. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Thus, we cannot assure you, however, that we will be able to enforce these contracts. Although we believe we are in

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compliance with current PRC regulations, we cannot assure you that the PRC government would agree that these contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that might be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. If the PRC government determines that we are not in compliance with applicable laws and regulations, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, restrict or prohibit our use of proceeds from this offering to finance our business and operations in China, shut down our servers or block our website, require us to restructure our operations, impose additional conditions or requirements with which we might not be able to comply, levy fines, confiscate our income or the income of our PRC subsidiary or affiliated PRC entities, or take other regulatory or enforcement actions against us that could be harmful to our business. The imposition of any of these penalties would result in an adverse effect on our ability to conduct our business.

We rely on contractual arrangements with our consolidated affiliated entities in China and their shareholders for our operations, which might not be as effective as direct ownership in providing operational control.

        Since PRC laws restrict foreign equity ownership in companies engaged in Internet businesses in China, we rely on contractual arrangements with our consolidated affiliated entities, in which we do not hold shares, and their respective shareholders to operate our business in China. If we held the shares of Beijing Wowo Tuan and Kai Yi Shi Dai, we would be able to exercise our rights as a shareholder to effect changes in their respective board of directors, which in turn could effectuate changes at the management level, subject to any applicable fiduciary obligations. However, under the current contractual arrangements, we rely on our consolidated affiliated entities and their respective shareholders' performance of their contractual obligations to exercise effective control, while our Chairman and CEO, Mr. Xu, who holds 37.35% of Wowo Limited shares as of the date of this prospectus, also holds 95% and 60% of the equity interest in Beijing Wowo Tuan and Kai Yi Shi Dai, respectively. In addition, our contractual arrangements generally have a term of ten years with an automatic extension of another ten years on the same terms subject to Wowo Shijie's confirmation. In general, neither our consolidated affiliated entities nor their respective shareholders could terminate the contracts prior to the expiration date. However, the shareholders of the consolidated affiliated entities might not act in the best interests of our company or might not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our consolidated affiliated entities. We can replace the shareholders of our consolidated affiliated entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operation of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them could have an adverse effect on our business". Therefore, these contractual arrangements might not be as effective as direct holding of shares.

Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them could have an adverse effect on our business.

        Our consolidated affiliated entities and their respective shareholders could fail to take certain actions required for our business or follow our instructions despite their contractual obligations to do so. If they fail to perform their obligations under their respective agreements with us, we might have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, which might not be effective.

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        All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. The equity pledge under the equity interests pledge agreements has been registered with the local branch of State Administration of Industry and Commerce, or the SAIC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in certain other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, which could make it difficult to exert effective control over our consolidated affiliated entities, and our ability to conduct our business could be adversely affected. Additionally, under PRC law, rulings by arbitrators are final. Parties cannot appeal the arbitration results in courts. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may enforce the arbitration awards only in PRC courts through arbitration award recognition proceedings, which could require additional expenses and delay.

Contractual arrangements with our consolidated affiliated entities might result in adverse tax consequences to us.

        Under applicable PRC tax laws and regulations, arrangements and transactions among related parties could be subject to audit or scrutiny by the PRC tax authorities within ten years after the taxable year when the arrangements or transactions are conducted. We could face adverse tax consequences if the PRC tax authorities were to determine that the contractual arrangements between Wowo Shijie, our wholly-owned subsidiary in China, our consolidated affiliated entities in China and their respective shareholders were not entered into on an arm's-length basis and therefore constituted unfavorable transfer pricing arrangements. Unfavorable transfer pricing arrangements could, among other things, result in an upward adjustment on taxation. In addition, the PRC tax authorities could impose late payment fees and other penalties on our consolidated affiliated entities for the adjusted but unpaid taxes. Our results of operations could be adversely affected if our consolidated affiliated entities' tax liabilities increase significantly or if they are required to pay late payment fees or other penalties.

The shareholder of Beijing Wowo Tuan, Mr. Maodong Xu could have potential conflicts of interest with us, and if any such conflicts of interest are not resolved in our favor, our business could be adversely affected.

        Our Chairman and CEO, Mr. Maodong Xu, is the shareholder of Beijing Wowo Tuan and Kai Yi Shi Dai. The interests of Mr. Xu as the major shareholder of Beijing Wowo Tuan and Kai Yi Shi Dai could differ from the interests of our company as a whole, notwithstanding that Mr. Xu is our single largest shareholder. We cannot assure you that when conflicts of interest arise, Mr. Xu will act in the best interests of our company or that conflicts of interests will always be resolved in our favor. In addition, Mr. Xu could breach or cause Beijing Wowo Tuan and Kai Yi Shi Dai to breach or refuse to renew the existing contractual arrangements with us. Currently, we do not have existing arrangements to address potential conflicts of interest Mr. Xu could encounter in his capacity as a beneficial owner and director of Beijing Wowo Tuan and Kai Yi Shi Dai. We rely on Mr. Xu to comply with the laws of China, which protect contracts, including the contractual arrangements that Beijing Wowo Tuan and Kai Yi Shi Dai and its shareholder have entered into with us, provide that directors and executive officers owe a duty of loyalty to our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains. We also rely on Mr. Xu to abide by the laws of the Cayman Islands, which provide that directors have a duty of care and a duty of loyalty to act honestly in good faith with a view to our best interests. See "Description of Share Capital—Difference in Corporate Law—Directors' Fiduciary Duties" for further information on how conflicts of interest is addressed in our [third] amended and restated memorandum and articles of association. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve any conflicts of

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interest or disputes between us and Mr. Xu, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Other shareholders of our consolidated affiliated entities could also have potential conflicts of interest with us, which could adversely affect our business.

        We can replace the shareholders of our consolidated affiliated entities at any time pursuant to the equity option agreements. In addition, each of the shareholders of our consolidated affiliated entities has executed a power of attorney to appoint Wowo Shijie to vote on his or her behalf and exercise the full voting rights as the shareholder of the consolidated affiliated entities. However, we cannot assure you that when conflicts arise, the shareholders of our consolidated affiliated entities will act in the best interests of our company or that conflicts will be resolved in our favor. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated affiliated entities, we would have to rely on legal proceedings, which could be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

We rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we might have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have an adverse effect on our ability to conduct our business.

        We are a holding company, and we rely principally on dividends and other distributions on equity paid by our wholly-owned PRC subsidiary, Wowo Shijie, and our wholly-owned Hong Kong subsidiary, Wowo Mall (China) Limited (formerly known as WoWo Holding Limited), which is the direct holding company of Wowo Shijie, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we might incur. If Wowo Shijie or Wowo Mall (China) Limited, as the case may be, incurs debt on their own behalf in the future, the instruments governing the debt could restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities could require us to adjust our taxable income under the contractual arrangements Wowo Shijie currently has in place with our consolidated affiliated entities in a manner that would adversely affect its ability to pay dividends and other distributions to us.

        Under PRC laws and regulations, Wowo Shijie, as a wholly foreign-owned enterprise in China, can pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise such as Wowo Shijie is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. At its discretion, it may allocate a portion of its after-tax profits based on PRC accounting standards to other funds. These statutory reserve funds and other funds are not distributable as cash dividends. As of September 30, 2014, the paid-in registered capital of Wowo Shijie was US$22 million. Any limitation on the ability of Wowo Shijie or Wowo Mall (China) Ltd. (HK) to pay dividends or make other distributions to us could adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion could limit our use of the proceeds we receive from this offering to fund our expansion or operations.

        In utilizing the proceeds we receive from this offering in the manner described in "Use of Proceeds", as an offshore holding company with a PRC subsidiary, we could (i) make additional capital contributions to our PRC subsidiary, (ii) establish new PRC subsidiaries and make capital contributions

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to these new PRC subsidiaries, (iii) make loans to our PRC subsidiary or consolidated affiliated entities, or (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

•

capital contributions to our PRC subsidiaries, whether the existing one or newly established ones, must be approved by the PRC Ministry of Commerce or its local counterparts;

•

loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange, or SAFE, or its local branches; and

•

medium and long-term loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.

        On August 29, 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency-registered capital into Renminbi by restricting how the converted Renminbi may be used. In addition, SAFE promulgated Circular 45 on November 9, 2011 in order to clarify the application of SAFE Circular 142. Under SAFE Circular 142 and Circular 45, the Renminbi capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from foreign currency registered capital of foreign-invested enterprises. The use of such Renminbi capital cannot be changed without SAFE's approval, and such Renminbi capital cannot in any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Furthermore, SAFE promulgated Circular 59 in November 2010, which tightens the regulation over settlement of net proceeds from overseas offerings, such as our initial public offering, and requires, among other things, the authenticity of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner described in the offering documents or otherwise approved by our board. Violations of these SAFE regulations could result in severe monetary or other penalties, including confiscation of earnings derived from such violation activities, a fine of up to 30% of the Renminbi funds converted from the foreign invested funds or in the case of a severe violation, a fine ranging from 30% to 100% of the Renminbi funds converted from the foreign-invested funds.

        In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future plans to use the U.S. dollar proceeds we receive from this offering for our expansion and operations in China. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations could be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business.

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We could lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if such entities go bankrupt or become subject to dissolution or liquidation proceedings.

        As part of our contractual arrangements with our consolidated affiliated entities, such entities hold certain assets that are important to the operation of our business. If our consolidated affiliated entities go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we might not be able to continue some or all of our business activities, which could adversely affect our business, financial condition and results of operations. If our consolidated affiliated entities undergo voluntary or involuntary liquidation proceedings, the unrelated third-party creditors could claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could adversely affect our business, financial condition and results of operations.

If our consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses and approvals required under the complex regulatory environment for online businesses in China, our business, financial condition and results of operations could be adversely affected.

        The Internet industry in China is highly regulated by the PRC government and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the Internet industry. See "Regulations". Our consolidated affiliated entities are required to obtain and maintain certain assets relevant to their business as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These assets and licenses are essential to the operation of our business and are generally subject to annual review by the relevant governmental authorities. Furthermore, our affiliated PRC entities could be required to obtain additional licenses. If our consolidated affiliated entities fail to obtain or maintain any of the required assets, licenses or approvals, their continued business operations in the Internet industry could subject them to various penalties, such as the confiscation of illegal net revenues, fines and the discontinuation or restriction of their operations. Any such disruption in the business operations of our affiliated PRC entities could adversely affect our business, financial condition and results of operations.

Risks Relating to Doing Business in China

We could be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies.

        The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it could be difficult to determine what actions or omissions could be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation of Internet businesses include, but are not limited to, the following:

•

there are uncertainties relating to the regulation of Internet businesses in China, including evolving licensing practices. This means that permits, licenses or operations at some of our companies could be subject to challenge, or we could fail to obtain permits or licenses that would be deemed necessary for our operations or we might not be able to obtain or renew certain permits or licenses. The major permits and licenses that could be involved include, without limitation, the ICP license. If we fail to maintain any of these required licenses or approvals, we could be subject to various penalties, including fines and the discontinuation of or restrictions on our operations. Any such disruption in our business operations could have an adverse effect on our results of operations;

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•

new laws and regulations could be promulgated that will regulate Internet activities, including online services. If these new laws and regulations are promulgated, additional licenses could be required for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties; and

•

we only have contractual control over our operating websites, 55.com and 55tuan.com. We do not own the website due to the restriction of foreign investment in businesses providing value-added telecom services in China, including Internet content distribution services. This could significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

        The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risks that we could be found to violate the existing or future laws and regulations given the uncertainty and complexity of China's regulation of Internet businesses.

        On July 13, 2006, the Ministry of Industry and Information Technology, or the MIIT, the successor of the Ministry of Information Industry, issued the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecom Services. This notice prohibits domestic telecom services providers from leasing, transferring or selling telecom business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecom business in China. According to this notice, either the holder of a value-added telecom business operating license or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecom services. The notice also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently, Beijing Wowo Tuan and Kai Yi Shi Dai, two of our PRC consolidated affiliated entities, own the related domain names, hold the ICP licenses necessary for the operation of our 55.com and 55tuan.com websites, and are in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. In addition, as a result of our recent acquisitions, we are in the process of integrating three websites operated by our consolidated affiliated entities which have not received ICP licenses into the 55.com and 55tuan.com domains. Pursuant to the Administrative Measures on Internet Information Services effective since September 25, 2000, commercial Internet information services are subject to licensing system. In case the operator provides commercial Internet information services without obtaining an operation license or the services provided by the operator exceed the scope of the services as permitted by the operation license, the relevant telecom administrative agency could order to have such act corrected within a specified period. Where there is illegal income, the illegal income could be confiscated and a fine of no less than three times but no more than five times the value of the illegal income would be imposed; where there is no illegal income or the illegal income does not exceed RMB50,000, a fine of no less than RMB100,000 but no more than RMB1,000,000 could be imposed; in the event of a serious case, the operator shall be ordered to close down its website.

Uncertainties with respect to the PRC legal system could have an adverse effect on us.

        The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the

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protections afforded to various forms of foreign investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always consistent, and enforcement of these laws, regulations and rules involves uncertainties, which could limit the available legal protections.

        In addition, the PRC administrative and court authorities have significant discretion in interpreting and implementing or enforcing statutory rules and contractual terms, and it could be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we could enjoy in the PRC than under some more developed legal systems. These uncertainties could affect our judgment on the relevance of legal requirements and our decisions on the measures and actions to be taken to fully comply therewith, and could affect our ability to enforce our contractual or tort rights. Such uncertainties could therefore increase our operating costs and expenses as well as adversely affect our business and results of operations.

        Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and could have a retroactive effect. As a result, we might not be aware of our violation of any of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could adversely affect our business and impede our ability to continue our operations.

The approval of the China Securities Regulatory Commission, or the CSRC, could be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have an adverse effect on our business, results of operations, reputation and trading price of our ADSs.

        On August 8, 2006, six PRC regulatory authorities, including the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the 2006 M&A Rules, which were later amended on June 22, 2009. According to the 2006 M&A Rules, an offshore special purpose vehicle, or SPV, refers to an overseas company controlled directly or indirectly by domestic companies or individuals for purposes of overseas listing of equity interests in domestic companies (defined as enterprises in the PRC other than foreign-invested enterprises). The 2006 M&A Rules require that the overseas listing by the SPV must be approved by the CSRC. However, the applicability of the 2006 M&A Rules with respect to CSRC approval is unclear. Accordingly, the application of the 2006 M&A Rules with respect to this offering and our corporate structure for this offering established under contractual arrangements remains unclear.

        We believe that the 2006 M&A Rules do not require that we obtain prior CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market, given that (i) our PRC subsidiary, Wowo Shijie, was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any "domestic company" as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between our company, our PRC subsidiary and any of our consolidated affiliated entities as a type of acquisition transaction falling under the 2006 M&A Rules; (ii) we do not hold any equity interests in Beijing Wowo Tuan or Kai Yi Shi Dai or any of their PRC subsidiaries; and (iii) the CSRC currently has not issued any definitive rule concerning whether offerings like the offering contemplated by our company under this prospectus are subject to prior CSRC approval.

        However, if the CSRC subsequently determines that its prior approval is required, we could face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies could impose fines and penalties on our operations, limit our operating privileges, delay or restrict our sending the proceeds from this offering into China, or take other actions that

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could have an adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies also could take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery might not occur.

        We cannot predict when the CSRC would promulgate additional rules or other guidance, if at all. If implementing rules or guidance are issued prior to the completion of this offering and consequently we conclude that we are required to obtain CSRC approval, this offering will be delayed until we obtain CSRC approval, which could take several months or longer. Moreover, the implementing rules or guidance, to the extent issued, could fail to resolve current ambiguities under the 2006 M&A Rules. Uncertainties or negative publicity regarding the 2006 M&A Rules could have an adverse effect on the trading price of our ADSs.

Regulation and censorship of information distribution over the Internet in China could adversely affect our business, and we could be liable for information displayed on, retrieved from or linked to our website.

        China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could adversely affect our business, financial condition and results of operations. We could also be subject to potential liability for any unlawful actions of users of our website or for content we distribute that is deemed inappropriate. It could be difficult to determine the type of content that could result in liability to us, and if we are found to be liable, we could be prevented from operating our website in China.

Governmental control of currency conversion could affect the value of your investment.

        The PRC government imposes controls on the convertibility between the Renminbi and foreign currencies despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Currently all of our revenues are denominated in Renminbi. Under our current holding company corporate structure, our income is primarily derived from dividend payments from our PRC subsidiary. Shortages in the availability of foreign currency or other restrictions could restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency- denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we might not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

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Fluctuations in exchange rates of the Renminbi could affect our reported results of operations.

        The exchange rates between the Renminbi and the U.S. dollar and other foreign currencies are affected by, among other things, changes in China's political and economic conditions. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. However, the People's Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For almost two years after July 2008, the Renminbi traded within a very narrow range against the U.S. dollar, remaining within 1% of its July 2008 high. As a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S. dollar. In June 2010, the PRC government announced that it would increase Renminbi exchange rate flexibility. However, it remains unclear how this flexibility might be implemented. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

        As we rely on dividends and other fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi could adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we received from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition, since our functional and reporting currency is the U.S. dollar while the functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which might not reflect any underlying change in our business, financial condition or results of operations.

Our operations could be adversely affected by changes in China's political, economic and social conditions.

        Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects could be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

        The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

        While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.

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Some of these measures might benefit the overall Chinese economy, but could have a negative effect on us. For example, our financial condition and results of operations could be adversely affected by government control over capital investments or changes in tax regulations. In the past the PRC government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures could cause decreased economic activity in China, which could adversely affect our business and operating results. Any significant increase in China's inflation rate could increase our costs and have an adverse effect on our operating margins. In addition, any sudden changes to China's political system or the occurrence of widespread social unrest could have negative effects on our business and results of operations.

Under the PRC enterprise income tax law, we could be classified as a "resident enterprise" of China. Such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

        Under the PRC Enterprise Income Tax Law, or the New EIT Law, and the Implementation Rules to the New EIT Law, or the Implementation Rules, both of which became effective on January 1, 2008, an enterprise established outside of the PRC with "de facto management bodies" within the PRC is considered a resident enterprise and is subject to PRC enterprise income tax at the rate of 25% on its global income. The Implementation Rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise". The only detailed guidance currently available regarding the definition of "de facto management body" as well as the determination of the tax residence of offshore incorporated enterprises whose primary controlling shareholder is a PRC company or a PRC corporate group, and such enterprises' tax administrations are set forth in two notices, the Notice On Issues Relating to Determination of Chinese-Controlled Offshore Enterprise as PRC Resident Enterprises by applying the "De Facto Management Body", or Circular 82, and the Administrative Measures of Enterprise Income of Chinese Controlled Offshore Incorporated Resident Enterprise (Trial), or Circular 45, issued by the PRC State Administration of Taxation, or the Circulars. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group would be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups would be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as the exercise of competent tax authorities' procedures. The Circulars also specify that when provided with a copy of PRC tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, a payer of PRC-sourced dividends, interest, royalties, etc. should not withhold 10% income tax on such payments to such Chinese controlled offshore incorporated enterprise. Although the Circulars apply only to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals such as us, the determination criteria and administration clarification made in the Circulars reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented. There is no assurance that the PRC State Administration of Taxation will not apply the same or similar criteria as stated in the Circulars to determine whether the "de facto management body" of an offshore incorporated enterprise controlled by PRC individuals (like us) is located within the PRC in the future. If the PRC authorities were to

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determine that we should be treated as a PRC resident enterprise for the purpose of PRC enterprise income tax, a 25% enterprise income tax on our global income could significantly increase our tax burden and adversely affect our financial condition and results of operations.

        Pursuant to the New EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign enterprise investors will be subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. We are a Cayman Islands holding company and substantially all of our income comes from dividends from our PRC subsidiary through our Hong Kong holding company. To the extent these dividends are subject to withholding tax, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and ADS holders, will be reduced.

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as PRC-sourced income. It is not clear how "domicile" might be interpreted under the New EIT Law, and it could be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs could be regarded as PRC-sourced income and as a result subject to PRC withholding tax at a rate of up to 10%, subject to the provisions of any applicable tax treaty. If dividends we pay to our overseas individual shareholders or ADS holders, or gains realized by such holders from the transfer of our shares or ADSs, are treated as China-sourced income, the withholding rate would be 20%, subject to the provisions of any applicable tax treaty.

        If we are required under the New EIT Law to withhold PRC income tax on any dividends paid to our non-PRC shareholders and ADS holders or if gains from dispositions of our shares or ADSs are subject to PRC tax, your investment in our ADSs or ordinary shares could be adversely affected.

        Furthermore, the State Administration of Taxation promulgated the Notice on How to Understand and Determine the Beneficial Owners in Tax Treaties in October 2009, or Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601, a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company cannot be regarded as a beneficial owner and, therefore, cannot qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. We cannot assure you that any dividends distributed by us to our non-PRC shareholders and ADS holders whose jurisdiction of incorporation has a tax treaty with China providing for avoidance of double taxation will be entitled to the benefits under the relevant withholding arrangement.

A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

        The State Administration of Foreign Exchange, or SAFE, issued the Circular Relating to Foreign Exchange Administration of Offshore Investment, Financing and Return Investment by Domestic Residents Utilizing Special Purpose Vehicles, or SAFE Circular 37, that was promulgated and become effective on July 14, 2014. It requires a PRC natural person or a PRC company (a "PRC Resident") to file a "Registration Form of Overseas Investments Contributed by PRC Resident" and register with the local SAFE branch before it contributes assets or equity interests in an overseas special purpose

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vehicle, or SPV, that is directly established and controlled by PRC Resident for the purpose of conducting investment or financing. Following the initial registration, the PRC resident is also required to register with the local SAFE branch timely for any major change in respect of SPV, including, among other things, any major change of SPV's PRC Resident shareholder, name of the SPV, term of operation or any increase or reduction of the SPV's registered capital, share transfer or swap, and merger or division. Failure to comply with the registration procedures of Circular 37 could result in the penalties including the imposition of restrictions on the ability of SPV's PRC subsidiaries to dividends to its overseas parent company.

        As Circular 37 was recently promulgated, it remains unclear how this regulation and any future related legislation will be interpreted, amended and implemented by the relevant PRC government authorities. As of September 30, 2014, to the best of our knowledge, most of our PRC Resident shareholders with offshore investments had registered with SAFE to their offshore investments according to the predecessor regulation of Circular 37, namely the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75, which was replaced by the SAFE Circular 37 but still effective when the relevant PRC shareholders made their investments.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply with SAFE Circular 37 requirements. The rest of our PRC citizen or resident beneficial owners are also applying for registrations under SAFE Circular 37 with the relevant local counterpart of SAFE in Beijing. However, we might not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 37 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with, or will in the future make or obtain the necessary any applicable registrations or approvals as required by, SAFE Circular 37 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 37, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. In addition, as disclosed in the "Prospectus Summary", upon the completion of this offering, we will convert all of our indebtedness owed to Mr.Xu to additional ordinary shares to be issued to him or his designees. Pursuant to SAFE Circular 37, PRC citizens or residents must register with the relevant local SAFE branch before making capital contribution to any offshore entity directly established or indirectly controlled by that PRC citizen or resident for the purpose of investment or financing and with onshore or offshore assets or equity interests legally owned by that PRC citizen or resident. We understand that Mr. Xu or his designees will be required to register with the local SAFE branch before they change the equity interests in our company upon the completion of this offering. As a result, we cannot assure you that Mr. Xu or his designees will in the future make or obtain any necessary applicable registration changes as required by SAFE Circular 37 or other related regulations. Failure by us to amend the foreign exchange registrations in compliance with SAFE Circular 37 could subject us to fines or legal sanctions restrict our overseas or cross-border ownership structure, which could adversely affect our business and prospects. See "—We rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we might have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have an adverse effect on our ability to conduct our business".

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A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens could subject such employees or us to fines and legal or administrative sanctions.

        Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated by SAFE on January 5, 2007 and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or other qualified PRC agents are required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. For participants who had already participated in an employee share option or share incentive plan before the date of the guidance, the guidance require their PRC employers or PRC agents to complete the relevant formalities within three months of the date of the guidance. We and our PRC citizen employees, who have been granted share options, or PRC option holders, will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. If we or our PRC option holders fail to comply with these rules, we or our PRC option holders could be subject to fines and legal or administrative sanctions. See "Regulations—Regulations on Foreign Exchange".

We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Enterprises, or SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority could disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer could be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

        There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 could be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. As a result, we and our non-resident investors in such transactions could become subject to the reporting obligations and even at risk of being taxed under SAT Circular 698 and we could be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under the general anti-avoidance rules of the New EIT Law, which could have an adverse effect on our financial condition and results of operations or such non-resident investors' investment in us.

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PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

        PRC laws and regulations, such as the 2006 M&A Rules, the Anti-Monopoly Law promulgated by the PRC National People's Congress in 2007 and the Notice on the Establishment of the Security Review System in Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the State Council, or the Security Review Rule, establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors and companies more time-consuming and complex, including requirements in some instances that various governmental authorities be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, on February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information service industry, which our operations fall within, could be subject to security review. Consequently, any such transaction could be blocked due to their effect on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors, which, among other things, set forth detailed provisions on how the security review of relevant transactions would be conducted, and provide for that foreign investors could not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We could expand our business in part by acquiring complementary businesses. Complying with the requirements of the relevant PRC laws and regulations to complete such transactions could be time-consuming, and any required approval processes could delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Increases in labor costs in the PRC may adversely affect our business and results of operations.

        The economy of China has been experiencing increases in inflation and labor costs in recent years. As a result, the average wages in the PRC are expected to continue to grow. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and those employers who fail to make adequate payments could be subject to late payment fees, fines and/or other penalties. If the relevant PRC authorities determine that we should make supplemental social insurance and housing fund contributions and that we are subject to fines and legal sanctions, our business, financial condition and results of operations could be adversely affected. We expect that our labor costs, including wages and employee benefits, would continue to increase. Unless we are able to pass on these increased labor costs to our customers by increasing the prices of our products and services, our financial condition and results of operations could be adversely affected.

The dissolution of certain branches and subsidiaries of Beijing Wowo Tuan could result in the incurrence of liabilities and other adverse consequences that could affect our business, financial condition and results of operations.

        Because of changes in our strategy and business needs, we filed with the relevant PRC authorities to dissolve certain branches and subsidiaries of Beijing Wowo Tuan, but the dissolution process will not completed prior to the completion of this offering. To complete the dissolution process, we must wait until we receive the formal revocation of the business licenses for each such branches and subsidiaries

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being dissolved. Although we do not believe there are any material liabilities currently owed by these branches and subsidiaries of Beijing Wowo Tuan, we cannot guarantee you that we would not face unanticipated liabilities during the dissolution process. While we are currently unaware of any unanticipated liabilities and, therefore, cannot quantify such liabilities, nevertheless, we cannot rule out that the risk of unanticipated liabilities exists and will exist until the dissolution is completed when the branch and subsidiary business licenses of these branches and subsidiaries have been officially cancelled. If any unanticipated liabilities were to be identified, our business, financial condition and results of operations could be adversely affected.

We are subject to consumer protection laws that could require us to modify our current business practices and incur increased costs.

        We are subject to numerous PRC laws and regulations that govern e-commerce business, such as the Consumer Protection Law. If these regulations were to change or if we or our merchant clients were to violate them, the costs of certain products or services could increase, or we could be subject to fines or penalties or suffer reputational harm, which could reduce demand for the products or services offered on our website and adversely affect our business and results of operations. For example, the recently amended Consumer Protection Law, which became effective in March 2014, further strengthens the protection of consumers and imposes more stringent requirements and obligations on business operators, especially for businesses that operate on the Internet. We do not maintain product liability insurance for products and services transacted on our platform, and our rights of indemnity from the vendors and service providers might not adequately cover us for any liability we incur. Even unsuccessful claims could result in the expenditure of funds and management time and resources and could reduce our net income and profitability. Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. We could be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which could increase our costs and limit our ability to operate our business.

The enforcement of stricter labor laws and regulations in the PRC could adversely affect our business and our profitability.

        We have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and childbearing insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law, or the Labor Contract law, that became effective in January 2008, as amended on December 28, 2012 and effective as of July 1, 2013, and its implementation rules that became effective in September 2008, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees' probation and ability to unilaterally terminating labor contracts. In the event that we decide to terminate the employment of any of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules could limit our ability to effect these changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations. On October 28, 2010, the Standing Committee of the National People's Congress promulgated the PRC Social Insurance Law, or the Social Insurance Law, which became effective on July 1, 2011. According to the Social Insurance Law, employees must participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance and maternity insurance and the employers must, together with their employees or separately, pay the social insurance premiums for such employees. As the interpretation and implementation of labor-related laws and regulations are still evolving, we could be liable for payments and fines arising from our delinquent payments of previous social insurance and housing funds that we did not anticipate. Moreover, we cannot assure you that our

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employment practices do not and will not violate labor-related laws and regulations in China, which could subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, our business and results of operations could be adversely affected.

Risks Relating to Our ADSs and This Offering

An active trading market for our ordinary shares or our ADSs might not develop and the trading price for our ADSs might fluctuate significantly.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares represented by the ADSs. If an active public market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs could be adversely affected. We have applied to list our ADSs on the Nasdaq Global Market. A liquid public market for our ADSs might not develop. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the ADSs are traded after this offering could decline below the initial public offering price, meaning that you could experience a decrease in the value of your ADSs regardless of our operating performance or prospects. In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management, and, if the suit is adversely determined, it could have an adverse effect on our results of operations.

Future sales or perceived sales of our ADSs or ordinary shares by existing shareholders could cause our ADSs' price to decline.

        If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up period and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline. Upon closing of this offering, we will have outstanding ordinary shares. All ADSs sold in this offering will be freely tradable, without restriction, in the public market. The representatives of the underwriters could, in their sole discretion, permit our officers, directors, employees and current option holders and shareholders to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire (180 days or more from the date of this prospectus), all of our outstanding shares will be eligible for sale in the public market, but they will be subject to volume limitations under Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act. In addition, ordinary shares subject to outstanding options under our share incentive plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.

Because the initial public offering price is substantially higher than our pro forma net tangible book value per ADS, you will incur immediate and substantial dilution.

        If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$            per ADS (assuming no exercise of outstanding options to acquire ordinary shares), representing the difference between our pro forma net tangible book value per ADS as of            , 2014, after giving effect to this offering and the assumed initial public offering price of US$            per ADS (the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus). In addition, you could experience

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further dilution to the extent that our ordinary shares are issued upon the exercise of outstanding share options. Substantially all of the ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ADS basis that is less than the initial public offering price per ADS in this offering.

We could be a passive foreign investment company, or PFIC, which would result in adverse United States tax consequences to United States investors.

        For any taxable year, we would be a passive foreign investment company, or PFIC, for United States federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets (generally by value) in that taxable year that produce or are held for the production of passive income (which includes cash) is at least 50%. Although we do not believe we were a PFIC for our most recent taxable year, in light of our significant cash balances (taking into account the expected proceeds from this offering) and the uncertainty as to the extent, if any, that our goodwill could be taken into account in determining our PFIC status for the 2013 taxable year, we might be a PFIC for the 2013 taxable year. With respect to the 2014 taxable year and foreseeable future taxable years, we presently do not anticipate that we will be a PFIC based upon the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering), and the expected composition of our income and assets. However, we might be a PFIC for the 2014 taxable year or any future taxable years due to changes in our asset or income composition, or the value of our assets, including if our market capitalization is less than anticipated or subsequently declines. In addition, there is uncertainty as to the treatment of our contractual arrangements with our consolidated affiliated entities for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we could be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, except if you have made a mark-to-market election. Because there are uncertainties in the application of the relevant rules and PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we will not be a PFIC for any year. If we are a PFIC, U.S. holders of our ADSs or ordinary shares could be subject to increased tax liabilities under United States federal income tax laws and could be subject to burdensome reporting requirements. See "Taxation—Material United States Federal Income Tax Consequences—Passive Foreign Investment Company". As the determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, our U.S. counsel expresses no opinion with respect to our PFIC status.

We are a "foreign private issuer", and have disclosure obligations that are different from those of U.S. domestic reporting companies; as a result, you should not expect to receive the same information about us at the same time when a U.S. domestic reporting company provides the information required to be disclosed.

        We are a foreign private issuer and, as a result, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Securities Exchange Act of 1934, or the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We will have four months from the end of each fiscal year to file our annual report on Form 20-F. We are not required to disclose detailed individual executive compensation information that is required to be disclosed by U.S. domestic issuers. Further, our directors and executive officers are not required to report equity holdings under Section 16 of the Securities Act and are not subject to the insider short- swing profit disclosure and recovery regime. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and

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anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer are different than those imposed on U.S. domestic reporting companies, our shareholders should not expect to receive the same information about us and at the same time as the information received from, or provided by U.S. domestic reporting companies.

We are an emerging growth company and cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ADSs less attractive to investors.

        We are an "emerging growth company" under the Jumpstart Our Business Startups Act (the "JOBS Act"), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Furthermore, we are not required to present selected financial information or any management's discussion herein for any period prior to the earliest audited period presented in connection with this prospectus.

        We have not opted out of these exemptions available to the emerging growth companies from various reporting requirements that are applicable to other public companies. This decision would allow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies or otherwise become applicable to us. As a result, our financial statements might not be comparable to public companies or other emerging growth companies that have opted out of these exemptions. We cannot predict if investors will find our ADSs less attractive because we will rely on these exemptions. If some investors find our ADSs less attractive as a result, our stock price could be lower than it otherwise would be, there could be a less active trading market for our ADSs and our stock price could be more volatile.

        We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion; (ii) the last day of our fiscal year ending after the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act.

You might not receive certain distributions we made on our ordinary shares or other deposited securities if the depositary decides not to make such distributions to you.

        The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary could, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary could determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions could be less than the cost of mailing them. In these cases, the depositary could decide not to distribute such property and you will not receive such distribution.

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The trading price of our ADSs could be volatile, which would result in substantial losses to investors.

        The trading price of our ADSs could be volatile and could fluctuate widely in response to factors relating to our business as well as external factors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially. At the same time, securities markets could from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. For example, in late 2008 and early 2009, the securities markets in the United States, China and other jurisdictions experienced the largest decline in share prices since September 2001. These market fluctuations could also have an adverse effect on the market price of our ordinary shares.

        The performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States could affect the volatility in the price of and trading volumes for our ADSs. In recent years, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings. The trading performances of these PRC companies' securities at the time of or after their offerings could affect the overall investor sentiment towards PRC companies listed in the United States and consequently could affect the trading performance of our ADSs. These broad market and industry factors could significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. Any of these factors could result in large and sudden changes in the trading volume and price for our ADSs.

Anti-takeover provisions in our charter documents could discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium.

        Our [third] amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, any or all of which could be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares could fall and the voting and other rights of the holders of our ordinary shares could be adversely affected. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law.

        Our corporate affairs are governed by our [third] amended and restated memorandum and articles of association, the Cayman Islands Companies Law (2013 Revision), as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of our directors to us under Cayman

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Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

        There is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Maples and Calder has advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment:

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is given by a foreign court of competent jurisdiction;

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imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

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is final;

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is not in respect of taxes, a fine or a penalty; and

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was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

        You should also read "Description of Share Capital—Differences in Corporate Law" for some of the differences between the corporate and securities laws in the Cayman Islands and the United States.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because all of our directors and officers reside outside the United States.

        We are incorporated in the Cayman Islands and conduct our operations exclusively in China. All of our assets are located outside the United States. All of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China could render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Cayman Islands or

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PRC courts would be competent to hear original actions brought in the Cayman Islands or China against us or such persons predicated upon the securities laws of the United States or any state. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforcement of Civil Liabilities".

        Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. Our directors have discretion under Cayman Islands law to determine whether or not, and under what conditions, our corporate records could be inspected by our shareholders, but are not obliged to make them available to our shareholders. This could make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

        As a result of all of the above, public shareholders might have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Your ability to protect your rights as shareholders through the U.S. federal courts could be limited because we are incorporated under Cayman Islands law.

        Cayman Islands companies might not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court could be limited to direct shareholder lawsuits.

We have not determined a specific use for the net proceeds from this offering and we could use these proceeds in ways with which you might not agree.

        We have not determined a specific use for the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds could be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our ADS price. The net proceeds from this offering could also be placed in investments that do not produce income or that lose value.

The voting rights of holders of ADSs are limited in several significant ways by the terms of the deposit agreement.

        Holders of our ADSs will only be able to exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depository. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares. Under our [third] amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is 10 clear days. When a general meeting is convened, you might not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents might not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the

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depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you might not be able to exercise your right to vote and you could lack recourse if your ordinary shares are not voted as you requested.

The depositary of our ADSs will, except in limited circumstances, grant to us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

        Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders' meetings if you do not vote, unless:

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we have failed to timely provide the depositary with our notice of meeting and related voting materials;

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we have instructed the depositary that we do not wish a discretionary proxy to be given;

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we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

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a matter to be voted on at the meeting would have an adverse effect on shareholders; or

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voting at the meeting is made on a show of hands.

        The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it makes it more difficult for holders of ADSs to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You might not receive distributions on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you.

        The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs, if any government approval or registration is required for such distribution. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you might not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you. These restrictions could have an adverse effect on the value of your ADSs.

You might be subject to limitations on the transfer of your ADSs.

        Your ADSs, represented by ADRs, are transferable on the books of the depositary. However, the depositary could close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary could close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary could also close its books in emergencies, and on weekends and public

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holidays. The depositary could refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we think or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Compliance with rules and requirements applicable to public companies might cause us to incur increased costs, which could negatively affect our results of operations.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq Global Market, has required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. Complying with these rules and requirements could be especially difficult and costly for us because we might have difficulty locating sufficient personnel in China with experience and expertise relating to U.S. GAAP and U.S. public company reporting requirements, and such personnel could command higher salaries relative to what similarly experienced personnel would command in the United States. If we cannot employ sufficient personnel to ensure compliance with these rules and regulations, we might need to rely more on outside legal, accounting and financial experts, which could be very costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we might incur or the timing of such costs.

Our corporate actions are substantially influenced by Maodong Xu, our founder, chairman and chief executive officer, whose interests might differ from yours and our company as a whole.

        Immediately following this offering, Maodong Xu will beneficially own approximately        % of our outstanding shares or         % if the underwriters exercise their option to purchase additional ADSs in full.

        Accordingly, Mr. Xu will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership could also discourage, delay or prevent a change of control transactions involving our company, which would deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions could be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering.

As a foreign private issuer, we are permitted to, and we plan to, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer's directors consist of independent directors. This might afford less protection to holders of our ordinary shares and ADSs.

        Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive compensation and nomination of directors. As a foreign private issuer, however, we are permitted to, and we plan to follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of directors will not consist of independent directors as long as we rely on the foreign

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private issuer exemption, fewer board members will be exercising independent judgment and the level of board oversight on the management of our company might decrease as a result. In addition, we currently intend to follow Cayman Islands law instead of the Nasdaq requirements that mandate that we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see "Description of Share Capital—Differences in Corporate Law".

The Deposit Agreement could be amended or terminated without your consent under certain circumstances, which limits your rights and could adversely affect your interests in our ADSs.

        We could agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we might not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We also have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary could in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected. After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and could sell the securities held on deposit. After the sale, the depositary would hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary would have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

        In the event the Deposit Agreement is modified or terminated, you could have different rights relating to the ADSs than when you first invested in our ADSs. These modifications could differ from your expectations upon your initial investment. Moreover, in the event the Deposit Agreement is terminated, whether by us or the depositary, we might not be able to enter into a replacement Deposit Agreement on commercially reasonable terms, in a timely manner or at all, in which case your rights and interests in our ADSs would be adversely affected.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary", "Risk Factors", "Use of Proceeds", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business". In some cases, these forward-looking statements can be identified by words or phrases such as "aim", "anticipate", "believe", "estimate", "expect", "going forward", "intend", "ought to", "plan", "project", "potential", "seek", "may", "might", "can", "could", "will", "would", "shall", "should", "is likely to" and the negative form of these words and other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

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our goals and strategies;

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our prospects, business development, growth of our operations, financial condition and results of operations;

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the expected growth of the Internet and mobile user populations in China;

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our plans to enhance subscriber experience, upgrade our infrastructure and increase our service offerings;

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our expectations regarding demand for and market acceptance of our services;

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competition in our industry in China;

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our planned use of proceeds; and

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fluctuations in general economic and business conditions in China.

        These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations could later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Prospectus Summary—Our Challenges", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Our Business", "Regulations" and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The online service industry might not grow at the rate projected by market data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results could differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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USE OF PROCEEDS

        We expect the offering to be made on a best-efforts basis with no minimum number of ADSs required to be sold in order for the offering to proceed. The offering price per share is $            . The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the ADSs offered for sale by us. There is no assurance that we will raise the full $                        . In addition, there is no guarantee that we will raise any funds in this offering.

	25%	50%	75%	100%
Gross proceeds	$	$	$	$
Offering expenses	$	$	$	$
Net proceeds	$	$	$	$

        We anticipate using the net proceeds of this offering for general corporate purposes, including future operating losses and working capital needs by December 31, 2015.

        In addition, the purposes of this offering also include the creation of a public market for our ordinary shares represented by the ADSs for the benefit of our shareholders. We did not have any agreements or understandings to make any material acquisitions of, or investments in, other businesses as of the date of this prospectus.

        The foregoing represents our intentions as of the date of this prospectus based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

        To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits. These investments may have a material adverse effect on the United States federal income tax consequences of your investment in our ADSs. See "Risk Factors—Risks Relating to Our ADSs and This Offering—We could be a passive foreign investment company, or PFIC, which would result in adverse United States tax consequences to United States investors" and "Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company".

        In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to other entities only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risk Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion could limit our use of the proceeds we receive from this offering to fund our expansion or operations".

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DIVIDEND POLICY

        Since our inception, we have not declared or paid any dividends on our ordinary shares. We have no present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

        Any future determination to pay dividends will be made at the discretion of our board of directors subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may declare a dividend at a general meeting of our company. Our board of directors' decision to declare and pay dividends may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, the amount of distributions, if any, received by us from our PRC subsidiary, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares". Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

        We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS holders, we will rely on dividends distributed by our PRC subsidiary, Wowo Shijie. Certain payments from our PRC subsidiary to us are subject to PRC taxes, such as withholding income tax. In addition, regulations in China currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Our PRC subsidiary is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. Our PRC subsidiary may set aside a certain amount of its after-tax profits to other funds at its discretion. These reserve funds can only be used for specific purposes and are not transferable to the company's parent in the form of loans, advances or dividends. See "Risk Factors—Risks Relating to Our Corporate Structure—We rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we might have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have an adverse effect on our ability to conduct our business".

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CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2014 presented on:

•

an actual basis;

•

a pro forma basis to reflect the automatic conversion of all of our outstanding (i) Series A-1 and A-2 convertible redeemable preferred shares; (ii) Series B convertible redeemable preferred shares; and (iii) indebtedness owed to Mr. Xu into ordinary shares immediately upon the completion of the offering; and

•

a pro forma as adjusted basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares, Series B convertible redeemable preferred shares and all indebtedness owed to Mr. Xu , the issuance and sale of the ordinary shares in the form of ADSs offered hereby at an assumed initial public offering price of US$        per ADS, the mid-point of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no other change to the number of ADS sold by us as set forth on the cover page of this prospectus.

        The as adjusted information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of September 30, 2014
							Pro forma as adjusted
	Actual			Pro forma
	US$			US$			US$
Amounts due to related parties	$	53,967,782		$	293,382
Series A-1 convertible redeemable preferred shares, US$0.00001 par value per share, 20,000,000 preferred shares authorized, 12,202,988 shares issued and outstanding		6,369,091			—
Series A-2 convertible redeemable preferred shares, US$0.00001 par value per share, 122,029,877 preferred shares authorized, 122,029,877 shares issued and outstanding		98,852,033			—
Series B convertible redeemable preferred shares, US$0.00001 par value per share, 30,507,471 preferred shares authorized, 30,507,471 shares issued and outstanding		17,903,844			—
Shareholders' equity (deficit):
Ordinary shares, US$0.00001 par value per share, 1,928,660,537 shares authorized; 303,886,640 shares issued and outstanding; 468,626,976 shares issued and outstanding on a pro forma basis		3,039			4,686
Additional paid-in capital		—			176,797,721
Accumulated deficit		(224,242,747	)		(224,242,747	)
Accumulated other comprehensive loss		(1,857,491	)		(1,857,491	)
Total shareholders' deficit		(226,097,199	)		(49,297,831	)
Total	$	(49,004,449	)	$	(49,004,449	)

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our total assets per ADS after this offering. Our net tangible book value as of September 30, 2014 was approximately negative US$233.6 million and our net tangible book value per share was approximately negative $0.77. The issuance of additional shares will be anti-dilutive to our net tangible liabilities. Therefore, we will present the dilution impact based on our total assets. Dilution results from the conversion of our preferred shares and the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our total assets as of September 30, 2014 was approximately US$20.8 million, or US$            per ordinary share, and US$            per ADS. Total assets per ordinary share is determined by dividing our total assets by the number of outstanding ordinary shares. Dilution is determined by subtracting total assets per ordinary share after giving effect to the automatic conversion of all our issued and outstanding preferred shares into ordinary shares immediately upon the completion of this offering, and the issuance and sales by us of            ADS offered in this offering at the initial public offering price of US$            per ADS after deduction of the underwriting discounts and commissions and estimated net offering expenses.

        Without taking into account any other changes in our total assets after September 30, 2014, other than to give effect to (i) the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares, at the conversion rate of one for one, immediately upon the completion of this offering, (ii) our sale of            ADSs offered in this offering at the assumed initial public offering price of US$            per ADS, which is the mid-point of our estimated initial public offering price range as set forth on the cover of this prospectus, with estimated net proceeds of US$             million after deducting underwriting discounts and commissions and estimated offering expenses and (iii) conversion of all of our indebtedness owed to our Chairman and CEO, Mr. Xu, which amounts to US$62.6 million as of January 7, 2015, to ordinary shares issued to him, or his designees, at the same assumed initial public offering price, our pro forma total assets as of September 30, 2014 would have been US$             million, US$            per outstanding ordinary share, including ordinary shares represented by our outstanding ADSs, and US$            per ADS. This represents an immediate increase in pro forma total assets of US$            per ordinary share, or US$            per ADS, to existing shareholders and an immediate dilution in pro forma total assets of US$            per ordinary share, or US$            per ADS, to new investors in this offering. The following table illustrates such per ordinary share dilution:

Assumed initial public offering price per ADS	US$
Pro forma total assets per share after giving effect to the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares	US$
Increase in total assets per ordinary share attributable to price paid by new investors	US$
Pro forma total assets per ordinary share after the offering	US$
Dilution in total assets per ordinary share to new investors in the offering	US$
Dilution in total assets per ADS to new investors in the offering	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) our pro forma total assets after giving effect to the offering by US$             million, the pro forma total assets per ordinary share and per ADS after giving effect to this offering by US$            per ordinary share and US$            per ADS and the dilution in pro forma total assets per ordinary share and per ADS to new investors in this offering by US$            per ordinary share and US$             per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and

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commissions and other expenses of the offering. The pro forma information discussed above is illustrative only. Our total assets following the closing of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

        The following table summarizes on a pro forma basis the differences as of September 30, 2014 between the existing shareholders including holders of our preferred shares, and the new investors with respect to the number of ordinary shares (in the form of ADSs) purchased from us including the conversion of our indebtedness owed to Mr. Xu to ordinary shares issued to him or his designees, the total consideration paid and the average price per ordinary share paid before deducting underwriting discounts and commissions and other expenses of this offering. The total number of ordinary shares does not include ordinary shares represented by ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

	Ordinary shares Purchased										Average Price per Ordinary share Equivalent
						Total Consideration						Average Price per ADS Equivalent
	Number		Percent			Amount		Percent
Existing shareholders		468,626,976		100	%	US$	78,471,015		100	%	US$	US$
New investors					%					%
Shares converted from indebtedness owed to Mr. Xu					%					%
Total				100.0	%	US$			100.0	%	US$	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$             million, US$             million and US$            , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discounts and commissions and other expenses of this offering.

        The discussion and table above assumes no exercise of the underwriters' over-allotment option and do not take into consideration any outstanding share options as of the date of this prospectus. As of            , 2015, there were            ordinary shares issuable upon exercise of outstanding share options at a weighted average exercise price of US$            per share, and there were            ordinary shares available for future issuance upon the exercise of future grants under our 2011 Share Incentive Plan. To extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEMENT OF CIVIL LIABILITIES

        We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability, because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system under which the legal judgments may be reached and enforced in a relatively reliable fashion, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

        A substantial portion of our assets are located in China. In addition, all of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us, our officers and directors.

        We have appointed [Law Debenture Corporate Services Inc.] as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

        Maples and Calder, our counsel as to Cayman Islands law, and, B & D Law Firm, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        There is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Maples and Calder has advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment:

(i)

is given by a foreign court of competent jurisdiction;



(ii)

imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;



(iii)

is final;

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(iv)

is not in respect of taxes, a fine or a penalty; and



(v)

was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

        B & D Law Firm has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. In addition, it will be difficult for shareholders to originate actions against us in China under PRC law, because we are incorporated under the laws of the Cayman Islands and it is difficult for shareholders, by virtue of only holding our ADSs or ordinary shares, to establish a connection to China for a PRC court to have subject matter jurisdiction as required by the PRC Civil Procedures Law.

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OUR HISTORY AND CORPORATE STRUCTURE

Overview

        Wowo Limited is a Cayman Islands holding company incorporated on July 13, 2011. We conduct our operations in China principally through contractual arrangements between our wholly-owned PRC subsidiary, Beijing Wowo Shijie Information Technology Co., Ltd., or Wowo Shijie, and two consolidated affiliated entities in China, namely, Beijing Wowo Tuan Information Technology Co., Ltd., or Beijing Wowo Tuan, and Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai, and their respective shareholders. The following diagram illustrates our corporate structure as of the date of this prospectus. See "Risk Factors—Risks Relating to Doing Business in China".

(1)

Beijing Wowo Shijie Information Technology Co., Ltd.

(2)

Mr. Maodong Xu and Mr. Hanyu Liu respectively own 95% and 5% of the equity interests in Beijing Wowo Tuan.

(3)

Mr. Maodong Xu and Beijing Wowo Shiji Information Technology Co., Ltd. respectively own 60% and 40% of the equity interests in Kai Yi Shi Dai. Beijing Wowo Shiji Information Technology Co., Ltd. is principally owned by Mr. Hanyu Liu,

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holding 51% equity interest, Mr. Yongming Zhang, holding 15% equity interest, Mr. Weihong Xiao, holding 8% equity interest, Mr. Jianguang Wu, holding 7.5% equity interest, and Ms. Yonghong Lv, holding 6.3% equity interest.

(4)

The entity is in the process of entity deregistration.

(5)

Pursuant to the relevant agreements in connection with the acquisition of Jilin Wowo Tuan Information Technology Co., Ltd. in 2011, Beijing Wowo Tuan has transferred 49% equity interests in this entity to one of the former shareholders three years after the acquisition.

Our History

        We commenced business operations in March 2010 through Beijing Wowo Tuan, a limited liability company established in China, which was formerly known as Beijing Jihe Weilai Technology Co., Ltd., or Jihe Weilai, and incorporated in May 2008. In December 2010, Mr. Maodong Xu and his wife, Ms. Fang Zhou, acquired 100% equity of Jihe Weilai from its previous shareholders. To enable us to raise capital from international investors, Wowo Group Limited, was incorporated as our initial holding company under the laws of the British Virgin Islands in January 2011. In January 2011, we incorporated Wowo Mall (China) Limited in Hong Kong as a wholly owned subsidiary of Wowo Group Limited. Wowo Mall (China) Limited subsequently established its wholly owned subsidiary, Wowo Shijie, in China in May 2011. In April 2011, Mr. Maodong Xu acquired 100% equity of Kai Yi Shi Dai, a limited liability company incorporated in China in September 2010. Beijing Wowo Tuan holds the licenses required for our operation of 55.com and 55tuan.com.

        Foreign investment in Internet companies is currently subject to significant restrictions under current PRC laws and regulations. As a result, Wowo Shijie entered into a series of contractual arrangements with Kai Yi Shi Dai, Beijing Wowo Tuan and their shareholders to gain effective control over the operation of Kai Yi Shi Dai, Beijing Wowo Tuan and their respective subsidiaries.

        In April 2011, Wowo Group Limited ("Wowo BVI") issued in private placement 5,489,604 Series A-1 convertible redeemable preferred shares to Zero2IPO China Fund II L.P. for a purchase price of US$5.0 million. During the period from May 2011 to July 2011, Wowo BVI issued in private placements an aggregate of 51,339,464 Series A-2 convertible redeemable preferred shares to several investors, including without limitation Zero2IPO China Fund II L.P., CDH Barley Limited, and Besto Holdings Limited, for an aggregate purchase price of US$50 million. In August, 2011, the Company became the ultimate holding company of the Group upon the completion of the reorganization and share swap, in which shareholders of Wowo BVI, our previous holding company, received one share of the Company in exchange for each share of the same class they hold in Wowo BVI as above mentioned.

        Our company, Wowo Limited, was incorporated in the Cayman Islands in July 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo BVI, our previous holding company, received one ordinary share of Wowo Limited in exchange for each share of the same class they held in Wowo BVI.

        In February 2012, we issued an aggregate of 30,507,471 Series B convertible redeemable preferred shares to several investors, including without limitation CDH Barley Limited, Besto Holdings Limited, and New Field Worldwide Limited, for a purchase price of US$12.5 million. On the same day, we issued an aggregate of 6,713,384 Series A-1 preferred shares and 70,690,413 Series A-2 Preferred Shares to existing Series A-1 and Series A-2 investors for no consideration.

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Our Subsidiaries and Consolidated Affiliated Entities

        As of the date of this prospectus, we had the following significant subsidiaries and consolidated affiliated entities:

Non-PRC Subsidiary

        On January 24, 2011, we established our wholly owned subsidiary in Hong Kong, Wowo Holding Limited, which name was changed to Wowo Mall (China) Limited on April 26, 2012. Wowo Mall (China) Limited subsequently established our PRC wholly owned subsidiary in May 2011.

PRC Subsidiary

        We have one PRC wholly owned subsidiary as of the date hereof, namely Wowo Shijie. Wowo Shijie was incorporated on May 19, 2011, and is 100% owned by Wowo Mall (China) Limited, our wholly owned subsidiary in Hong Kong.

Agreements that Transfers Economic Benefits and Risks to Us

        Exclusive Consulting and Service Agreements.    Wowo Shijie and each of Beijing Wowo Tuan and Kai Yi Shi Dai, entered into exclusive consulting and service agreements, under which each of Beijing Wowo Tuan and Kai Yi Shi Dai, including their subsidiaries and any companies or entities under their control, agrees to engage Wowo Shijie as its exclusive provider of technical platforms, technical support, maintenance and other services. The consolidated affiliated entities shall pay to Wowo Shijie service fees determined based on the gross billings of the consolidated affiliated entities on a quarterly basis. Wowo Shijie shall have the right to adjust at any time the fee based on the operation performance. Wowo Shijie exclusively owns any intellectual property arising from the performance of the exclusive consulting and service agreements. The exclusive consulting and service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive consulting and service agreements shall be extended upon the written confirmation by Wowo Shijie before the expiry thereof, the extended term shall be determined by Wowo Shijie. During the term of the exclusive consulting and service agreements, any of the consolidated affiliated entities may not terminate the agreements except in the case of Wowo Shijie's gross negligence, fraud, or other illegal action or bankruptcy or termination of Wowo Shijie, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive consulting and service agreements, the agreements shall be terminated automatically.

Agreements that Provide Us with Effective Control over Our Affiliated Consolidated Entities

        Foreign investment in Internet companies is currently subject to significant restrictions under PRC laws and regulations. As a Cayman Islands holding company, we do not qualify to conduct these businesses under PRC regulations. In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications, which we do not have, and our PRC subsidiary, Wowo Shijie, is considered a foreign invested enterprise which is restricted from holding the licenses that are essential to the operation of our business, such as licenses for operating our website. See "Regulations". As a result, Wowo Shijie has entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai and their shareholders described below, through which we exercise effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai and their respective subsidiaries. We conduct our operations in China principally through Beijing Wowo Tuan, Kai Yi Shi Dai and their respective subsidiaries, which we treated as our consolidated affiliated entities in China. Each of the contractual arrangements between Wowo Shijie, Beijing Wowo Tuan, Kai Yi Shi Dai, and their shareholders was executed in May 2011 and amended subsequent to the changes in shareholding of Beijing Wowo Tuan and Kai Yi Shi Dai respectively in June 2011, April 2012, August 2012 and

67

August 6, 2014. These contractual arrangements enable us to exercise effective control over these entities and receive substantially all of the economic benefits from them.

•

In May 2011, Wowo Shijie entered into an exclusive consulting and service agreement, an equity pledge agreement, a power of attorney and an exclusive call option agreement with Beijing Wowo Shiji Information Technology Co., Ltd. and its then shareholders. In April 2012, the parties terminated the above mentioned contractual arrangement because Beijing Wowo Shiji Information Technology Co., Ltd. ceased to conduct business operation but held equity interests in Kai Yi Shi Dai.

•

In May 2011, Wowo Shijie entered into an exclusive consulting and service agreement, an equity pledge agreement, a power of attorney and an exclusive call option agreement with Kai Yi Shi Dai and its then shareholders. In April 2012, Wowo Shijie entered into a new equity pledge agreement, power of attorney and exclusive call option agreement with Kai Yi Shi Dai to reflect the changes in shareholders.

•

In June 2011, Wowo Shijie entered into an exclusive consulting and service agreement, an equity pledge agreement, a power of attorneys and an exclusive call option agreement with Beijing Wowo Tuan and its then shareholders. In August 2012, Wowo Shijie entered into a new equity pledge agreement, power of attorneys and exclusive call option agreement with Beijing Wowo Tuan to reflect the changes in shareholders.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, and Kai Yi Shi Dai have signed exclusive call option agreements with Wowo Shijie, pursuant to which Wowo Shijie has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan and Kai Yi Shi Dai from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by Wowo Shijie and the shareholders of the consolidated affiliated entities. The term of each exclusive call option agreement will be ten years, and can be extended upon the written confirmation by Wowo Shijie prior to the expiration of the agreement and the extended term shall be determined by Wowo Shijie.

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, and Kai Yi Shi Dai have signed irrevocable powers of attorney appointing Wowo Shijie as the attorney-in-fact to act on their behalf on all matters pertaining to Beijing Wowo Tuan and Kai Yi Shi Dai and to exercise all of their rights as shareholders of Beijing Wowo Tuan and Kai Yi Shi Dai, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of their equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan and Kai Yi Shi Dai.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan and Kai Yi Shi Dai entered into equity pledge agreements with Wowo Shije, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan and Kai Yi Shi Dai, to Wowo Shijie as collateral to secure performance of all obligations of the consolidated affiliated entities and their shareholders under the applicable exclusive consulting and service agreements and the exclusive call option agreements. Wowo Shijie is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, Wowo Shijie, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

        We have been advised by our PRC legal counsel, B & D Law Firm, that the ownership structure and the contractual arrangements among Wowo Shijie and our consolidated affiliated entities and their

68

respective shareholders, both currently and immediately after giving effect to this offering, will not result in any violation of PRC laws or regulations currently in effect. However, we have been further advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to or otherwise different from the above opinion of our PRC legal counsel. Our PRC legal counsel has further advised that if the PRC government authority finds that our corporate structure, the contractual arrangements or the reorganization to establish our current corporate structure do not comply with any applicable PRC laws, rules or regulations, the contractual arrangements will become invalid or unenforceable, and we could be subject to severe penalties including being prohibited from continuing operations. See "Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations" and "Risk Factors—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could have an adverse effect on us".

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the selected financial and operating data of Wowo Limited, for the periods indicated.

        The selected consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2012 and 2013 are derived from our audited consolidated financial statements of Wowo Limited, which are included elsewhere in this prospectus. The selected consolidated statements of operations and balance sheet data for the year ended and as of December 31, 2011 are derived from our audited consolidated financial statements, which are not included elsewhere in this prospectus.

        The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, the consolidated financial statements and related notes of Wowo Limited and "Management's Discussion and Analysis of Financial Condition and Results of Operations", both of which are included elsewhere in this prospectus. The consolidated financial statements of Wowo Limited are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

        The following selected consolidated statements of operations for the nine-months ended September 30, 2013 and 2014, selected consolidated balance sheet data as of September 30, 2014 and selected consolidated cash flow data for the nine-months ended September 30, 2013 and 2014 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operation results for the period presented.

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	For the year ended December 31,									For the nine months ended September 30,
	2011			2012			2013			2013			2014
	(US$ in thousands, except share and share related data)
Selected consolidated statements of operations data
Net revenues		11,540			27,815			36,253			27,633			20,642
Cost of revenues		5,986			7,185			6,583			4,739			5,516
Gross profit		5,554			20,630			29,670			22,894			15,126
Operating expenses:
Marketing		36,092			12,487			10,426			8,077			8,719
Selling, general and administrative		60,498			47,010			49,280			35,825			38,697
Impairment of intangible assets		—			—			2,035			—			—
Total operating expenses		96,590			59,497			61,741			43,902			47,416
Loss from operations		(91,036	)		(38,867	)		(32,071	)		(21,008	)		(32,290	)
Interest income		77			21			44			43			6
Interest expense		(166	)		(224	)		(137	)		(107	)		(12	)
Other income/(expense), net		410			20			(89	)		(55	)		(151	)
Gain (loss) from disposal of VIE and VIE's subsidiaries		266			(29	)		—			—			—
Loss before provision for income taxes		(90,449	)		(39,079	)		(32,253	)		(21,127	)		(32,447	)
Provision for income tax benefits		(60	)		(69	)		(81	)		6			—
Net loss		(90,389	)		(39,010	)		(32,172	)		(21,121	)		(32,447	)
Less: Net loss attributable to noncontrolling interests		(422	)		—			—			—			—
Net loss attributable to Wowo Limited		(89,967	)		(39,010	)		(32,172	)		(21,121	)		(32,447	)
Accretion for Series A-1 convertible redeemable preferred shares		553			289			1,199			878			1,058
Accretion for Series A-2 convertible redeemable preferred shares		4,040			15,748			34,336			24,425			36,443
Accretion for Series B convertible redeemable preferred shares					1,544			2,106			1,552			1,785
Net loss attributable to holders of ordinary shares of Wowo Limited		(94,560	)		(56,591	)		(69,813	)		(47,976	)		(71,733	)
Net loss per ordinary share:
Basic		(0.30	)		(0.18	)		(0.23	)		(0.16	)		(0.24	)
Diluted		(0.30	)		(0.18	)		(0.23	)		(0.16	)		(0.24	)
Net income per Series A-1 convertible redeemable preferred shares—Basic		0.13			0.03			0.10			0.07			0.09
Net income per Series A-2 convertible redeemable preferred shares—Basic		0.14			0.14			0.28			0.20			0.30
Net income per Series B convertible redeemable preferred shares—Basic		N/A			0.06			0.07			0.05			0.06
Shares used in computation of net loss per ordinary share:
Basic		319,927,791			310,188,010			303,886,640			303,886,640			303,886,640
Diluted		319,927,791			310,188,010			303,886,640			303,886,640			303,886,640
Shares used in computation of net income per Series A-1 convertible redeemable preferred share		4,105,923			11,151,244			12,202,988			12,202,988			12,202,988
Shares used in computation of net income per Series A-2 convertible redeemable preferred share		28,930,139			110,937,536			122,029,877			122,029,877			122,029,877
Shares used in computation of net income per Series B convertible redeemable preferred share		N/A			25,659,708			30,507,471			30,507,471			30,507,471

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										As of September 30, 2014
	As of December 31,
													Unaudited pro forma(1)			Pro forma as adjusted(2)
	2011			2012			2013			Actual
	(US$ in thousands)
Selected consolidated balance sheet data
Total current assets		20,843			11,753			11,640			10,309			10,309
Total assets		38,323			26,991			23,375			20,782			20,782
Total current liabilities		53,324			67,297			96,425			123,754			70,080
Total liabilities		53,484			67,387			96,425			123,754			70,080
Total deficit		(74,544	)		(86,594	)		(156,889	)		(226,097	)		(49,298	)
Total liabilities, mezzanine equity and deficit		38,323			26,991			23,375			20,782			20,782

Notes:

(1)

The consolidated balance sheet data as of September 30, 2014 are adjusted on a unaudited pro forma basis to give effect to the automatic conversion of all of our outstanding series A-1, series A-2 and series B preferred shares into 164,740,336 ordinary shares and all indebtedness owed to Mr. Xu at IPO price immediately upon the completion of this offering.

(2)

The consolidated balance sheet data as of September 30, 2014 are adjusted on a unaudited pro forma as adjusted basis to give effect to (i) the automatic conversion of all of our outstanding series A-1, series A-2 and series B preferred shares into 164,740,336 ordinary shares and all indebtedness owed to Mr. Xu at IPO price immediately upon the completion of this offering and (ii) the sale of ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$                per ADS, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option.

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        The following operating metrics are derived from our operating database:

	As of or for the three months ended,
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012		March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014		September 30, 2014
Operating Metrics
Number of merchant clients(1)		35,194		34,299		41,082		43,982		45,051		56,676		69,851		76,910		77,355		92,002		105,430
Number of merchant clients with an active online store during the quarter(2)		2,075		8,185		23,358		29,346		32,588		43,442		55,065		60,306		57,862		63,134		70,417
Number of service offerings(3)		74,348		87,254		107,239		142,827		156,777		203,681		261,662		295,108		302,547		366,659		430,473
Number of installed WoWo Mobile Apps(4)		101,419		1,034,706		2,359,908		3,811,820		5,588,879		7,163,276		8,872,398		10,426,455		12,484,304		14,511,022		17,294,932

Notes:

(1)

Number of merchant clients reflects the number of total merchant clients, which includes number of merchant clients that have opened a storefront in our WoWo Mall as well as merchant clients that have only participated in our group buy/flash sale channel without opening a storefront in our WoWo Mall, that have made a sale during the given period.

(2)

Number of merchant clients with an active online store during the quarter reflects the number of merchant clients who has an active online store in our WoWo Mall at any time during the given period, no matter if the online store is still opened at the end of the given period. A merchant client may open more than one online store. Typically for a franchised merchant, the entire franchise may open only one online store though it may have multiple brick and mortar stores.

(3)

Number of service offerings reflects the variety of service offerings provided by our merchant clients that our customers may view and purchase in our group buy/flash sale channel and online stores in our WoWo Mall during a given period.

(4)

Number of installed WoWo Apps reflects the number of WoWo Mobile Apps the retail consumers have downloaded and installed on their smart phones or mobile devices since the commencement of our mobile commerce operation in the end of 2011 to a specific date.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

Overview

        We operate one of China's leading third-party e-commerce platforms, focusing on local entertainment and lifestyle services such as restaurants, movie theaters and beauty salons. We do not compete with our merchant clients by offering our own goods and services nor do we keep inventory of any merchandise. Our unique platform allows local merchants to customize and manage their online stores, make direct sales to their target customers and process a large volume of online sales for consumption at their brick and mortar stores. According to iResearch, our platform represents the largest e-commerce platform for local lifestyle services in terms of number of merchants and registered users as of June 30, 2014. As of September 30, 2014, we have also established a nationwide network of merchant service centers to support local businesses in 150 major cities and population centers across China.

        Our platform consists of an e-commerce website, "WoWo Mall", a mobile commerce infrastructure, "WoWo Mobile", and an electronic management system, "WoWo EMS". The three components of our platform are designed to create an integrated network that enhances the interaction between businesses and consumers that reinforces brand awareness and fosters repeat customers for our merchant clients.

        Our "WoWo Mall" website located at 55.com is used to promote and market our company's brand eminence and complete e-service platform by exhibiting our merchant client's online stores and introduce certain selected services and products. Potential customers may then be directed to 55tuan.com to obtain information on the latest attractive offerings available through such merchants. We began our business as a group buying website under the brand "WoWo Buy" located at 55tuan.com in March 2010. We quickly found that the group buying business model did not fully meet the needs of local service providers. While the group buying business model often helps merchants increase their sales by selling extra capacity, we believe it does not, as a stand-alone offering, significantly promote brand awareness for the merchants or create customer loyalty to the merchants. Merchants also face additional margin pressure from the fees charged by these group buying sites that could further erode their margin. For example, flash sales conducted by third-party group buying websites often promote the brands of the websites over the brands of the merchants. At the same time, local merchants continue to have limited branding power or control over the marketing direction. By June 2012, we augmented our WoWo Buy model with our promotional portal at 55.com to complete our WoWo Mall. WoWo Mall not only permits merchants to establish their own online stores, it also allows the merchants to increase their branding power by providing them with customizable features to establish the look and feel they want to be associated with their brands. In the third quarter of 2014, we hosted and provided operating services to over 100,000 local entertainment and lifestyle merchants on our websites.

        Our "WoWo Mobile" services focus on enhancing the real time interactions between consumers' mobile devices and our e-commerce platform. Since most local merchants in China have a geographic coverage of only a few miles around their brick and mortar stores, location-based search result is the best way to provide local merchants with access to instant potential customers within a few miles

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around their stores. As of September 30, 2014, we had 17.3 million activated WoWo Mobile App installed on mobile devices. We believe a significant portion of our nationwide subscriber base can still be converted to mobile users, which will continue to facilitate the expansion of our mobile commerce business with low subscriber acquisition and retention costs. As of September 30, 2014, approximately 64% of our monthly gross billings were derived from mobile device transactions. In July 2014, we launched our latest "WoWo Merchant App", a customized storefront on mobile devices that integrates reservations, payment, special promotions, membership management and other features which enables local merchants to directly self-manage their marketing and sales campaign on mobile devices.

        Our "WoWo EMS" is a proprietary electronic management system designed for the local merchants. WoWo EMS provides linkage to our central server and facilitates a number of back-office services to our merchant clients. Through WoWo EMS, our merchant clients may also instantly communicate with the WoWo Mobile App utilized by our retail customers. This extends the capabilities of WoWo Mobile by providing our merchant clients with additional customer relationship management tools, such as sending follow-on promotional messages to customers with identifiable purchasing habits.

        We believe our focus in helping local merchants to promote their own brands distinguishes our platform from other e-commerce providers in China. With the technical support available through 150 service centers and over 2,000 merchant service representatives, we have empowered local merchants with limited resources to create sophisticated online branding campaigns and offer better integration of their online and offline resources. With the promotional power of our WoWo Mall, the ability to capture mobile consumers through WoWo Mobile and the specialized electronic management system of our WoWo EMS, we believe we are uniquely positioned to fulfill the needs of local merchants and can be the trusted one-stop e-commerce platform for them.

Our Value Proposition

Merchants choose us for our:

•

Affordable and effective e-commerce platform.  We offer both online and mobile commerce platform for local lifestyle merchants to build their online and mobile presence. Our platform helps merchants remain competitive in gaining and retaining the new generation of internet and mobile consumers.

•

Ability to customize promotions.  Our platform empowers the traditional merchants to run special promotions on a real-time basis to create better offering packages and conduct targeted marketing. We also allow our merchant clients to reach a broader customer base in a way that cannot be achieved through traditional media or offline marketing.

•

Brand building and cost effectiveness.  Our merchant service representatives help local merchants bring their business online and promote their own brands. Our online store platform is designed as an online place where merchants can distinguish their own brand identities and customize their image and brand awareness. We also do not compete with the merchants to sell services like group buying sites.

•

Complete cost-effective and integrated infrastructure.  Merchants not only build their storefronts online; they can also rely on our platform for a range of essential support services to operate their businesses. These include integration of online reservation payment system, management of customer orders and relationships, data analysis, availability of mobile app to conduct mobile commerce and direct assistance by live personal merchant service representatives.

•

Broad network of relevant location-based customers.  Our platform enables local merchants to access a large number of prospective consumers from our existing customer base that seek local lifestyle services through our precise, location-based searches.

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Consumers choose us for our:

•

Personalization.  Our platform is designed to provide a massive amount of local information that consumers can quickly and effectively view and search. Our data analysis and management capabilities allow us to anticipate consumers' needs and tailor the service offering displays to match the consumer with the most relevant merchants and information.

•

Compelling mobile experience.  Our WoWo Mobile App makes it easy for consumers to access our WoWo Mall through smart phones and mobile devices. Location-based services and other mobile functionalities drive a higher level of user engagement.

•

Up-to-date interconnectivity to the merchants.  Customers have the option to install only the WoWo Merchant Apps of the stores that they desire or frequent and receive tailored promotion, interact with the merchant and make reservations. The convenience exceeds traditional membership cards.

•

Delightful shopping experience.  We believe that our marketplaces deliver a delightful shopping experience to consumers. The simple and clear layout of our WoWo Mall, the bargains available from the online stores and our optimized search capabilities allow consumers to easily browse and find the suitable service provider at the ideal location.

Operating Metrics

        We measure our business using several operating metrics that directly affect our revenues. The key metrics regarding our merchant client base are as follows:

        Number of merchant clients.    Number of merchant clients represents number of total merchant clients, including number of merchant clients that have opened a storefront in our WoWo Mall and merchant clients that have only participated in our group buy/flash sale channel without opening a storefront in our WoWo Mall, that have made a sale during a given period. We have experienced a generally steady increase in the number of our overall merchant clients on a quarter by quarter basis, from 35,194 in the first quarter of 2012 to 105,430 in the third quarter of 2014. Notwithstanding this steady growth in the number of merchant clients, we also tend to sign up more merchants or have more merchants renew their subscription of an online stores in the third quarter of each calendar year when students increase their purchases during summer vacation. Conversely, we may experience a slight decline in merchant numbers in the first and fourth quarters where purchasing activities declined over Chinese New Year and PRC National Holidays and fewer merchants participate in the group buy/flush sale channel as a result.

        Number of merchant clients with an open online store.    Number of merchant clients with an open online store represents number of merchant clients who have opened an online store in our WoWo Mall at any point during the given period no matter the online stores are still open at the end of the given period. A merchant client may open more than one online store. Typically for a franchised merchant, the entire franchise may open only one online store though it may have multiple brick and mortar stores. Subject to seasonal fluctuation described above, we have experienced a generally steady increase in the number of our online stores, on a quarter by quarter basis, from 2,075 in the first quarter of 2012 to 70,417 in the third quarter of 2014, demonstrating the attractiveness of WoWo Mall business model to the merchants.

        Number of stock keeping units.    Number of stock keeping units reflects the variety of service offerings provided by our merchant clients that our customers may view and purchase in our group buy/flash sale channel and online stores in our WoWo Mall during a given period. The number of our stock keeping units increased on a quarter by quarter basis generally in line with the increase in the number of merchant clients and online stores from 74,348 in the first quarter of 2012 to 430,473 in the third quarter of 2014. We believe this steady increase in the number of stock keeping units reflects the

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variety of offerings available and strengthens the attractiveness of our platform to both merchants and consumers.

        The key metrics regarding our customer base are as follows:

        Number of installed Wowo Mobile Apps.    We define the number of installed WoWo Mobile Apps as the number of retail consumers who have downloaded and installed our WoWo Mobile App on their smart phones or mobile devices since the commencement of our mobile commerce operation in the end of 2011 to the end of each subsequent quarters. We have experienced a steady increase in the number of installed WoWo Merchant App from 101,419 as of March 31, 2012 to 17,294,932 as of September 30, 2014, demonstrating consumers' adoption of our mobile commerce platform.

        Gross billings.    We define gross billings as the gross amounts collected from retail customers for services and goods sold on 55tuan.com and through WoWo Mobile Apps in a given time period without deducting the amount claimed for refund during the same period. Gross billings also do not include cash payments by retail customers directly to merchants without utilizing the online payment systems available through our WoWo Mobile App. Gross billings are not equivalent to revenues or any other financial metrics presented in our consolidated financial statements. Our gross billings were US$399.9 million and US$437.0 million for the years ended December 31, 2012 and 2013 and US$338.1 million and US$356.5 million for the nine months ended September 30, 2013 and 2014, respectively. Subject to seasonal fluctuation, we have experienced a steady increase in gross billings, as our scale of operation continued to grow.

        Among the total gross amounts we collected from our retail customers, approximately 5.8% and 26.2% of our gross billings were contributed by mobile users who made purchases on our WoWo Mobile App for the years ended December 31, 2012 and 2013 and 23.5% and 50.7% for the nine months ended September 30, 2013 and 2014, respectively. For the month of September 2014, approximately 64% of our monthly gross billings were derived from mobile commerce. We believe the proportion of transactions from mobile as of total transactions will continue to increase.

        Average take rate.    We define average take rate as the gross amounts we retained as a percentage of gross billings for services and goods sold in the applicable period. The gross amounts we retained for goods and services sold is calculated by deducting amounts paid to local merchants from gross billings for such services and goods sold.

        Currently, take rate for merchant clients ranges from 2%-8%, depending on their respective business categories or our other strategic considerations. The take rate we establish varies according to our estimate of the industry profit margins in specific verticals, which we believe mainly determines the amount a merchant is willing to pay to generate sales or attract buyers through this channel, as well as other strategic considerations. For example, for verticals that typically have lower gross margins, such as movie tickets, we charge a lower take rate, whereas for verticals such as beauty salons, photography, where gross margins are generally higher for the merchants, we charge a higher take rate.

        Our average take rate was 7.5% and 6.9% for the years ended December 31, 2012 and 2013 and 7.2% and 4.6% for the nine months ended September 30, 2013 and 2014, respectively. The decrease was mainly due to competition and as we continued to offer attractive take rate to increase our client base. One of the ways for a merchant client to receive a more attractive deal includes switching to our storefront fee paying model by paying a storefront fee that range between RMB4,000 to RMB6,000 per year.

        Number of subscribers.    We define subscribers as the total number of registered accounts at 55tuan.com and WoWo Mobile Apps that are able to receive our group buying/flash sale deal information through our email direct marketing (EDM) system or short messaging service (SMS) system, less individuals who have unsubscribed since the inception of our business in March 2010 through a specific date. To sign up for our service and become a subscriber, an individual provides an

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email address or a mobile phone number. We can measure our overall growth in the market as well as our potential revenue opportunity as a function of our total subscriber base. The subscriber base does not take into consideration the activity level of the subscriber with our service, nor does it adjust for multiple or unused accounts. Despite these drawbacks, we believe this metric provides valuable insight on the trajectory and scale of our business. We had 18.9 million and 26.9 million subscribers as of December 31, 2012 and 2013 and 25.0 million and 34.1 million as of September 30, 2013 and 2014, respectively. We have experienced a steady increase in the number of consumers.

        Number of cumulative customers.    We define cumulative customers as the total number of unique subscribers who have made at least one purchase since the inception of our business in March 2010 through a specific date. We consider this metric to be an important indicator of our business performance as it helps us to understand the activity rate of our subscribers in purchasing goods and services as oppose to merely receiving information for comparison shopping. We had 13.0 million and 19.1 million cumulative subscribers as of December 31, 2012 and 2013 and 17.9 million and 23.3 million as of September 30, 2013 and 2014, respectively. We have experienced a steady increase in the number of cumulative consumers, demonstrating consumers' increase adoption of our business model.

        Number of cumulative repeat customers.    We define cumulative repeat customers as the number of unique subscribers who have made more than one purchase since the inception of our business in March 2010 through a specified date. We believe this metric indicates customer with high contact level using our services. We had 6.5 million and 9.4 million cumulative repeat subscribers as of December 31, 2012 and 2013 and 8.8 million and 11.5 million as of September 30, 2013 and 2014, respectively.

        Average gross billings per customer.    This metric represents the average gross billings generated per paying customer on our Wowo Mall website in a given time period. This metric is presented as the gross billings generated on Wowo Mall website in a given period, divided by the number of paying customers on our Wowo Mall website in the same period. Although this metric is difficult to evaluate in light of our rapid customer growth, we believe that this measure is an indicator of the revenue generating capacity of our customers. Our average gross billings per paying customer were US$42.4, US$49.7 for the years ended December 31, 2012 and 2013 and US$44.1 and US$54.6 for the nine months ended September 30, 2013 and 2014, respectively.

Other Factors Affecting Our Results of Operations

        Besides our operating metrics that directly affect our revenues, there are a number of factors that affect our results of operations, including:

        Continued growth of China's economy and location-based, entertainment and lifestyle services in general.    We conduct all of our business and operations in China. Accordingly, our results of operations have been, and are expected to continue to be, affected by the general performance of China's economy. Since the inception of our business, we have benefited from overall economic growth in China. In addition, as the leading location-based, entertainment and lifestyle e-commerce platform service provider, our financial results have been, and are expected to continue to be, affected by the performance of the location-based, entertainment and lifestyle service industry in China.

        Competitive pressure.    We operate in a highly competitive market. We compete with a number of other e-commerce service providers that have significant capital and human resources, some of which have also launched initiatives in direct competition with our business. The terms and conditions we offer our merchant clients are affected by our competitors' strategies, which, as a result, affect our cost of operation. Competition also has a direct effect on our ability to retain existing subscribers and attract new subscribers.

        Marketing expense.    We engage in a variety of different online marketing efforts tailored to our targeted retail consumers to expand our customer base. Expenses incurred for marketing and other

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promotional efforts may have a negative impact on our profitability, if they prove to be ineffective and do not expand our subscriber base as intended.

        Seasonality.    Our business is affected by seasonality. For example, purchasing activities are usually lower in the first quarter over the Chinese New Year and the fourth quarter over PRC National Holidays. Purchasing activities may be the highest during the third quarter over summer holidays when students increase their purchases.

        We had no outstanding short-term bank loan as of September 30, 2014.

Net Revenues

        We derive our net revenues from commission and storefront fees.

        Our revenues from commission are presented on a net basis (representing the amount billed to retail consumers less the amount paid to merchant clients). We act as an agent rather than as the principal in the delivery of the service or products underlying a WoWo Coupon and do not assume the risks and rewards of ownership of the products nor are we responsible for the actual fulfillment of services. As such, revenue recognition for commission is deferred until the redemption of the WoWo Coupons by the retail consumers, at which time the underlying sale has been culminated and we have completed our service obligations to our merchant clients.

        We have adopted an operational return and refund policy that offers our customers refunds on the coupon they have purchased, if a customer is not satisfied with the goods or services after redemption, or if a customer has not redeemed the coupon within twenty days after expiration date of the coupon (the "Refund Period"). Until redemption, the proceeds received by us from selling the products and services are recorded as advance from customers. Historically, the amounts of refund claimed by customers for the redeemed coupons was clearly insignificant. Based on an analysis of historical patterns and amounts of claims by customers, we provide a refund reserve with an estimated refund rate close to zero for the redeemed coupons. Therefore, we do not recognize refunds for redeemed coupons in profit or loss upon revenue recognition for coupon redemption. Currently, unredeemed amounts beyond the Refund Period remains in advance from customers on our balance sheet due to uncertainty in the relevant laws and policies, including PRC Civil Law, Law on the Protection of the Rights and Interests of Consumers and certain normative documents enacted by the SAIC, where the basis of a legal right could exist for a coupon purchaser to claim a refund, if such right exists at all. These laws and policies currently do not unequivocally provide any definition or explanation on the legal nature of the unredeemed amounts, specifically who has the right to them. As a result, whether the coupon purchasers have a right to request a refund, or whether the period is limited, is not certain under the current practice of PRC laws. Due to this lack of certainty and to avoid any potential risk of legal claims for these amounts in the future, we have taken a conservative approach for the time being by not immediately recognize this revenue.

        We started our coupon business in 2011 and had limited operating history to make a reliable estimation until 2014. Based on the historical data over the past three years, out of the total refund amount made during the year, over 97% was from the unredeemed coupon during the past one year, 2% was from the past two years and 1% from the past three years. After three years, the refund amount was close to 0%, therefore we determined that the possibility of the initiation of a customer claim becomes remote after three years. In 2012 and 2013, we began to experience an increasing amount of WoWo Coupons that remained unredeemed beyond the Refund Period. As a result, our advances from customers were US$21.0 million and US$28.7 million as of December 31, 2012 and 2013, respectively, and US$29.6 million as of September 30, 2014, respectively.

        We also derive a portion of our net revenues from storefront fees for merchants featured on our WoWo Mall. Our merchants pay a fixed fee for an agreed contract period (generally one year).

        Our net revenues were US$27.8 million and US$36.3 million for the years ended December 31, 2012 and 2013 and US$27.6 million and US$20.6 million for the nine months ended September 30, 2013 and 2014, respectively.

Cost of Revenues

        Our costs of revenues are direct and indirect costs incurred to generate revenues, and consist primarily of:

•

salaries and benefits to employees, which are salaries and benefits we pay to our editorial, logistic and server maintenance staff;

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•

server maintenance and depreciation, which are for maintenance and depreciation of our server equipment;

•

short message distribution fees, which are fees we pay for sending short text messages to retail consumers' cell phones to acknowledge their purchases and provide authenticating two-dimensional barcodes and security codes;

•

amortization of intangible assets, which is amortization expense of the domain names we acquire from local group buying/flash sale service providers;

•

depreciation of property and equipment, which are depreciation expenses for our servers and office equipment; and

•

online payment processing fees, which are processing fees we pay to third party payment service providers in connection with our consumers' online payments to us.

Our cost of revenues was US$7.2 million and US$6.6 million for the years ended December 31, 2012 and 2013 and US$4.7 million and US$5.5 million for the nine months ended September 30, 2013 and 2014, respectively.

Gross Profit

        As a result of the above, our gross profits were US$20.6 million and US$29.7 million, representing a gross profit margin of 74.2% and 81.8% for the years ended December 31, 2012 and 2013, respectively. For the nine months ended September 30, 2013 and 2014, our gross profits were US$22.9 million and US$15.1 million, representing a gross profit margin of 82.9% and 73.3%, respectively.

Operating Expenses

        The following table sets forth our operating expenses by amount and as a percentage of total operating expenses for the periods indicated:

	For the year ended December 31										For the nine months ended September 30
	2012					2013					2013					2014
	US$		%			US$		%			US$		%			US$		%
	(in thousands, except for percentages)
Operating Expenses
Marketing		12,487		21.0	%		10,426		16.9	%		8,077		18.4	%		8,719		18.4	%
Selling, general and administrative		47,010		79.0	%		49,280		79.9	%		35,825		81.6	%		38,697		81.6	%
Impairment of intangible assets		—		—			2,035		3.2	%		—		—			—		—
Total operating expenses		59,497		100	%		61,741		100	%		43,902		100	%		47,416		100	%

        Our operating expenses consist of marketing expenses and selling, general and administrative expenses. Our total operating expenses were US$59.5 million and US$61.7 million for the years ended December 31, 2012 and 2013 and US$43.9 million and US$47.4 million for the nine months ended September 30, 2013 and 2014, respectively.

Marketing expenses

        Our marketing expenses primarily consist of expenses incurred in connection with advertisements and market promotion events.

        Our marketing expenses were US$12.5 million and US$10.4 million, for the years ended December 31, 2012 and 2013, respectively, representing 44.9% and 28.8% of the net revenues of the

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respective periods. For the nine months ended September 30, 2013 and 2014, our marketing expenses were US$8.1 million and US$8.7 million, respectively, representing 29.2% and 42.2% of the net revenues of the respective periods.

Selling, general and administrative expenses

        Our selling, general and administrative expenses primarily consist of:

•

salaries and benefits for employees, which are the salaries and benefits for our management, merchant service representatives and general administrative staff;

•

share-based compensation to employees, which is the expenses incurred in connection with the grant of share options to our directors, officers and other employees pursuant to our share incentive plan; and

•

office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses.

        Our selling, general and administrative expenses were US$47.0 million and US$49.3 million, for the years ended December 31, 2012 and 2013, respectively, representing 169.0% and 135.9% of the net revenues of the respective periods. For the nine months ended September 30, 2013 and 2014, our selling, general and administrative expenses were US$35.8 million and US$38.7 million, respectively, representing 129.6% and 187.5% of the net revenues of the respective periods.

Loss from Operations

        We incurred net losses of US$39.0 million and US$32.2 million, for the years ended December 31, 2012 and 2013, respectively. For the nine months ended September 30, 2013 and 2014, our net losses were US$21.1 million and US$32.4 million, respectively. The losses were primarily due to the higher growth rate of our operating expenses compared with the growth rate of our net revenues as we establish our local network across China. We made significant investments in sales and marketing to build our WoWo Mall brand among local merchants and retail consumers.

Provision for Income Tax Benefit

        We are subject to PRC Enterprise Income Tax Law on taxable income in accordance with the relevant PRC income tax laws. We incurred net losses of US$39.0 million and US$32.2 million, for the years ended December 31, 2012 and 2013 and net losses of US$21.1 million and US$32.4 million, for the nine months ended September 30, 2013 and 2014, respectively. Our provision for income tax benefit were US$0.1 million and US$0.1 million, for the years ended December 31, 2012 and 2013, respectively, and US$5,819 and nil for the nine months ended September 30, 2013 and 2014, respectively.

Critical Accounting Policies

        The preparation of financial statements of Wowo Limited and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our management has discussed the development, selection and disclosure of these estimates with our board of directors. Actual results may differ from these estimates under different assumptions or conditions. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that

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reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

        We believe that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used in the preparation of our consolidated financial statements.

        You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Revenue Recognition

        We generate most of our revenues from the sales of WoWo Coupons.

        We present revenues on a net basis (representing the amount billed to subscribers less the amount paid to merchant clients). We act as an agent rather than as a principal in the delivery of the goods or services underlying the WoWo Coupons as we do not assume the risks and rewards of ownership of goods nor are we responsible for the actual provision of services. Both of these are the responsibilities of the merchant clients.

        We recognize revenues when all of the following criteria are met: (i) persuasive evidence of existence of an arrangement, which is typically at the point when we enter into cooperating agreements with merchant clients to sell WoWo Coupons and the price becomes fixed or determinable; (ii) collectability is reasonably assured, which occurs when retail consumers remit payments to third party online payment service providers for WoWo Coupons purchased; and (iii) goods or services are provided.

        We earn the related commission revenue as an agent when our consumers actually redeem their WoWo Coupons. Until such time, the proceeds received by us from selling the WoWo Coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the sale of a WoWo Coupon to the point of coupon redemption, we are also contractually obligated to provide, maintain and support an online coupon verification system which our merchant clients must use to validate the WoWo Coupon before goods or services are provided to the retail consumers. We also provide ongoing customer service support to our merchant clients through the coupon redemption period. We have concluded these performance obligations to be a substantive and integral part of our service delivery process from which we earn our net revenues. Based on the above considerations, revenue recognition is deferred until the redemption of the WoWo Coupons by the retail consumers for the delivery of goods or consumption of the services, at which time the underlying sale from which we earn our commission has been culminated and we have completed our service obligations to our merchants. Our remaining obligations to our merchants after coupon redemption by the retail consumers are inconsequential.

        We adopt return and refund policy pursuant to which we offer a retail consumer a refund if the consumer is not satisfied with the goods or services provided on the WoWo Coupon after redemption, and we offer retail consumers a refund on a WoWo Coupon within 20 days after expiration if the WoWo Coupon was not redeemed upon expiration. Historically, the amounts of refund claimed by customers for the redeemed coupons was clearly insignificant. Based on an analysis of historical patterns and amounts of claims by customers, we provide a refund reserve with an estimated refund rate close to zero for the redeemed coupons. Currently, unredeemed amounts beyond the Refund Period remains in advance from customers on the balance sheet on a gross basis due to the ambiguity and uncertainty regarding interpretation and application of current PRC laws with respect to the nature of these unredeemed amounts, such as PRC Civil Law, Law on the Protection of the Rights and Interests of Consumers and certain normative documents enacted by the State Administration of Industry and Commerce, or the SAIC. We recognize revenue from these unredeemed amounts until the

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third anniversary from the expiration date of the coupon, when the possibility for a customer to initiate a claim becomes remote. We did not recognize any revenue from these unredeemed amounts for the years ended December 31, 2012 and 2013, respectively. And we recognized $1,830,495 unredeemed amounts to revenue for the nine-month period ended September 30, 2014.

        In addition, the merchants are contractually responsible and liable for the quality of the products or services provided and we also hold the right to claim reimbursements from the merchants, therefore, the amounts of costs that we incurred as a result of such refunds have been minimal for the years presented.

        We provide online storefronts to certain merchants. We charge the merchants a storefront fee for an agreed contract period. We recognize revenues from the storefront fees collected ratably over the contract period.

Impairment of Goodwill and Intangible Assets

        Goodwill represents the cost of an acquired business in excess of the fair value of tangible and identifiable intangible net assets purchased. We generally seek the assistance of an independent valuation firm in determining the fair value of the identifiable intangible net assets of the acquired business. We assign all the assets and liabilities of an acquired business, including goodwill, to reporting units.

        There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the discounted cash flow, or DCF, method of income approach. This method starts with a forecast of all of the expected future net cash flows associated with a particular intangible asset. These cash flows are then discounted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. We once used cost approach for the determination of the fair value of specific acquired intangible assets. Cost approach is based upon the concept of replacement as an indicator of value. In the valuation of specific assets under the cost approach, value is being estimated based on the cost of reproducing or replacing the asset, less depreciation from functional obsolescence, and economic obsolescence, if present and measurable. For goodwill, we use the income approach in determining the impairment of goodwill on reporting unit, with reference to valuation report prepared by an independent valuation firm based on data we provided. This approach includes the DCF method, taking into consideration the market approach and certain market multiples as a validation of the values derived using the discounted cash flow methodology.

        Some of the significant estimates and assumptions inherent in the DCF method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's economic life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

        Specifically, the income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The financial projections used in deriving the fair values of intangible assets were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts.

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        Goodwill is tested for impairment at least once annually or more frequently if we believe indications of impairment exist. Impairment is tested using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. We currently have one reporting unit, which recorded goodwill in relation to the acquisition of 21 local group buying businesses in 2011.

        If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating the fair value of reporting unit is performed by the DCF method.

        In circumstances where our reporting unit has zero or negative carrying amounts, we will perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill exists, we would consider whether there are any adverse qualitative factors indicating that impairment may exist. Since our carrying amount of equity interest was negative as of December 31, 2012, 2013 and September 30, 2014, we considered that it was more likely than not that goodwill impairment might exist given that we had been generating losses and negative cash flows during the year ended December 31, 2012, 2013 and September 30, 2014. Hence, we proceeded directly to Step 2 of goodwill impairment test.

        The following table sets forth the details of the goodwill impairment test as of December 31, 2012, 2013 and September 30, 2014.

	December 31, 2012			December 31, 2013			September 30, 2014
	(US$ in thousands, except percentages)
Estimated fair value of the reporting unit		94,000			69,200			72,600
Carrying value of reporting unit, net		(86,600	)		(156,900	)		(226,100	)
Amounts by which the fair value exceed the carrying value of reporting unit		180,600			226,100			298,700
Implied fair value of goodwill		115,900			119,700			166,100
Carrying value of goodwill, net		7,400			7,600			7,500
Percentage by which the fair value exceed the carrying value of goodwill		1,566	%		1,575	%		2,215	%

        As of December 31, 2012, 2013 and September 30, 2014, the implied fair values of goodwill of the reporting unit significantly exceeded their respective carrying values. As a result, no goodwill impairment was recorded for the years ended December 31, 2012 and 2013 and the period ended September 30, 2014.

        The principal assumptions in preparing the financial projection for the purpose of determining whether the goodwill is impaired included the following:

•

As of December 31, 2012, we assumed that our business will growing at a compound annual revenue growth rate of 16% during the years from 2013 to 2020 and a terminal growth rate of 3% after 2020. EBIT margin was expected to turnaround from negative in 2013 to a positive level during the years from 2014 to 2020, ranging from 9% to 31%. The discount rate selected was 26%.

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•

As of December 31, 2013, we assumed that our business will growing at a compound annual revenue growth rate of 14% during the years from 2014 to 2020 and a terminal growth rate of 3% after 2020. EBIT margin was expected to turnaround from negative in 2014 to a positive level during the years from 2015 to 2020, ranging from 8% to 28%. The discount rate selected was 25%.

•

As of September 30, 2014, we assumed that our business will growing at a compound annual revenue growth rate of 40% during the years from 2015 to 2020 and a terminal growth rate of 3% after 2020. EBIT margin was expected to turnaround from negative in 2015 and 2016 to a positive level during the years from 2017 to 2020, ranging from 3% to 28%. The discount rate selected was 27%.

        The estimation of fair value of a reporting unit or goodwill using the DCF method requires significant judgment, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital, or WACC, which are used as the discount rates under the income approach. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment of the reporting unit. A lower revenue growth rate due to failure to achieve expected sales, or higher costs and expenses in operation due to the loose budget control, could negatively impact the result of the fair value of the reporting unit. The risk associated with achieving our forecasts were assessed in selecting the appropriate discount rates as discussed above. A higher discount rate would result in a lower fair value of reporting unit and could negatively impact the result of goodwill impairment test. However, as the calculated and implied fair value of the goodwill are much larger than its carrying value on the book, any change to increase the weighted average cost of capital, or WACC, or an estimated low growth rate even to a level as low as zero growth rate on annual revenue over the projected period, would not result in an impairment of the carrying amount at goodwill.

        The fair values of the intangible assets were estimated by us, with the assistance from an independent third-party appraiser. We are ultimately responsible for the determination of all amounts related to the intangible assets recorded in the financial statements.

        Acquired intangible assets are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. In particular, trade name/domain name acquired through the business acquisitions which will be used to redirect the users to the primary sites is amortized using the straight-line method over two years and the trade name/domain name acquired for the operation of the online group buying/flash sale business are amortized using the straight-line method over ten years. Theoretically, the acquired domain name can be used indefinitely by renewing the registration with relevant authority upon expiry at immaterial costs. Therefore, its legal life would be indefinite. However, with a consideration of the fact that the group buying/flash sale industry in China is relatively new with intense competition, the management, after taking into consideration the benefits expected to be generated from the trade name/domain name, has estimated a useful life of two years for the trade name/domain name which will be used to redirect the users to the primary sites and a useful life of 10 years for trade name/domain name of 55.com.

        We acquired user base that contains information about the user's name, contact information, order history and demographic information. As most of the users were attracted by lucky draw activities and had no stable order history, the economic life of the user base is estimated to be short, approximately 2 years. Operating system acquired is amortized using the straight-line method over three years based on the estimated technological life of the operating system.

        We amortize intangible assets with determinable useful lives on a straight-line basis. We evaluate intangible assets with determinable useful lives for recoverability whenever events or changes in

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circumstances indicate that their carrying amounts may not be recoverable. We measure recoverability of long-lived assets to be held and used as part of a cash generating unit by comparing the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If we believe the assets are impaired, the impairment will equal the amount by which the carrying value of the assets exceeds the fair value of the assets. We recorded an impairment of intangible assets of $2,034,791 for the year ended December 31, 2013 because the post-acquisition performance contributed by the acquired intangible assets was not in line with our expectations at the date of acquisition.

        Estimates of fair value involve a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Our judgments in determining an estimate of fair value can materially impact our results of operations. We base these valuations on information available as of the impairment review date and on expectations and assumptions that management deems reasonable. Any changes in key assumptions, including unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in impairment charges.

Income Taxes

        In preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. We estimate our actual tax exposure and assess temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include in our consolidated balance sheet. We must then assess the likelihood that we will recover our deferred tax assets from future taxable income. If we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance, we must include an expense within the tax provision in our statement of operations.

        Management must exercise significant judgment to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We base the valuation allowance on our estimates of taxable income in each jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance, which could materially impact our financial position and results of operations.

        U.S. GAAP requires that the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during that period. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. We did not recognize any significant unrecognized tax benefits during the periods presented in this prospectus.

Fair Value of Our Ordinary Shares and Share-Based Compensation

        We are a private company with no quoted market prices for our ordinary shares. We therefore needed to make estimates of the fair value of our ordinary shares at various dates for the purposes of (1) determining the fair value of our ordinary shares at the date of the grant/re-measurement of share-based compensation award to our employees as one of the inputs in determining the fair value of the award and (2) at the date of issuance of convertible instruments as one of the inputs into determining the intrinsic value of the beneficial conversion feature.

        The fair value of the ordinary shares and share-based compensation award granted to our employees were estimated by us, with assistance from an independent third-party appraiser (the

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"Appraiser"). We are ultimately responsible for the determination of all amounts related to share-based compensation and the convertible instruments recorded in the financial statements.

        The following table sets forth the fair value of our ordinary shares estimated at different dates prior to September 30, 2014:

Date	Class of shares	Fair value		Purpose of valuation	Type of valuation
February 29, 2012 and March 9, 2012	Ordinary Shares	US$	0.0989	Re-measurement of share options granted and determination of potential beneficial conversion feature in connection with the issuance of Series B Preferred Shares	Contemporaneous
July 1, 2012	Ordinary Shares	US$	0.0600	Share options granted as of July 1 2012	Contemporaneous
October 1, 2012	Ordinary Shares	US$	0.0594	Share options granted as of October 1, 2012	Contemporaneous
March 15, 2013	Ordinary Shares	US$	0.0611	Share options granted as of March 15, 2013	Contemporaneous
April 18, 2014	Ordinary Shares	US$	0.0081	Share options granted as of April 18, 2014	Contemporaneous
June 29, 2014	Ordinary Shares	US$	0.0221	Ordinary share compensation to executives and certain directors as of June 29, 2014	Contemporaneous

        In determining the fair value of our ordinary shares, we have considered the guideline prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held Company Equity Securities Issued and Compensation, or the Practice Aid. Specifically, paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

        The Appraiser used the discounted cash flow, or DCF, method of the income approach to derive the fair value of our ordinary shares as of June 29, 2014. We considered the market approach and searched for public companies located in China with similar business nature and in a stage of development similar to ours. However, no companies similar to us in many aspects could be identified, and we therefore only used the results obtained from the market approach as a sanity check on the results obtained from the income approach. The determination of the fair value of our ordinary shares required complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation. These estimations will not be necessary to determine the fair value of our ordinary shares once trading commences.

        The major assumptions used in calculating the fair value of ordinary shares include:

•

Weighted average cost of capital, or WACC: The WACCs were determined based on a consideration of such factors as risk-free rate, comparative industry risk, equity risk premium, company size and company-specific factors. The changes in WACC from 26% as of October 1, 2012 to 25% as of March 15, 2013 were primarily due to our business growth and recovery in the global capital markets and economic conditions for accelerating our development. In deriving the WACCs, which are used as the discount rates under the income approach, certain publicly traded companies in the online commerce and travel service agency business were

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selected for reference as our guideline companies. To reflect the operating environment in China and the general sentiment in the U.S. capital markets towards the online commerce industries, the guideline companies were selected with consideration of the following factors: (i) the guideline companies should be online services provider; and (ii) the guideline companies should either have their principal operations in China, as we operate in China, and/or are publicly listed companies in the U.S., as we plan to become a public company in the U.S. The WACC increased from 25% as of April 18, 2014 to 27% as of June 29, 2016. Additional 2% risk premium was added to reflect additional risk/uncertainty involved in the new business operation of WoWo Merchant App.

•

Discount for lack of marketability, or DLOM: When determining the DLOM, the option-pricing method (put option) was applied to quantify the DLOM where applicable. Although it is reasonable to expect that the completion of this offering will add value to our ordinary shares because we will have increased liquidity and marketability as a result of this offering, the amount of additional value can be measured with neither precision nor certainty. The DLOMs were estimated to be 22% as of October 1, 2012 and 25% as of March 15, 2013. The higher DLOM is used for the valuation, the lower is the determined fair value of the ordinary shares. DLOM decreased from 13% as of April 18, 2014 to 9% as of June 29, 2014 due to a shorter period to the expected initial public offering date.

        The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The assumptions used in deriving the fair values were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts. The risk associated with achieving our forecasts were assessed in selecting the appropriate discount rates, which ranged from 27% to 25%.

        The fair value of our ordinary shares slightly decreased from US$0.06 per share as of July 1, 2012 to US$0.0594 per share as of October 1, 2012, primarily due to the following reasons:

•

revenue growth rate was lower when the management expected more intense competition in the group buying business;

•

the company's 2012 actual performance missed budget; but

•

additional cost from platform usage fee and cost reduction that achieved more efficient cost control which could result in increase in EBIT.

        The fair value of our ordinary shares increased from US$0.0594 per share as of October 1, 2012 to US$0.0611 per share as of March 15, 2013, primarily due to the following reasons:

•

revenue growth rate is higher as the company aims to expand market share from the growing Internet consumption market though lower profit margin; and

•

recovery in the global capital markets and economic conditions.

        The fair value of our ordinary shares decreased from US$0.0611 per share as of March 15, 2013 to US$0.0081 per share as of April 18, 2014, primarily due to the following reasons:

•

the company's 2013 actual performance missed budget; and

•

profitibility declined due to intense competition in the market resulting in our lower bargaining power to counterparties in negotiating the take rate (margin) and higher operating expenses (e.g. sales commission cost).

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        The fair value of our ordinary shares increased from US$0.0081 per share as of April 18, 2014 to US$0.0221 per share as of June 29, 2014, primarily due to the following reasons:

•

Financial performance was expected to be better in the long run when the company's business was expected to receive contribution from the new operation of WoWo Merchant App; and

•

DLOM was lower due to a shorter period to the expected initial public offering date.

        Our share-based compensation with employees are measured based on the grant date fair value of the equity instrument we issued and recognized as compensation expense over the requisite service period based on the straight-line method, with a corresponding impact reflected in additional paid-in capital.

        The following table sets forth certain information regarding the share options granted to our employees at different dates prior to June 30, 2014:

Grant/Re-measurement date	Type of award	Number of award		Exercise price		Fair value of ordinary share		Intrinsic value		Type of valuation
January 1, 2012	Employee share option		2,532,600	US$	0.00	US$	0.1078	US$	273,014	Contemporaneous
January 1, 2012	Employee share option		583,550	US$	0.20	US$	0.1078		—	Contemporaneous
July 1, 2012	Employee share option		661,100	US$	0.20	US$	0.0600		—	Contemporaneous
October 1, 2012	Employee share option		7,977,216	US$	0.00	US$	0.0594	US$	473,847	Contemporaneous
October 1, 2012	Employee share option		175,000	US$	0.20	US$	0.0594		—	Contemporaneous
March 15, 2013	Employee share option		1,228,590	US$	0.20	US$	0.0611		—	Contemporaneous
April 18, 2014	Employee share option		11,445,500	US$	0.01	US$	0.0081		—	Contemporaneous

        In determining the value of share options to employees, we have used the Binomial option-pricing model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including risk-free interest rate, the contractual life of the options, the expected dividends on the underlying ordinary shares, the expected volatility of the price of the underlying shares for the contractual life of the options, the post-vesting forfeiture rate and the expected exercise multiple are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expense we recognize in our consolidated financial statements.

        In determining the value of ordinary shares to directors and executives, we have considered the fair value of the ordinary share and the expected dividend paid-out ratio. Because we have no plan to pay dividend, the fair value of the share granted to directors and executives is the fair value of the ordinary share.

        The key assumptions used in valuation of the employee share options are summarized in the following table:

	Grants on January 1, 2012	Grants on July 1, 2012	Grants on October 1, 2012	Grants on March 15, 2013	Grants on April 18, 2014
Risk-free rate of return(1)	1.8%	1.7%	1.7%	0.9%	1.8%
Contractual life of the options(2)	5.0 years	5.0 years	5.0 years	5.0 years	5.0 years
Volatility(3)	53%	64%	64%	65%	55%
Expected dividend yield(4)	0%	0%	0%	0%	0%
Post-vesting forfeiture rate(5)	5.0%/10.0%/0%	20.0%	0%/5.0%/20.0%	25.0%/40.0%	9.0%/40.0%
Exercise multiple(6)	2x / 3x	2x	2x / 3x	2x / 3x	3x / 2x

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

(2)

The contractual life of the options is based on the option grant letter.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the contractual life of the options.

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(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

(5)

The post vesting forfeiture rate was based on our historical statistical data. 9.0% and 40.0% was applied to options granted to general staff as of different valuation dates. 0% was applied to options granted to executive management with expectation that the executive management will not quit from the company over the contractual life of the options.

(6)

Exercise multiple is the ratio of fair value of share over the exercise price at the time which the option will be exercised, estimated based on a consideration of research study regarding exercise pattern from historical statistical data. A multiple of three was used for the executive management and a multiple of two was used for general staff.

Limited Operating History

        We began our current business operations in March 2010 and, accordingly, we have a very limited operating history upon which you can evaluate the viability and sustainability of our business. It may also be difficult to evaluate the viability of our group buying/flash sale services as a business model because we may not have sufficient experience to address the risks frequently encountered by early stage companies using new business models and entering new and rapidly evolving markets. In addition, certain of our senior management and employees have worked with us for only a relatively short period of time. Our future results and performance are likely to depend on the success of our group buying/flash sale services, as well as other services we may launch and that remain untested, and on the synergies that may develop among our senior management in implementing our business model.

Internal Control over Financial Reporting

        Prior to this offering, we were a private company and had limited accounting personnel and other resources with which to address our internal control over financial reporting.

        In connection with the audit of our consolidated financial statements as of and for the two years ended December 31, 2012 and 2013, we and our independent registered public accounting firm identified three material weaknesses as of December 31, 2013. As defined in standards established by the PCAOB, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified related to (i) lack of accounting personnel with appropriate knowledge of accounting principles generally accepted in the United States of America, or U.S. GAAP, (ii) the lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP, and (iii) the lack of risk assessment process. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting. We and they are required to do so only after we become a public company. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

        To remedy our identified material weaknesses we have adopted several measures to improve our internal control over financial reporting, including (i) hiring more U.S. GAAP experienced personnel and setting up the U.S. GAAP reporting team in near future to strengthen the resources in preparing the financial statements under U.S. GAAP and developing and implementing a full set of U.S. GAAP accounting policies and financial reporting procedures as well as related internal control policies; (ii) preparing a comprehensive accounting manual in accordance with U.S. GAAP and will conduct training for the relevant personnel; and (iii) designing the risk assessment process, preparing the risk assessment documentation and performing the formal evaluation process for evaluating related risks based on such documentation. We expect to complete the measures above as soon as practicable and

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we will continue to implement measures to remedy our internal control deficiencies in order to meet the deadline imposed under Section 404 of the Sarbanes-Oxley Act.

        The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. See "Risk Factors—Risks Relating to Our Business and Industry—During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP could be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective".

Exemptions Available Under the JOBS Act

        We are an "emerging growth company" under the Jumpstart Our Business Startups Act (the "JOBS Act"), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Furthermore, we are not required to present selected financial information or any management's discussion herein for any period prior to the earliest audited period presented in connection with this prospectus.

        We have not opted out of these exemptions available to the emerging growth companies from various reporting requirements that are applicable to other public companies. This decision allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies or otherwise become applicable to us. As a result, our financial statements might not be comparable to public companies or other emerging growth companies that have opted out of these exemptions. We cannot predict if investors will find our ADSs less attractive because we will rely on these exemptions. If some investors find our ADSs less attractive as a result, our stock price could be lower than it otherwise would be, there could be a less active trading market for our ADSs and our stock price could be more volatile.

        We will remain an emerging growth company until the earliest of (i) the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion; (ii) the last day of our fiscal year ending after the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act.

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Results of Operations

        The following table presents selected financial data from consolidated statements of operations of Wowo Limited for the periods indicated. Our limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of our future performance.

	For the year ended December 31,						For the nine months ended September 30,
	2012			2013			2013			2014
	(US$ in thousands)
Consolidated statements of operations data
Net revenues		27,815			36,253			27,633			20,642
Cost of revenues		7,185			6,583			4,739			5,516
Gross profit		20,630			29,670			22,894			15,126
Operating expenses:
Marketing		12,487			10,426			8,077			8,719
Selling, general and administrative		47,010			49,280			35,825			38,697
Impairment of intangible assets		—			2,035			—			—
Total operating expenses		59,497			61,741			43,902			47,416
Loss from operations		(38,867	)		(32,071	)		(21,008	)		(32,290	)
Interest income		21			44			43			6
Interest expense		(224	)		(137	)		(107	)		(12	)
Other income/(expenses), net		20			(89	)		(55	)		(151	)
Loss from disposal of VIE and VIE's subsidiaries		(29	)		—			—			—
Loss before provision for income tax		(39,079	)		(32,253	)		(21,127	)		(32,447	)
Provision for income tax benefits		(69	)		(81	)		6			—
Net loss		(39,010	)		(32,172	)		(21,121	)		(32,447	)

Nine Months ended September 30, 2013 compared to the Nine Months ended September 30, 2014

Net revenues

        Our net revenues decreased by US$6.9 million, or 25.3%, from US$27.6 million for the nine months ended September 30, 2013 to US$20.6 million for the nine months ended September 30, 2014.

        Net revenues from commission decreased by US$7.6 million, or 36.2%, from US$20.9 million for the nine months ended September 30, 2013 to US$13.4 million for the nine months ended September 30, 2014, primarily due to a decrease in our effective take rate due to competition and as we continue to offer lower take rate to increase our merchant client base. Our effective take rate was 7.2% and 4.6% for the nine months ended September 30, 2013 and 2014, respectively.

        Net revenues from our storefront fees increased by US$0.6 million, or 8.6%, from US$6.7 million for the nine months ended September 30, 2013 to US$7.3 million for the nine months ended September 30, 2014 as we signed up more merchant clients by continue to improve our service offerings and web page contents. In the three months ended September 30, 2014, we had approximately 13,100 storefront fee paying merchant clients.

Cost of revenues

        Our cost of revenues increased by US$0.8 million, or 16.4%, from US$4.7 million for the nine months ended September 30, 2013 to US$5.5 million for the nine months ended September 30, 2014, primarily due to an increase in electronic payment processing fees of US$0.6 million resulting

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from an increase of mobile app customers. Our gross billings for the nine months ended September 30, 2013 and 2014 was US$338.0 million and US$356.2 million.

Total Operating expenses

        Our total operating expenses increased by US$3.5 million, or 8.0%, from US$43.9 million for the nine months ended September 30, 2013 to US$47.4 million for the nine months ended September 30, 2014, primarily due to increases in selling, general and administrative expenses of US$2.9 million.

Marketing expenses

        Our marketing expenses increased by US$0.6 million, or 7.9%, from US$8.1 million for the nine months ended September 30, 2013 to US$8.7 million for the nine months ended September 30, 2014, primarily due to our expansion into the mobile commerce market and the related marketing expenses.

Selling, general and administrative expenses

        Our selling, general and administrative expenses increased by US$2.9 million, or 8.0%, from US$35.8 million for the nine months ended September 30, 2013 to US$38.7 million for the nine months ended September 30, 2014, primarily due to an increase in share based compensation of US$1.0 million, an increase in salary of US$0.9 million, an increase in offices expenses of US$0.5 million and an increase in selling expenses for vouchers of US$0.5 million.

Loss from operation

        As a result of the foregoing our loss from operation increased by US$11.3 million, or 53.7%, from US$21.0 million for the nine months ended September 30, 2013 to US$32.3 million for the nine months ended September 30, 2014.

Net loss

        As a result of the foregoing, our net losses increased by US$11.3 million, or 53.6%, from US$21.1 million for the nine months ended September 30, 2013 to US$32.4 million for the nine months ended September 30, 2014.

Year ended December 31, 2012 compared to Year ended December, 2013

Net revenues

        Starting from November 2011, we began to encourage our local merchant clients to open online stores on our WoWo Mall website. Starting from July 2012, we began to charge an annual storefront fee for a limited category of merchant clients that have opened an online store with us. Our net revenues increased significantly by US$8.5 million, or 30.3%, from US$27.8 million for the year ended December 31, 2012 to US$36.3 million for the year ended December 31, 2013.

        Net revenues from commission increased by US$1.3 million, or 5.2%, from US$25.0 million for the year ended December 31, 2012 to US$26.3 million for the year ended December 31, 2013, primarily due to an increase in gross billings, offset in part by a decrease in our effective take rate. Our effective take rate was 7.5% and 6.9% for the years ended December 31, 2012 and 2013, respectively.

        Net revenues from our storefront fees increased by US$7.2 million, or 254.4%, from US$2.8 million for the year ended December 31, 2012 to US$10.0 million for the year ended December 31, 2013, primarily due to increases in the number of fee paying merchants.

Cost of revenues

        Our cost of revenues decreased by US$0.6 million, or 8.4%, from US$7.2 million for the year ended December 31, 2012 to US$6.6 million for the year ended December 31, 2013, primarily due to a decrease in employee salary and benefit costs by US$1.1 million as we became more efficient in our

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operation and required fewer writers/editors and logistic personnel and a decrease in amortization of intangibles by US$0.2 million, offset in part by an increase in electronic payment processing fees of US$0.9 million due to an increase in gross billings.

Total Operating expenses

        Our total operating expenses increased by US$2.2 million, or 3.8%, from US$59.5 million for the year ended December 31, 2012 to US$61.7 million for the year ended December 31, 2013, primarily due to increases in selling, general and administrative expenses of US$2.3 million and an increase in impairment of intangible assets of US$2.0 million; offset in part by a decrease in marketing expenses of US$2.1 million.

Marketing expenses

        Our marketing expenses decreased by US$2.1 million, or 16.5%, from US$12.5 million for the year ended December 31, 2012 to US$10.4 million for the year ended December 31, 2013, primarily due to a decrease in the marketing and promotion expenses of US$1.8 million as we forego certain low performance online advertising channels and became more performance oriented in our selection of online advertising channels.

Selling, general and administrative expenses

        Our selling, general and administrative expenses increased by US$2.3 million, or 4.8%, from US$47.0 million for the year ended December 31, 2012 to US$49.3 million for the year ended December 31, 2013, primarily due to an increase in employee expenses of US$5.4 million. Head count for our merchant client representatives increased from 1,506 as of December 31, 2012 to 2,119 as of December 31, 2013, as we continue to expand our network of client service centers. The increase in our employee expenses is offset in part by a decrease in share based compensation expenses of US$1.0 million, a decrease in office expenses of US$1.1 million, a decrease in bad debts of US$0.5 million and a decrease in depreciation of equipment of US$0.3 million.

Loss from operation

        As a result of the foregoing our loss from operation decreased by US$6.8 million, or 17.5%, from US$38.9 million for the year ended December 31, 2012 to US$32.1 million for the year ended December 31, 2013.

Net loss

        As a result of the foregoing, our net losses decreased by US$6.8 million, or 17.5%, from US$39.0 million for year ended December 31, 2012 to US$32.2 million for the year ended December 31, 2013.

Selected Quarterly Results of Operations

        The following table sets forth our selected unaudited quarterly results of operations for the 11 quarters in the period from January 1, 2012 to September 30, 2014. You should read the following table in conjunction with our audited consolidated financial statements and related notes contained elsewhere in this prospectus. We have prepared the selected unaudited quarterly financial information on the same basis as our audited consolidated financial statements, and it includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the quarters presented.

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	For the three months ended,
	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014
	US$ in thousands, except share and share related data
Selected consolidated statements of operations
Net revenues
Commission		5,133			5,527			7,509			6,836			7,160			6,773			6,988			5,375			4,184			4,073			5,096
Storefront fees		76			299			1,357			1,078			1,997			1,981			2,734			3,245			1,333			2,625			3,331
Total net revenues		5,209			5,826			8,866			7,914			9,157			8,754			9,722			8,620			5,517			6,698			8,427
Cost of revenues		1,931			1,757			1,808			1,689			1,405			1,515			1,819			1,844			1,851			1,732			1,934
Gross profit		3,278			4,069			7,058			6,225			7,752			7,239			7,903			6,776			3,666			4,966			6,493
Operating expenses:
Marketing		2,912			3,669			3,188			2,718			2,327			2,895			2,855			2,349			2,518			2,735			3,466
Selling, general and administrative		14,277			11,427			10,789			10,517			11,080			11,715			13,030			13,455			11,248			13,584			13,865
Impairment of intangible assets		—			—			—			—			—			—			—			2,035			—			—			—
Total operating expenses		17,189			15,096			13,977			13,235			13,407			14,610			15,885			17,839			13,766			16,319			17,331
Loss from operations		(13,911	)		(11,027	)		(6,919	)		(7,010	)		(5,655	)		(7,371	)		(7,982	)		(11,063	)		(10,100	)		(11,353	)		(10,838	)
Interest income		11			2			4			4			3			39			1			1			2			3			1
Interest expense		(88	)		(53	)		(43	)		(40	)		(35	)		(33	)		(40	)		(29	)		(11	)		—			—
Other (expense)/ income, net		227			(194	)		9			(22	)		(199	)		161			(17	)		(34	)		(8	)		(69	)		(74	)
Gain/(loss) from disposal of VIE and VIE's subsidiaries		(33	)		2			2			—			—			—			—			—			—			—			—
Loss before provision for income taxes		(13,794	)		(11,270	)		(6,947	)		(7,068	)		(5,886	)		(7,204	)		(8,038	)		(11,125	)		(10,117	)		(11,419	)		(10,911	)
Provision for income tax (benefits)/expense		(15	)		(18	)		(18	)		(18	)		(11	)		8			(3	)		(75	)		—			—			—
Net loss attributable to Wowo Limited		(13,779	)		(11,252	)		(6,929	)		(7,050	)		(5,875	)		(7,212	)		(8,035	)		(11,050	)		(10,117	)		(11,419	)		(10,911	)

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        Our net revenue generally increased throughout the 11 quarters presented above due to an increase in our merchant client and customer base, subject to the following factors that affected our net revenue: seasonality, increase in merchant clients paying storefront fees and changes in our blended take rate.

•

Seasonality.  Similar to all retail operations, our business is affected by seasonality. For example, purchasing activities in China are usually lower in the first quarter over Chinese New Year and in the fourth quarter over PRC National Holidays, when people stayed at home to enjoy the holidays. Purchasing activities may be the highest in the third quarter during summer vacation, when students increase their purchases. We also tend to sign up more merchant clients or have more merchant clients renew their subscription of an online store according to the expected seasonality changes in consumer habit.

•

Increased Merchant Client Base.  Over the 11 quarters, our total number of merchant clients increased, among which, more of our merchant clients have opened an online store in our WoWo Mall as oppose to only participating in our group buying/flash sale services, demonstrating the attractiveness of the WoWo Mall business model over the traditional group buying/flash sale model. Among the Merchant Clients who have opened an online store with us, an increasing number of merchants are also adopting to the business model that pays a fixed store front fees of between RMB4,000 to RMB6,000 per year to receive a more attractive deal.

•

Changes in Take Rate.  Our average take rate has decreased throughout the 11 quarters. We believe the decrease in average take rate is affected by two factors. Take rate in China's group buying/flash sale businesses have generally decreased due to competition. We have reacted to the competition and attempted to stabilize the decrease through the adopting of the storefront fee paying business model to receive a more attractive deal. Our take rate can range from 2% to 8%, depending on our merchant clients' business category and our other strategic considerations. We believe WoWo Mall, WoWo Mobile and WoWo EMS, would prove to be more attractive to the local merchants and would result in an increase in our profit in the long run.

Liquidity and Capital Resources

        We had US$4.2 million, US$0.4 million and US$0.5 million in cash and cash equivalents as of December 31, 2012 and 2013 and September 30, 2014, respectively.

        The following table sets forth a summary of our cash and cash equivalents inside and outside of the PRC as of December 31, 2013:

	Cash and cash equivalents denominated		Cash and cash equivalents denominated		Total cash and cash equivalents
	in RMB		in USD
	(US$ in thousands)
Entities outside of the PRC	$	—	$	137	$	137
PRC VIE		263		—		263
Outside of VIE		12		7		19
Entities inside of the PRC		275		7		282
Total	$	275	$	144	$	419

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        The following table sets forth a summary of our cash and cash equivalents inside and outside of the PRC as of September 30, 2014:

	Cash and cash equivalents denominated		Cash and cash equivalents denominated		Total cash and cash equivalents
	in RMB		in USD
	(US$ in thousands)
Entities outside of the PRC	$	—	$	64	$	64
PRC VIE		339				339
Outside of VIE		104		7		111
Entities inside of the PRC		443		7		450
Total	$	443	$	71	$	514

        Our net losses were US$39.0 million for the years ended December 31, 2012, US$32.2 million for the year ended December 31, 2013 and US$32.4 million for the nine months ended September 30, 2014. We expanded quickly from 5 service centers as of January 1, 2011 to 150 as of September 30, 2014 in order to provide merchant service coverage in most of the major cities and populations centers across China. During this expansion process, we also implemented rigorous performance appraisal and sales training in order to retain the best local merchant service representatives that will allow us to increase sales to local merchants and provide outstanding services. During this period, we also continued to focus on empowering our merchant clients to self manage their online presence, including rolling out our WoWo EMS to automate a number of back office supports. As a result, we do not foresee that we would continue to have strong demand for additional merchant service representatives going forward, as we have already established a significant network of merchant client service centers covering most of the major cities and population centers in China. We intend to leverage this nationwide infrastructure to acquire more local merchants and convert them to our e-commerce platform. As merchants migrate to our online storefronts and start paying storefront fees, we believe this recurrent revenue will help improve our financial performance.

        We have incurred net losses and experienced negative cash flow from operating activities since our inception. In addition, as of September 30, 2014, out of $53,674,400 total loan amounts due to Mr. Maodong Xu, $48,210,961 had become overdue and the remaining balance $5,463,439 was due within 90 days. If Mr. Maodong Xu exercises his contractual rights to demand repayments, the Company will not have sufficient working capital for daily operation. However, we believe that our current cash balance, anticipated cash flows from operations and the financial support obtained from our Chairman and CEO, Mr. Maodong Xu, will be sufficient to meet our anticipated capital needs through December 31, 2015. Specifically, we project we will continue to incur future operating losses by the end of 2015. In this regard, Mr. Maodong Xu has personally committed to provide adequate funds to enable us to meet in full our financial obligations as they fall due through December 31, 2015, which commitment is further supported by pledges of certain assets from Mr. Xu. The funds, if and when called, will be provided in the form of a cash equity investment. This commitment is for an amount subject to our actual deficiency without any limitation and regardless of whether this offering has taken place. We may also need external financing if there is any change in business conditions or other future developments, including any investments we may decide to pursue, and if our existing cash balance and commitment from our Chairman and CEO are insufficient to meet our requirements, we may also seek to sell additional equity securities or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

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        In the future, we may rely on dividends and other distributions on equity paid by our wholly-owned PRC subsidiaries for our cash and financing requirements. There are potential restrictions on the dividends and other distributions by our PRC subsidiaries. For instance, if WoWo Shijie, our PRC subsidiary, incurs debt on its own behalf in the future, the instruments governing the debt could restrict its ability to pay dividends or make other distributions to us. The PRC tax authorities may require us to adjust our taxable income under the contractual arrangements WoWo Shijie currently has in place with Beijing Wowo Tuan and Kai Yi Shi Dai in a way that could adversely affect the latter's ability to pay dividends and other distributions to us. In addition, under PRC laws and regulations, WoWo Shijie, as a wholly foreign-owned enterprise in the PRC, may only pay dividends out of its accumulated profits. Wholly foreign-owned enterprises, such as WoWo Shijie, are required to set aside at least 10% of their accumulated after-tax profits each year, if any, to fund a statutory reserve fund, until the aggregate amount of such fund reaches 50% of their respective registered capital. At their discretion, wholly foreign-owned enterprises may allocate a portion of their after-tax profits to staff welfare and bonus funds. These reserve funds and staff welfare and bonus funds are not distributable as cash dividends. See "Risk factors—Risk related to our corporate structure—We rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we might have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have an adverse effect on our ability to conduct our business". In addition, our investment made as registered capital and additional paid in capital of our subsidiaries, VIE and VIE's subsidiaries are also subject to restrictions in their distribution and transfer according to the laws and regulations in China. Owing to the above, our subsidiaries, VIE and VIE's subsidiaries in China are restricted in their ability to transfer their net assets to us in terms of cash dividends, loans or advances. As of September 30, 2014, the restricted net assets of our PRC subsidiary and VIE entities, which represents registered capital and additional paid-in capital, was US$26.2 million. Any limitation on the ability of Wowo Shijie or Wowo Mall (China) Ltd. (HK) to pay dividends or make other distributions to us could adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

        We are an offshore holding company conducting our operations in China through our PRC subsidiaries and VIEs. The functional and reporting currency of our company, Wowo Group Limited (BVI) and Wowo Mall (China) Ltd. (HK) is US dollars. The financial record of our subsidiary, VIEs, and VIEs' subsidiaries located in the PRC are maintain in Renminbi. Fluctuation in the exchange rate between Renminbi and other foreign currency may affect our ability to inject capital in to PRC. See "—Quantitative and Qualitative Disclosure about Market Risk—Foreign Exchange Risk". We could lend to our PRC subsidiaries and VIEs, or we could make additional capital contributions to our PRC subsidiaries, or we could establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or we could acquire offshore entities with business operations in China in an offshore transaction. Most of these uses are subject to PRC regulations and approvals. For example, loans by us to our wholly owned PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If we decide to finance our wholly owned PRC subsidiaries by means of capital contributions, these capital contributions must be approved by the MOC or its local counterpart. Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are unlikely to lend money to our VIEs which are PRC domestic companies. See "Risk factors—Risks Related to Our Corporate Structure and Dependence on our Contractual Arrangements with our Affiliates—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion could limit our use of the proceeds we receive from this offering to fund our expansion or operations".

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        The following table sets forth a summary of our cash flows for the periods indicated:

	For the year ended December 31,						For the nine months ended September 30,
	2012			2013			2013			2014
	(US$ in thousands)
Net cash used in operating activities		(14,647	)		(28,753	)		(15,276	)		(24,104	)
Net cash provided by/(used in) investing activities		2,992			2,065			2,367			(412	)
Net cash provided by financing activities		11,798			22,736			10,590			24,584
Effect of exchange rate changes		(227	)		124			125			26
(Decrease)/increase in cash		(84	)		(3,828	)		(2,194	)		94
Cash at the beginning of the period		4,331			4,247			4,247			419
Cash at the end of the period		4,247			419			2,053			513

Net cash used in operating activities

        Net cash used in operating activities was US$24.1 million for the nine months ended September 30, 2014. We had net loss of US$32.4 million, which was further increased by a decrease in accrued expenses and other current liabilities of US$3.8 million, offset in part by an increase in advance from customers of US$1.3 million and an increase in accounts payable of US$5.6 million.

        Net cash used in operating activities was US$28.8 million for the year ended December 31, 2013. We had net loss of US$32.2 million, which was further increased primarily by an increase in prepaid expenses and other current assets of US$6.3 million for engaging new merchant clients and a decrease in account payable of US$4.3 million as our management decided to shorten our account payable cycle; offset in part by an increase in advance from retail customers of US$7.0 million, as our gross billings increased we also experienced an increase in unredeemed coupons that we accounted for as advance from consumers.

        Net cash used in operating activities was US$14.6 million for the year ended December 31, 2012. We had net loss of US$39.0 million, which was offset in part by an increase in accrued expenses and other current liabilities of US$6.1 million due to an increase in accrued employee benefits, an increase in advance from retail customer of US$5.6 million, as our gross billings increased we also experienced an increase in unredeemed coupons that we accounted for as advance from consumers, an increase in accounts payable of US$3.1 million due to an increase in accounts payable and the lengthening of our account payment cycle, and a decrease in prepaid expenses and other current assets of US$2.3 million as we became more selective in engaging merchant clients.

Net cash provided by/used in investing activities

        Net cash used in investing activities was US$0.4 million for the nine months ended September 30, 2014 consisted primarily of purchase of property and equipment of US$0.4 million.

        Net cash provided by investing activities was US$2.1 million for the year ended December 31, 2013, consisted primarily of a release of restricted cash of US$2.5 million due to repayment of loan, offset in part by purchase of property and equipment of US$0.6 million.

        Net cash provided by investing activities was US$3.0 million for the year ended December 31, 2012, consisted primarily of a release of restricted cash of US$5.0 million due to repayment of loan, offset in part by purchase of property and equipment of US$1.2 million and an increase in amounts due from related parties in relation to funds we provided to our Chairman and CEO, Mr. Xu, for the purchase of a VIE, Kai Yi Shi Dai and payment of certain operating expenses for Wowo Shiji and certain payments for acquisition of business of US$0.3 million.

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Net cash provided by financing activities

        Net cash provided by financing activities was US$24.6 million for the nine months ended September 30, 2014, consisted primarily of an increase in amounts due to related parties of US$26.8 million in relation to a shareholder loan from our Chairman and CEO, Mr. Xu, offset in part by repayments of borrowing of US$1.7 million.

        Net cash provided by financing activities was US$22.7 million for the year ended December 31, 2013, consisted primarily of an increase in amounts due to related parties of US$24.6 million in relation to a shareholder loan from our Chairman and CEO, Mr. Xu, and an increase in proceeds from short-term loan of US$1.6 million, offset in part by repayments of borrowing of US$2.3 million.

        Net cash provided by financing activities was US$11.8 million for the year ended December 31, 2012, consisted primarily of proceeds from issuance of Series B convertible redeemable preferred shares of US$12.5 million, proceeds from third party loans of US$4.4 million and an increase in amounts due to related party of US$1.1 million in relation to fees for short message service provided LMobile Media, a related party, offset in part by repayments of borrowings of US$3.9 million and repayments for third party loans of US$2.2 million.

        We estimate that we will receive net proceeds of approximately US$         million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$        per ADS. Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the RMB against the U.S. dollar, from a rate of RMB        to US$1.00 to a rate of RMB        to US$1.00, will result in a decrease of RMB          million (US$         million) of the net proceeds from this offering. Conversely, a 10% depreciation of the RMB against the U.S. dollar, from a rate of RMB         to US$1.00 to a rate of RMB        to US$1.00, will result in an increase of RMB         million (US$         million) of the net proceeds from this offering.

Short-Term Loan

        On April 6, 2012, we entered into a short-term loan agreement with a PRC bank with a term of twelve-month and 7.216% annual interest rate. The credit limit of this loan is US$2,247,154 (equivalent to RMB14 million) and an amount of US$2,247,154 (equivalent to RMB14 million) was drawn as of December 31, 2012. We pledged a bank deposit of US$2,500,000 for this loan. On April 1, 2013, we repaid the full amounts of principal and interests for this loan. Interest expenses accrued and paid for this loan was US$119,638 and US$44,277 for the years ended December 31, 2012 and 2013, respectively.

        On March 1, 2013, we entered into a short-term loan agreement with a PRC bank with a term of twelve-month and the annual interest rate was adjusted to 120% of the annual interest rate published by People's Bank of China in March 2013 and the credit limit of this loan is US$3,968,254 (equivalent to RMB25 million). An amount of US$1,651,880 (equivalent to RMB10 million) was drawn as of December 31, 2013. Interest expenses accrued for this loan was US$92,378 for the year ended December 31, 2013. On January 10, 2014 and February 11, 2014, we repaid US$825,940 and US$825,940, respectively, as repayment of principle, and on March 20, 2014, we repaid US$104,084, as repayment of interest, for the repayment in full of the short-term loan.

Convertible Redeemable Preferred Shares

        Series A-1 Preferred Shares.    On April 3, 2011, we issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of US$0.9108 per Series A-1 Preferred Share for total cash proceeds of US$5,000,000 before issuance cost of US$18,072.

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        Series A-2 Preferred Shares.    On May 25, June 8, and July 5, 2011, we issued 30,803,678, 2,053,580 and 18,482,206 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of US$0.9739 per Series A-2 Preferred Share for total cash proceeds of US$30,000,000, US$2,000,000 and US$18,000,000, respectively. The related issuance cost was US$192,149 and deducted from proceeds of Series A-2 Preferred Shares.

        Series B Preferred Shares.    On February 29, 2012, we issued an aggregate of 30,507,471 Series B Convertible Redeemable Preferred Shares ("Series B Preferred Shares") to our existing shareholders at an issuance price of US$0.4097 per Series B Preferred Shares for total cash proceeds of US$12,500,000. The related issuance cost was US$31,153 and deducted from proceeds of Series B Preferred Shares. Meanwhile, we also issued an aggregate of 6,713,384 Series A-1 Preferred Shares and 70,690,413 Series A-2 Preferred Shares to existing Series A-1 and Series A-2 investors for no consideration.

Capital Expenditures

        We made capital expenditure of US$0.4 million for the nine months ended September 30, 2014, consisted of the purchase of property and equipment of US$0.4 million.

        We made capital expenditure of US$0.6 million for the year ended December 31, 2013, consisted of the purchase of property and equipment of US$0.6 million.

        We made capital expenditures of US$1.5 million for the year ended December 31, 2012, primarily consisted of the purchase of property and equipment of US$1.2 million and payments for acquisitions of businesses of US$0.3 million.

        Going forward, as more merchant clients utilize our WoWo EMS and more consumers download and utlize our WoWo Mobile Apps, our server demand will increase and we intend to purchase additional servers to service our expanded networking.

Operating Leases

        We have entered into operating lease agreements primarily for our office spaces in China. Rental expenses under operating leases were US$2.8 million, US$2.1 million and US$1.7 million, respectively, for the years ended December 31, 2012 and 2013 and the nine months ended September 30, 2014, respectively.

        The future aggregate minimum lease payments were as follows:

	Payments Due by Period
	Total		2014		2015		2016		2017
	(US$ in thousands)
Operating leases		1,721		539		936		244		2

Withholding Tax Obligation

        Pursuant to PRC individual income tax laws, when a corporation purchases equity interest from individuals, the individuals are obligated to pay individual income tax based on 20% of the capital gain from the transaction with the corporation as the withholding agent. We have purchased equity interests of certain entities from individual sellers. There is a possibility that if individual sellers fail to meet their income tax obligations, the tax authority may require us, who is withholding agent, to pay the taxes for the sellers firstly. Based on the information currently available, we are unable to make a reasonable estimate of the related liability due to the uncertainty related to the outcome and amount of payment and relating penalty and interest.

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Off-Balance Sheet Commitments and Arrangements

        Save for the contingent withholding tax obligation disclosed above, we do not currently have any outstanding off-balance sheet arrangements or commitments. We have no plans to enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or commitments.

Inflation

        Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the annual average percentage changes in the consumer price index in China for both 2012 and 2013 were 2.6%. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

        Currently all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

        The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the revised policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy resulted in a more than 20% appreciation of the RMB against the U.S. dollar in the following three years. Since July 2008, however, the RMB has traded within a narrow range against the U.S. dollar. As a consequence, the RMB has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 20, 2010, the People's Bank of China announced that the PRC government would further reform the RMB exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the RMB exchange rate. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us.

Interest Risk

        Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank accounts. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

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Recent Accounting Pronouncements

        In July 2013, the FASB issued a pronouncement that provides guidance on financial statement presentation of an unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP.

        The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward, except as follows. To the extent a net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.

        This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We do not expect the adoption of this guidance will have a significant effect on our consolidated financial statements.

        In May 2014, the FASB issued a new pronouncement that affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU.

        The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

•

Step 1: Identify the contract(s) with a customer.

•

Step 2: Identify the performance obligations in the contract.

•

Step 3: Determine the transaction price.

•

Step 4: Allocate the transaction price to the performance obligations in the contract.

•

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

        For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted.

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        An entity should apply the amendments in this ASU using one of the following two methods:

1.

Retrospectively to each prior reporting period presented and the entity may elect any of the following practical expedients:

•

For completed contracts, an entity need not restate contracts that begin and end within the same annual reporting period.

•

For completed contracts that have variable consideration, an entity may use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods.

•

For all reporting periods presented before the date of initial application, an entity need not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when the entity expects to recognize that amount as revenue.



2.

Retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:

•

The amount by which each financial statement line item is affected in the current reporting period by the application of this ASU as compared to the guidance that was in effect before the change.

•

An explanation of the reasons for significant changes.

        We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

        In June 2014, the FASB issued a new pronouncement which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation—Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. We do not expect the adoption of this guidance will have a significant effect on our consolidated financial statements.

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INDUSTRY OVERVIEW

Our Market Opportunity

        The local entertainment and lifestyle service industry in China has undergone significant changes in the past few years. The most notable trends driving these changes were the migration of offline transactions to online channels and the rise of consumers' demand for discounted local services and the local merchants' needs for alternative channels to reach their target customers. The industry data discussed below are primarily sourced from "2014 China Comprehensive Local Lifestyle E-Commerce Report" that we recommissioned from iResearch Consulting Group, or iResearch, an independent third party focusing on in-depth research at China's internet industry.

        We believe significant market opportunity has been presented to us primarily driven by the following factors:

•

China's online shopping population remains relatively underpenetrated. According to iResearch, online shopping reached 8% of the total retail sales of consumer goods in China in 2013 and is expected to surpass 10% by 2014.

•

We believe that the increased usage of mobile devices will make access to the Internet even more convenient, drive higher online shopper engagement. The penetration rate of mobile shopping among all online shoppers shopping in China was 14.4% in 2013 and is expected to reach 54.7% by 2017, according to iResearch.

•

The online-to-offline (O2O) business model is expected to grow significantly among the local lifestyle service market in China, supported by the development along the mobile commerce industry chain, according to iResearch. In 2013, the gross billings of China's local lifestyle services amounted to RMB4,681.0 billion, while the gross billings for O2O business among local lifestyle service market was only RMB171.7 billion, representing a penetration rate of only 3.7%, according to iResearch.

Difficulties Faced by Local Merchants

        Local merchants typically have high fixed cost such as rent and salaries. For example, an empty seat during a movie showing is opportunity lost to the movie theatres. Even the best local lifestyle service merchants have idle capacity, such as morning and afternoon office hours for the restaurants.

        Except for very large franchises, however, independently developing and maintaining an online sales channel by any individual local merchant is not very cost-effective.

•

Most local merchants in China have problem promoting their brands. New customers who are purchasing coupons from third party channel have not been developing loyalty to the local merchants.

•

Local merchants also lack effective mechanisms or tools to retain customers and maintain customer relationship.

Our Unique Solutions

        As one of China's leading third-party e-commerce platforms focusing on local entertainment and lifestyle services, our platform allows local merchants to create online stores, make direct sales to their target customers and process a large volume of online sales for consumption at their brick and mortar stores. Compared with other lifestyle service channels, we believe our platform model is particularly effective for local merchants for the following reasons.

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•

We allow merchants to create online stores with their own identities, look and feel. Our platform also allows the merchants to integrate their online and offline resources and efficiently self manage their businesses without a significant increase in capital expenditures.

•

Our electronic management system allows our merchants clients to more efficiently utilize their idle capacity, conduct data analysis and make follow-on service recommendations.

•

Our mobile apps allow our merchant clients to instantaneously communicate with potential customers to take seat reservations, ensure instantly verifiable transactions, and provide interactive feedbacks for tailored services.

Growth in China's Mobile Internet User

        In 2013, there were 500 million mobile Internet users in China with a penetration rate of 80.9%, according to iResearch. From 2010 to 2017, the compound average growth rate of China's mobile Internet users was and will be higher than that of China's overall Internet users, reach approximately 745 million by 2017, according to iResearch.

Number and Penetration of China Mobile Internet Users 2010-2017

Source: 2010-2013 data from CNNIC and 2014-2017 data from iResearch estimates.

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Growth in China's Online Shopping Market

        In 2013, the gross billings of China's online shopping market reached RMB1,892.5 billion, an increase of RMB705.4 billion, or 59.4%, compared to 1,187.1 billion 2012, according to iResearch. Online shopping exceeded 8% of the total retail sales of consumer goods in China and is expected to surpass 10% by 2014, according to iResearch. Many bricks and mortar companies have been forced to develop e-commerce strategies. This growth will be supported in the near future by the continuous penetration among Western China and lower-tier cities in the Central and Eastern China, according to iResearch.

Gross Billings and Growth of Online Shopping Market 2010-2017

Source: iResearch statistical model based on financial results published by enterprises and interviews with expert

Note: Gross billings for online shopping refer to the sum of business-to-consumer (B2C) and consumers-to-consumers (C2C) gross billings.

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Growth in China's Mobile Shopping Market

        In 2013, the gross billings of China's mobile shopping market reached RMB272.7 billion, an increase of RMB203.7 billion, or 295.5%, compared to RMB69.0 billion 2012, according to iResearch. This represents a penetration rate of mobile shopping among online shoppers in China of 14.4% in 2013, an increase of 8.6% over the penetration rate of 5.8% in 2012, according to iResearch. Factors that contributed to this growth include, (i) availability of better and less expensive smart phones and mobile devices, and (ii) development along the mobile shopping industry chains, according to iResearch.

Gross Billings and Growth of Mobile Shopping Market 2010-2017

Source: iResearch statistical model based on financial results published by enterprises and interviews with expert

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China's Local Lifestyle Service Market

        Local lifestyle services refers to location-based services such as restaurants, catering, movie theaters, entertainment, beauty and hair styling, hotel, wedding and parent-child activities, excluding auto repair and domestic services. In 2013, the gross billings of China's local lifestyle services amounted to RMB4,681.0 billion, an increase of RMB548.7. billion, or 13.3%, compared to RMB4,132.3 billion in 2012, according to iResearch.

Gross Billings of Local Lifestyle Service Market 2010-2017

Source: iResearch statistical model based on financial results published by enterprises and interviews with expert

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China's O2O Users for Local Lifestyle Services

        Online-to-offline (O2O) refers to a business model where consumers buy or reserve goods or services through Internet (via PC or mobile devices), with Internet involved in any part of the process. In 2013, there were 194 million online-to-offline (O2O) users for local lifestyle services in China, an increase of 59 million, or 43.7% compared to 135 million in 2012.

Number and Penetration of Local Lifestyle Service Users 2010-2017

Source: iResearch statistical model based on financial results published by enterprises and interviews with expert

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China's O2O Penetration Among its Local Lifestyle Service Providers

        In 2013, the gross billings for O2O business among local lifestyle service market was RMB171.7 billion, an increase of RMB53.3 billion, or 45.0%, compared to RMB118.4 million in 2012. This represents a penetration rate of O2O businesses among local lifestyle service providers of 3.7% in 2013, according to iResearch. The O2O business model is expected to grow significantly among the local lifestyle service market, supported by the development along the mobile commerce industry chain, according to iResearch.

Gross Billings and Penetration of Local Lifestyle O2O Market 2010-2017

Source: iResearch statistical model based on financial results published by enterprises and interviews with expert

Competition Landscape

        E-commerce for location based, entertainment and lifestyle service providers began to grow rapidly in China since 2011. The e-commerce service providers in China can be categorized into two sectors. One sector consists of self-operated vendors modeled after Amazon and Groupon, including jd.com, meituan.com and the group buy channel of dianping.com. Another sector consists of third-party platform operators such tmall.com, which focuses on the sales of goods, and us, focusing on sales of local services. Within our sub-sector, we compete primarily on the following:

•

effectiveness to increase the number of online stores in our WoWo Mall;

•

breadth of our geographic coverage;

•

service features available;

•

number of vertical of service offerings and the depth of offerings in each vertical,

•

ability to integrate online and offline resources for our merchant clients;

•

ability to foster an easy, convenient and secured direct sales through our e-commerce and mobile commerce interface; and

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•

ability to supply comprehensive offline technical support.

        Our competitors also include industry- or content-specific vertical websites, whose information serves the same underlying industries in certain verticals of our WoWo Mall. We may also face competition from major Internet companies, who may enter into the e-commerce for local services space.

        In terms of advertising and marketing services, we also compete with other traditional and new media advertising and marketing firms. We believe our well targeted marketing solutions will continue to gain traction with local merchants. See "Risk Factors—Risks Relating to Our Business and Industry—We operate in an intensely competitive environment, which could lead to declining revenue growth or other circumstances that could negatively affect our business, financial condition and results of operations".

        Some of our current and potential competitors may have greater financial, marketing and other resources than we do. In addition, certain industry- or content-specific vertical websites could be acquired by, receive investment from or enter into strategic relationships with larger, well-established and well-financed companies or investors. Certain of our competitors might be able to devote greater resources to marketing and promotional campaigns and devote substantially more resources to website and system development than us.

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OUR BUSINESS

Our Goal

        Our goal is to make direct interaction possible between local lifestyle merchants and their target customers through unique offerings. We help local customers discover food, shops, activities and events near the places where they live and work, while supporting local merchants to grow their businesses exponentially and raise awareness of their brands.

Overview

        We operate one of China's leading third-party e-commerce platforms, focusing on local entertainment and lifestyle services such as restaurants, movie theaters and beauty salons. We do not compete with our merchant clients by offering our own goods and services nor do we keep inventory of any merchandise. Our unique platform allows local merchants to customize and arrange their online stores, make direct sales to their target customers and process a large volume of online sales for consumption at their brick and mortar stores. According to iResearch, our platform represents the largest e-commerce platform for local lifestyle services in terms of number of merchants and registered users as of June 30, 2014. As of September 30, 2014, we have also established a nationwide network of merchant service centers to support local businesses in 150 major cities and population centers across China.

        Our platform consists of an e-commerce website, "WoWo Mall", a mobile commerce infrastructure, "WoWo Mobile", and an electronic management system, "WoWo EMS". The three components of our platform are designed to create an integrated network that enhances the interaction between businesses and consumers that reinforces brand awareness and fosters repeat customers for our merchant clients.

        Our "WoWo Mall" website located at 55.com is used to promote and market our company's brand eminence and complete e-service platform by exhibiting our merchant client's online stores and introduce certain selected services and products. Potential customers may then be directed to 55tuan.com to obtain information on the latest attractive offerings available through such merchants. We began our business as a group buying website under the brand "WoWo Buy" located at 55tuan.com in March 2010. We quickly found that the group buying business model did not fully meet the needs of local service providers. While the group buying business model often helps merchants increase their sales by selling extra capacity, we believe it does not, as a stand-alone offering, significantly promote brand awareness for the merchants or create customer loyalty to the merchants. Merchants also face additional margin pressure from the fees charged by these group buying sites that could further erode their margins. For example, flash sales conducted by third-party group buying websites often promote the brands of the websites over the brands of the merchants. At the same time, local merchants continue to have limited branding power or control over the marketing direction. By June 2012, we augmented our WoWo Buy model with our promotional portal at 55.com to complete our WoWo Mall. WoWo Mall not only permits merchants to establish their own online stores, it also allows the merchants to increase their branding power by providing them with customizable features to establish the look and feel they want to be associated with their brands. In the third quarter of 2014, we hosted and provided operating services to over 100,000 local entertainment and lifestyle merchants on our websites.

        Our "WoWo Mobile" services focus on enhancing the real time interactions between consumers' mobile devices and our e-commerce platform. Since most local merchants in China have a geographic coverage of only a few miles around their brick and mortar stores, location-based search result is the best way to provide local merchants with access to instant potential customers within a few miles around their stores. As of September 30, 2014, we had 17.3 million activated WoWo Mobile App installed on mobile devices. We believe a significant portion of our nationwide subscriber base can still

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be converted to mobile users, which will continue to facilitate the expansion of our mobile commerce business with low subscriber acquisition and retention costs. As of September 30, 2014, approximately 64% of our monthly gross billings were derived from mobile device transactions. In July 2014, we launched our latest "WoWo Merchant App", a customized storefront on mobile devices that integrates reservations, payment, special promotions, membership management and other features which enables local merchants to directly self-manage their marketing and sales campaign on mobile devices.

        Our "WoWo EMS" is a proprietary electronic management system designed for the local merchants. WoWo EMS provides linkage to our central server and facilitates a number of back-office services to our merchant clients. Through WoWo EMS, our merchant clients may also instantly communicate with the WoWo Mobile App utilized by our retail customers. This extends the capabilities of WoWo Mobile by providing our merchant clients with additional customer relationship management tools, such as sending follow-on promotional messages to customers with identifiable purchasing habits.

        We believe our focus in helping local merchants to promote their own brands distinguishes our platform from other e-commerce providers in China. With the technical support available through 150 service centers and over 2,000 merchant service representatives, we have empowered local merchants with limited resources to create sophisticated online branding campaigns and offer better integration of their online and offline resources. With the promotional power of our WoWo Mall, the ability to capture mobile consumers through WoWo Mobile and the specialized electronic management system of our WoWo EMS, we believe we are uniquely positioned to fulfill the needs of local merchants and can be the trusted one-stop e-commerce platform for them.

        We have two major revenue sources: (i) storefront fees for a limited category of merchants that have opened online stores with us through WoWo Mall, and (ii) commissions on sales made by merchant clients through the use of WoWo Coupons in our e-commerce platform. We have experienced rapid growth in recent years. Our net revenues were US$27.8 million and US$36.3 million for the years ended December 31, 2012 and 2013, respectively, including storefront fees of US$2.8 million and US$10.0 million, respectively. At the same time, our net loss decreased from US$39.0 million to US$32.2 million for the years ended December 31, 2012 and 2013, respectively. For the nine months

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ended September 30, 2013 and 2014, our net revenue was US$27.6 million and US$20.6 million, respectively, including storefront fees of US$6.7 million and US$7.3 million, respectively. At the same time, our net loss was US$21.1 million and US$32.4 million for the nine months ended September 30, 2013 and 2014, respectively. We have incurred significant expenses to achieve our current economy of scale and build a premier platform, including establishing 150 service centers and promoting our "WoWo" brand across the major cities and population centers in China. However, we believe that our current cash balance, anticipated cash flows from operations, proceeds from this offering and the financial support obtained from our Chairman and CEO, Mr. Maodong Xu, will be sufficient to meet our anticipated capital needs through December 31, 2015. Specifically, Mr. Maodong Xu has personally committed to provide adequate funds to enable us to meet in full our financial obligations as they fall due through December 31, 2015, which commitment is further supported by pledges of certain assets from Mr. Xu. The funds, if and when called, will be provided in the form of a cash equity investment. This commitment is for an unlimited amount subject to our requirements and regardless of whether this offering has taken place. As of January 7, 2015, Mr. Xu has provided interest free funds to support our working capital needs to the amount of US$62.6 million. We will convert all of our indebtedness owed to Mr. Xu to additional ordinary shares to be issued to him, or his designees, at our initial offering price upon the completion of this offering. Mr. Xu will own approximately            shares and      % of our ordinary shares after this offering. With the financing provided by this offering and the commitment from Mr. Xu, we believe we are ready to leverage on the success we have in the past few years in terms of initial infrastructure building, gaining merchant and consumer recognition and deployment of highly effective teams to achieve future growth.

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

Early Mover in Establishing E-Commerce Platform Dedicated to Local Merchants

        We believe we are one of the first e-commerce platforms created with a view to provide dedicated services to location-based, entertainment and lifestyle merchants. Our platform empowers our merchant clients to create a stronger online presence without a significant increase in capital expenditures. By creating a dedicated online store in our WoWo Mall, we provide a channel to connect the local merchants to online and mobile consumers. Our merchant clients can enjoy the network effect from our large subscriber base, cross sell to customers with related needs and conduct targeted marketing for potential consumers in their neighborhood. In addition, the ability to promote multiple service packages online also allows our merchant clients to price their services dynamically to attract customers at non-peak hours to increase sales and better manage their production yield. Over the years, we have established a strong brand name among merchants and customers and successfully extended our network across China.

Established Local Service Network and Expertise

        By nature, location-based, entertainment and lifestyle merchants require location-based targeting of customers in their neighborhood. Culture, dialects and habits can vary significantly from one region of China to another. As a result, strong local presence and knowledge is critical to the long-term competitiveness of our business. We have over 2,000 merchant service representatives serving over 100,000 local merchants located in 150 major cities and population centers in China as of September 30, 2014. We staff each service center with a view to provide localized services, including employing local personnel who are familiar with the local culture, dialect, merchant and consumer habits and behavior. We believe a local employee base, with extensive local knowledge and experience, provides us with a unique competitive advantage to establish a favorable working relationship with local merchants.

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Instantaneous Mobile Connection Between Merchant Clients and Retail Consumers

        We conduct location-based marketing through our customers' use of smart phones and mobile devices. Our WoWo Mobile App, which can be installed on customers' smart phones or mobile devices, provides a direct link for our merchant clients to reach everyone in our nationwide customer base. Location-based search result is also the best way to provide location-based service providers with access to instant potential customers within a few miles around their stores. WoWo EMS allows our merchant clients to instantaneously communicate with potential customers through WoWo Mobile App. This allows our merchant clients to more efficiently utilize their idle capacity by offering discount or otherwise dynamically price their services at non-peak hours to the consumers to sell goods and services with low marginal costs. WoWo EMS also communicates with our central server to receive instant record of purchases or seat reservations made by the retail customers. We believe our platform uniquely fit the needs of location-based service providers in dealing with the intense competition to be more efficient and the consumers of modern China, who rely on Internet searches for price comparison.

Proprietary Electronic Management System Facilitates Real Time Interactivity and Data Analysis

        Our WoWo EMS enhances our merchant clients' customer relationship management ability and foster data analysis. WoWo EMS simplifies and increases the efficiency of the purchase authentication process. WoWo EMS also communicates with our central server to upload customer behavior data such as price and timing of the purchases. In turn, the customer database stored at our server can produce reports on customer analysis and feedbacks to enable the merchants or us to make follow-on service recommendation. Integration of WoWo EMS with WoWo Mobile also significantly expands our merchant clients' ability to interact with consumers in real time. We believe WoWo EMS is a unique solution that enhances local merchants' ability to conduct better customer relationship management that differentiates us from our competitors and promotes long-term relationships with our merchant clients.

Superior Online Experience and Strong Brand Recognition

        We believe our commitment to maintain the highest quality in every aspect of our service offerings enhances the online experience of the retail consumers and increases brand recognition for our merchant clients. We believe this commitment is the foundation that attract consumers to our website and drive growth among our merchant clients.

        Customer experience begins with our product and service offerings. Each day, we help our merchant clients put attractive entertainment and lifestyle packages online. Our team of writers/editors provides informative and engaging descriptions to highlight the featured deals, often with colloquial dialect designed to appeal to the retail consumers of the target location. Our on-the-ground merchant service representatives are familiar with the local dialect of each of the 150 local markets we operate to offer technical support and ensure client satisfaction. In addition, we have built two 24 × 7 call center services that employ advanced and scalable technology dedicated to support the needs of retail consumers and our merchant clients. Our call centers provide a variety of services, including merchant services, customer refunds, complaint processing and general inquiry. In order to ensure that our merchant clients can achieve and maintain success, we provide support services to assist in teaching strategies for selecting featured packages and guidance on managing purchase orders and customer relationships.

Management Team with Significant Online and Offline Experience

        Our Chairman and Chief Executive Officer, Mr. Maodong Xu, has extensive entrepreneurial experience in the retail and new media industries in China. Mr. Xu has over two decades of

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experiences in managing China-based retail business and technology companies. Between 1992 and 2000, he founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province. Mr. Xu also founded one of the leading wireless advertising company in China, Welink Information Technology Co., Ltd. in 2009. Our Chief Financial Officer, Mr. Frank Zhao has over two decades of experience in financial and accounting management with auditing firms and public companies. Prior to joining us, Mr. Zhao was the chief financial officer of Borqs International Limited, from 2012 to 2014. Mr. Zhao was the chief financial officer of Simcere Pharmaceutical Group, from 2006 to 2011. From 2005 to 2006, Mr. Zhao worked as the chief financial officer of Sun New Media Inc. From 2003 to 2005, Mr. Zhao worked at FARO Technologies, Inc. as a financial controller. Mr. Zhao received his bachelor's degree in economics from Peking University and MBA degree from University of Hartford. Mr. Zhao is a U.S. certified public accountant since 1993. Our Executive President, Mr. Tiger Jianguang Wu, has over 10 years of experience in the Internet industry. He served as our Chief Technology Officer from September 2011 and was promoted to our Executive President in November 2013. Before he joined us, Mr. Wu was the founder of two information technology companies and served as senior management in technology. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China such as Alibaba, Baidu, China Mobile, Hua Wei and Focus Media.

Our Strategy

        Our goal is to make direct interaction possible between local lifestyle merchants and their target customers. Key elements of our strategy to achieve this goal include the following:

Increase Market Penetration Rate within our Covered Market

        China is experiencing rapid urbanization among its second-, third- and fourth-tier cities. We believe the increases in disposable income in these cities will also increase demand among the entertainment and lifestyle service providers in these cities for location-based Internet searches that can target customers in their neighborhoods. To leverage on this trend, we intend to deepen our reach in the 150 cities and population centers we cover by raising awareness among the untapped local merchants the benefits of opening a store in our WoWo Mall. We believe our focus in helping local merchants to create their own brand distinguishes our platform from other e-commerce providers in China. Local service providers that seek repeat local customers but do not have the resources to independently create or efficiently maintain a strong online presence can rely on our one-stop platform for online and offline integration of their services. In addition, we believe that following two years of marketing campaign and platform building, we have achieved significant recognition among the local entertainment and lifestyle merchants. On this basis, we will continue to fine-tune various features on our e-commerce platform and help our merchant clients to increase yield and build brands.

Increase Service Features to Solidify Client Loyalty

        We intend to increase the service features we offer to our merchant clients, including online reservations, cash coupons, takeout orders and other features dedicated to each vertical of service offerings. Within each vertical, we intend to develop features to accommodate the business models of various types of merchants. We will continue to add features to our services in order to provide options for our merchant clients to have more tailored services for their retail customers. Through broadening our services available to the merchant clients, we will help our merchant clients increase loyalty among their customers, which, in turn, we believe would also solidify our merchant clients' loyalty to us.

Leverage our Comprehensive Electronic Management System to Sign More Clients

        We will continue to invest in and make improvements to our merchant interface. With each upgraded versions of our WoWo EMS, we intend to provide more features that will empower our

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merchant clients to more efficiently self manage their online stores and businesses and, at the same time, improve our services to our merchant clients. For example, our WoWo Mobile App will enhance our merchant clients' ability to target nearby consumers through the smart phones or mobile devices they carry. Depending on the business models of our merchant clients, they may also be able to offer dynamically priced services instantly through push technology to potential customers that fits certain specific details or exhibit certain consumer behavior. We will continue to introduce and deploy WoWo EMS services to more local merchants. We believe that our own success must derive from the success of our merchant clients. As a result, we strive to help our clients increase their production yield and build brand. We believe loyalty of our own clients must come from their own success through utilizing our platform.

Grow our Mobile Commerce Platform

        We plan to continue to add service features to mobile consumers, including options for recording both online payment and on-site cash payment. We are currently rolling out our "WoWo Merchant App". Once installed, the WoWo Merchant App creates an icon on a retail customer's smart phones or mobile devices that provides an instant link to a particular merchant client's dedicated online store as well as other features available through our WoWo Mall. We have made the availability of WoWo Merchant App as a service feature that our merchant clients may request starting from August 1, 2014. As of September 30, 2014, we have signed approximately 1,000 contracts with various merchant clients to develop dedicated WoWo Merchant Apps for them. Integration between our WoWo EMS and WoWo Merchant Apps will also allow our merchant clients to provide interactive feedbacks to the mobile consumers and provide more tailored services. We believe WoWo Merchant App will increase customer stickiness for our merchant clients and thereby increase client loyalty to us.

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Our Business Operations

WoWo Mall

        Our WoWo Mall includes links to verticals of service offerings such as: restaurants, movies and entertainment, hotels and travel, beauty and health, and lifestyle and household services, as well as retail goods. These merchants present their online storefronts in our WoWo Mall to promote their services and goods to enable consumers to make purchase of coupons on 55tuan.com. In addition, our WoWo Buy serves as a marketing and promotional channel that provides merchants a flash sale platform to sell deep, discounted services and goods to increase yield and attract new customers. The discounted offerings sold through WoWo Buy typically have no time limit or minimum participant requirement, so consumers could search and purchase deals they want at any time.

        Illustrated below is the lead page to our WoWo Mall:

        Through WoWo Mall, our merchant clients can better manage their production yield by offering various service packages. Local service merchants usually have fixed operational costs, such as rent, salary and utility charges, with idle capacity outside of peak traffic hours. However, the availability of the idle capacity is often short lived. Methods that allow these merchants to utilize the idle capacity with low marginal cost can increase their profit significantly. Dedicated storefronts in our WoWo Mall and flash sale channel allow the merchants to sell multiple packages and price their services dynamically, which, as a result, allow them to achieve higher yield.

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        Illustrated below is a representative storefront from a notable restaurant.

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        Typical contract period for a dedicated storefront in our WoWo Mall is one year. Each storefront usually provides a number of service packages at different price points or redeemable at different time. In addition, the online store model allows our merchant service representatives to develop long term working relationship with the local merchant clients they serve and greatly increases the efficiency of their services. As of September 30, 2014, we collect storefront fees from certain small- and medium-sized merchants in selected verticals that have opened online stores with us. We intend to gradually increase the number of merchants to which we would charge storefront fees when this business model has gained wider acceptance.

        Currently, retail consumers may be attracted to the services offered by our merchant clients through a WoWo Buy flash sale. Once clicked into our WoWo Mall through their computers or mobile devices, the consumers will be offered a number of promotional discounts and package options, as well as other features that are designed to enhance the brand of our merchant clients. Our merchant clients may also alter the design of their virtual stores and update menus or sales packages with the assistance of our merchant service representatives or directly online through our WoWo EMS interface. Within our WoWo Mall, a retail customer may click into any store directly for a repeat visit or find other points of interest nearby, such as a place for dinner before or after a movie or a relaxing cafe after a rigorous yoga session. Purchases are made with a click of a button through all major online payment systems in China and WoWo Coupons are validated at the stores by a two-dimensional barcode or an alphanumeric security code that appears on the customer's smart phones or mobile devices. Purchase records are also made available to the merchants for data mining in the future.

        Transactions are conducted through the sale of WoWo Coupon. A WoWo Coupon normally has a redemption period of one to three months from the date of the offering. The composition of our offerings in terms of contribution to gross billings for the nine months ended September 30, 2014 was as follows: 60.2% for restaurants, 20.1% for movies and entertainment, 11.5% for hotels and travel, 3.5% for beauty and health, and 3.2% for lifestyle and household services. Only 1.5% of our gross billings in the nine months ended September 30, 2014 consisted of sales of goods. The composition of our offerings in terms of contribution to gross billings could be affected by factors such as seasonality. For example, during holidays, WoWo Coupons for movie tickets may sell better while WoWo Coupons for outdoor activities may be in higher demand during spring and fall.

WoWo Mobile

        In order to drive growth in our customer base, we have been focusing on enhancing the linkage between their mobile devices and our e-commerce platform. Consumers may now download our Android and iOS-based mobile application, the "WoWo Mobile App", to gain full access to our WoWo Mall from their smart phones and mobile devices. An increasing number of users in China have been accessing the Internet through their smart phones and mobile devices rather than computers. While most local merchants have a geographic coverage of only a few miles around their brick and mortar stores, consumers also often make decisions on where to eat, drink and shop while in transit or at a remote location where smart phones and mobile devices are their primary access to Internet searches. As a result, location-based search result is the best way to provide merchants with access to instant potential customers within a few miles around their stores. As of September 30, 2014, gross billings from mobile commerce accounted for approximately 64% of our total gross billings for the month. We believe this subscriber base will provide significant business opportunities for our merchant clients.

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        Illustrated below is lead page of our WoWo Mobile App.

        Starting from the third quarter of 2014, we also began to promote "WoWo Merchant App", a mobile device applications designed for each specific merchant that allow their customers direct access to their dedicated online stores. Through WoWo Merchant App, our merchant clients can make direct sales, conduct promotional marketing, provide reservation services, receive instant customer feedbacks and otherwise manage their customer relation more efficiently than their traditional offline channels, such as newspaper advertisement and direct mailing. WoWo Merchant App allows our merchant clients to provide individualized services, reward customer loyalty and increase brand value. Local merchants may now leverage the power of mobile commerce without significant capital expenditures.

WoWo EMS

        We developed a web-based electronic management system, WoWo EMS, to enhance our merchant clients' customer relationship management ability and foster data analysis. WoWo EMS consists of an Android device that provides linkage to our central server and a web-based software. The linkage to our central server facilitates a number of back-office services to our merchant clients, including validating WoWo Coupons, processing payments, providing customer data and yield management.

        WoWo EMS currently provides two important functions to our local merchant clients. First, WoWo EMS enables immediate validation when retail customers redeem WoWo Coupons with the local merchants. For instance, when purchases of movie tickets are being redeemed at the movie theater box office, customers may have to wait in line for a long time while the cashiers authenticate the coupon security code provided by other vendors. WoWo EMS allows the cashiers to complete the validation of our WoWo Coupons within seconds by scanning the barcode or key in the alphanumeric security code to an Android tablet, thereby greatly reduces the processing period. Second, WoWo EMS provides local merchants with interactive marketing capability based on user redemption activities. Through our centralized servers, the local merchants may reach these existing customers with follow-on offers in conjunction with or after their initial purchases are completed.

        When a customer purchases a WoWo Coupon, an SMS message is sent to the customer's smart phone or mobile device. The message contains coupon information, a description of the coupons

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purchased, a two-dimensional barcode and a back-up alphanumeric security code. When redeeming the WoWo Coupon, a customer can simply swipe the two-dimensional barcode on the barcode scanner of an Android tablet and the coupon validation is completed within seconds. In case of unexpected network failure, the local merchants may always use our service hotline to verify the WoWo Coupons with the back-up security code.

        Illustrated below is an Android tablet that serves as the merchant client interface to our WoWo EMS:

        Illustrated below is two-dimensional barcode that leads to our WoWo Mall. Information in our WoWo Mall is not a part of this prospectus:

        The main function of our web-based software is to provide interactive marketing solutions to our merchant clients. After the expiration of a featured WoWo Coupon, the local merchant may continue to use our software to send promotional messages to customers through our servers. We plan to offer additional interactive marketing solutions to our merchant clients to enable them to reach new customers using our data mining technology.

        Through WoWo EMS, our merchant clients may also instantly communicate directly with the WoWo Mobile Apps and WoWo Merchant Apps utilized by the consumers. This allows our merchant clients to more efficiently utilize their idle capacity by offering discount or otherwise dynamically price their services to the consumers and increase profit. WoWo EMS also communicates with our central server to receive record of purchases and seat reservations made by the retail customers. Through WoWo EMS, we offer our merchant clients a customizable electronic management system that effectively and efficiently manages their direct to customer offerings and service many of their back-office needs.

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Our Merchant Clients

        Our local merchant clients provide direct sales to retail customers through our e-commerce platform. We enter into contractual relationships with our local merchant clients with terms typically not lasting more than one year. Our merchant clients come from a wide range of location-based service industries, including restaurants, movies and entertainment, hotels and travel, beauty and health, and lifestyle and household services, as well as other entertainment and lifestyle service providers. From the inception of our business on March 20, 2010 to September 30, 2014, we have served over 300,000 local merchant clients throughout China. Having a large number and a wide variety of merchant clients enable us to continue to offer high-quality local service deals to online retail customers on a daily basis.

Our Value Proposition

        Our goal is to make direct interaction possible between local lifestyle merchants and their target customers.

Why merchants choose us:

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Affordable and effective e-commerce platform.  We offer our online and mobile commerce platform for local lifestyle merchants to build their online and mobile presence. Our platform helps merchants remain competitive in gaining and retaining the new generation of internet and mobile consumers.

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Ability to customize promotions.  Our platform empowers the traditional merchants to run special promotions on a real-time basis to create better offering packages and conduct targeted marketing. We also allow our merchant clients to reach a broader customer base in a way that cannot be achieved through traditional media or offline marketing.

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Brand building and cost effectiveness.  Our merchant service representatives help local merchants bring their business online and promote their own brands. Our WoWo Stores are designed as an online place where merchants can distinguish their own brand identities and customize their image and brand awareness. We also do not compete with the merchants to sell services like group buying sites.

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Complete cost-effective and integrated infrastructure.  Merchants not only build their storefronts online; they can also rely on our platform for a range of essential support services to operate their businesses. These include integration of online reservation payment system, management of customer orders and relationships, data analysis, availability of mobile apps to conduct mobile commerce and direct assistance by live personal merchant service representatives.

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Broad network of relevant location-based customers.  Our platform enables local merchants to access a large number of prospective consumers from our existing customer base that seek local lifestyle services through our precise, location-based searches.

Why consumers choose us:

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Personalization.  Our platform is designed to provide a massive amount of local information that consumers can quickly and effectively view and search. Our data analysis and management capabilities allow us to anticipate consumers' needs and tailor the service offering displays to match the consumer with the most relevant merchants and information.

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Compelling mobile experience.  Our WoWo Mobile App makes it easy for consumers to access our WoWo Mall through smart phones and mobile devices. Location-based services and other mobile functionalities drive a higher level of user engagement.

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Up-to-date interconnectivity to the merchants.  Customers have the option to install only the WoWo Merchant Apps of the stores that they desire or frequent and receive tailored promotion, interact with the merchants and make reservations. The convenience exceeds traditional membership cards.

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Delightful shopping experience.  We believe that our marketplaces deliver a delightful shopping experience to consumers. The simple and clear layout of our WoWo Mall, the bargains available from the online stores and our optimized search capabilities allow consumers to easily browse and find the suitable service provider at the ideal location.

        We obtained a majority of our merchant clients through our merchant services representatives who also acts as our sales team. Our centralized and dedicated merchant service team are also available via phone or email 24 hours a day in order to support our merchant clients during their service period to enhance the effectiveness of their marketing and operating efforts and improve the likelihood of renewal. A majority of our merchant clients are small and medium-sized local service providers. We believe our merchant service teams have been effective in retain existing merchant clients through good services, increase the number of our merchant clients and increase spending per merchant client, all of which are important to the growth of our revenues.

        We provide all of our merchant clients with a basic service package consisting of merchant certification, display of an online storefront on our WoWo Mall and access to our dedicated merchant service representatives and our proprietary electronic management system. We can also provide additional tailored services as part of our service package. Some of our more tailored services may include:

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Further tailored online storefronts.  Most of our merchant clients would set up their online storefronts by utilizing our standard website templates that we have developed in-house. Certain merchants may ask for additional features depending on their specific marketing requirements for a negotiated fee. Our writers/editors and website designers stand ready to provide further tailored online storefronts to our merchant clients.

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WoWo Merchant App.  WoWo Merchant App is a mobile device applications designed for each specific merchant that allow their customers direct access to their dedicated online stores in addition to our general portal on mobile devices, WoWo Mobile App. Once installed, the WoWo Merchant App creates an icon on a retail customer's smart phones or mobile devices that provides an instant link to a particular merchant client's dedicated online store as well as other features available through our WoWo Mall. Through WoWo Merchant App, our merchant clients can make direct sales, conduct promotional marketing, provide reservation services, receive instant customer feedbacks.

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Preferential listing benefits.  We offer priority placement in the listings and search results for a negotiated fee. We also allow merchant clients to designate time intervals throughout a day to refresh their listings up to a pre-set number of times a day.

Our Client and Customer Services

        Our organization is built to serve the needs of retail customers and our local merchant clients. Besides administrative personnel, our operation teams include:

Merchant Service Representatives

        We believe that maintaining strong relationships with our local merchant clients is critical to the long-term success of our business model. We have built a team of over 2,000 merchant service representatives across China as of September 30, 2014, who are responsible to source local merchant clients and serve our existing merchant clients. Our merchant service representatives are based in each

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local market where we operate and are responsible for providing innovative sales and marketing solutions to our local merchant clients. In addition, our merchant service representatives are responsible for checking the quality of the local merchant services prior to the signing of a contract to ensure that our retail customers will be satisfied with their purchases. Once a local merchant has engaged us, a merchant service representative will visit the local merchant client to provide training for creating sales package, online and offline integration and coupon redemption. The merchant service representatives also provide technical supports to the merchant clients before, during and after the opening of an online store. We place particular emphasis on our merchant service representatives' local and industry knowledge. Our merchant service representatives know the local community they serve and can speak the local dialect with the local merchants. In addition, each merchant service representative typically focuses on a few particular industry sectors, and is able to provide valuable advice to local merchants on operations and advertising strategy in their industry sector.

        We formulate the overall business strategy at our headquarters in Beijing while giving latitude to our local merchant service representatives to manage the daily operations in their respective cities. We provide our local merchant service representatives with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and, in exchange, we leverage their in-depth knowledge of the local culture and community to increase our merchant client base and increase the number of local customers.

Customer Service Representatives

        Customer service representatives in our call centers are available via phone or e-mail 24 hours a day. We have two centralized locations for our call center services, one in our executive offices in Beijing and one in Rizhao, Shangdong Province. Our call centers are an important point of interaction between our customer service representatives, merchant clients and retail customers. We strive to improve overall customer experience by providing a variety of services such as merchant services, complaint processing, customer refunds and general inquiry services on a real-time basis.

Writers/Editors

        As local merchants in China are typically not experienced in producing high quality online marketing materials on their own, our writers/editors department works with them to create editorial descriptions and graphic designs for the products and services we feature on our websites. As of September 30, 2014, we have a 223 person team consists of writers/editors including designers who create the web presentation and descriptive content of the featured deal and photographers who take pictures for the web presentation at the merchants' sites. We have implemented a strict internal control and review process to ensure the quality of the content shown on our websites. Because of the cultural diversity in China, our writers/editors are based locally in the cities in which we operate, and are capable of producing editorial content based on the local culture and dialect.

Technology

        We devote a substantial portion of our resources to improve website experience for the retail customers and develop new solutions for our merchant clients to market their location-based service offerings to customers. We have a team of engineers with various expertise to support our websites, our mobile applications and our electronic management system. Our engineers in our technology group have past hardware and software experiences at technology companies including Microsoft, China Mobile, Huawei Technologies, Datang Telecom and Linktone.

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Online Marketing

        We believe improvement in consumers' website experience, which drives word-of-mouth and repeat usage, is an important and efficient form of marketing. In addition, we employ a variety of programs and online marketing activities to promote our brand and our services. These marketing activities include paid marketing through Internet navigation sites, such as tuan800.com and qihoo360.com, and various popular search engines in China such as baidu.com.

        We also conduct merchant related marketing events, such as seminars and workshops, where we meet with local merchants to share insights in the industries, introduce and promote our various online marketing services to deepen our relationship with the merchant network. We regularly monitor the effectiveness of our marketing activities to control the overall costs of our marketing programs. We utilize an automated tracking system to monitor the traffic directed to our advertisements and can quickly adjust our spending in different marketing channels based on the results based on strategic and pricing considerations.

Payment System

        Retail customers can make purchases through all major online payment systems in China including Alipay, Unionpay, Tenpay and Chinabank Payments. Each online payment system provides payment processing services to us and we pay service fees to pursuant to our agreements with the payment system operators. Typically the term of each of these agreements is one year, and would be automatically renewed for a term of one year unless otherwise requested by payment system operator or us in writing within one month prior to the expiration date.

Network Security

        Our data center serves the important functions of supporting transactions on our websites. We use leading commercial antivirus and firewall technology to protect and maintain the systems located at our data center, our offices and our local merchant clients. We use leading encryption technology to protect the safety of our data during data transmission. We have designed our website to be always available and secured using a variety of proprietary software and commercially available tools. We believe our network infrastructure is scalable and can support our growing customer base and transaction volume.

Competition

        E-commerce for location based, entertainment and lifestyle service providers began to grow rapidly in China since 2011. The e-commerce service providers in China can be categorized into two sectors. One sector consists of self-operated vendors modeled after Amazon and Groupon, including jd.com, meituan.com and the group buy channel of dianping.com. Another sector consists of third-party platform operators such tmall.com, which focuses on facilitating the sales of goods, and us, focusing on facilitating the sales of local services. Within our sub-sector, we compete primarily on the following:

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effectiveness to increase the number of online stores in our WoWo Mall;

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breadth of our geographic coverage;

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service features available;

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number of vertical of service offerings and the depth of offerings in each vertical,

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ability to integrate online and offline resources for our merchant clients;

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ability to foster an easy, convenient and secured direct sales through our e-commerce and mobile commerce interface; and

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ability to supply comprehensive offline technical support.

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        Our competitors also include industry- or content-specific vertical websites, whose information serves the same underlying industries in certain verticals of our WoWo Mall. We may also face competition from major Internet companies, who may enter into the e-commerce for local services space.

        We believe the location-based, entertainment and lifestyle e-commerce sector will continue to experience technical upgrades, evolution in market standards, changes in the needs of merchants and continuous innovation. We believe we are well positioned to maintain our leading position in the industry. Our ability to maintain our position and market share depends on many factors, such as:

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quality of merchant clients' goods and services and customer satisfaction;

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our ability to retain and expand customer base and merchant client network;

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the number and variety of merchant clients we can source and number of products offered;

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our reputation and brand recognition relative to our competitors; and

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the continued growth of the economy in China in general and the online service industry in particular.

        Our strong local presence and dedication to merchant services will help us to continue to provide high quality location-based services to our customers. Our innovative e-commerce business model for location-based, entertainment and lifestyle service providers will differentiate us from our competitors and foster long-term relationship with our local merchant clients. Our WoWo EMS service is unique among the platform service providers in China and will help to improve and solidify our business partnerships with local merchant clients and enhance our brand recognition among local merchants.

        In terms of advertising and marketing services, we also compete with other traditional and new media advertising and marketing firms. We believe our well targeted marketing solutions will continue to gain traction with local merchants. See "Risk Factors—Risks Relating to Our Business and Industry—We operate in an intensely competitive environment, which could lead to declining revenue growth or other circumstances that could negatively affect our business, financial condition and results of operations".

        Some of our current and potential competitors may have greater financial, marketing and other resources than we do. In addition, certain industry- or content-specific vertical websites could be acquired by, receive investment from or enter into strategic relationships with larger, well-established and well-financed companies or investors. Certain of our competitors might be able to devote greater resources to marketing and promotional campaigns and devote substantially more resources to website and system development than us.

Employees

        Our ability to retain experienced management and employees is critical to the success of our business. As of September 30, 2014, we had a total of 3,049 employees, consisting of 2,041 merchant service representatives, 223 writers/editors, 155 customer service representatives, 237 engineers and other staff members in our business operation, administrative and management departments. The number of our employees has grown significantly to support the growth of our business since our inception.

        Because we aim to build one of the largest online businesses in China, we are highly committed to systematic and on-going employee training. Our internal training program, known as "WoWo University", offers our employees regular trainings in a wide variety of subjects such as industry knowledge, business development skills, corporate culture building and case studies.

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        The remuneration package of our employees includes salary, sales commissions and employee share option programs. In accordance with applicable regulations in China, we participate in a number of social insurance schemes, namely, a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a personal injury insurance plan, a maternity insurance and a housing reserve fund for the benefit of all of our employees. We have not experienced any material labor disputes or disputes with the labor department of the PRC government since our inception.

Intellectual Property

        As of September 30, 2014, we have 18 trademarks registered with the Trademark Office of the State Administration for Industry and Commerce, and we had registered 90 domain names, including 55.com and 55tuan.com. These websites are not a part of this prospectus.

Facilities

        We lease our premises from unrelated third parties. Our executive offices are located at Third Floor, Chuangxin Building, No.18 Road Xinxi, Haidian District, Beijing, China and occupy a total of 4,578 square meters under a two years lease. We operate two call centers. One located in our executive offices in Beijing and one located in Rizhao City, Shangdong province and occupies a total of 562 square meters, currently provided by a company jointly owned by Ms. Fangzhou Xu and Mr. Tianqin Xu, the wife and brother of our Chairman and CEO, Mr. Xu, respectively, free of charge. In addition, we have leased office space in the 150 local cities in which we operate. These office leases vary in duration from one to three years.

Legal Proceedings

        We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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REGULATIONS

        This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

        Our online and mobile commerce businesses are classified as value-added telecommunication businesses by the PRC government. Current PRC laws, rules and regulations restrict foreign ownership in value-added telecommunication services. As a result, we operate our online and mobile commerce businesses in which foreign investment is restricted through our PRC consolidated affiliated entities, each of which is owned by PRC citizens or by PRC entities owned by PRC citizens and holds all licenses associated with these businesses.

        The applicable PRC laws, rules and regulations governing value-added telecommunication services may change in the future. We may be required to obtain additional approvals, licenses and permits and to comply with any new regulatory requirements adopted from time to time. Moreover, substantial uncertainties exist with respect to the interpretation and implementation of these PRC laws, rules and regulations. See "Risk Factors—Risks Relating to Doing Business in China".

Regulations on Foreign Investment

        Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment, or the Catalog, which was promulgated and is amended from time to time by the Ministry of Commerce and the National Development and Reform Commission. Industries listed in the Catalogue are divided into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalogue are generally deemed as constituting a fourth "permitted" category. Establishment of wholly foreign-owned enterprises is generally allowed in the encouraged and permitted industries. Some restricted industries are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. In addition, restricted category projects are subject to higher-level government approvals. Foreign investors are not allowed to invest in industries in the prohibited category. Industries not listed in the Catalogue are generally open to foreign investment unless specifically restricted by other PRC regulations. For example, pursuant to the latest Catalog that was amended in 2011 and became effective in January 2012, sales and distribution of audio and video products are in the restricted categories and only contractual joint ventures can engage in the distribution of audio and video products in China. Online wholesale and retail are in the restricted category and the establishment of foreign-invested enterprises is subject to certain higher-level approvals. The provision of value-added telecommunications services falls in the restricted category and the percentage of foreign ownership cannot exceed 50%. We conduct business operations that are restricted to foreign investment through our PRC consolidated affiliated entities.

        Currently, the business scope of our wholly-owned subsidiary in the PRC, Wowo Shijie, mainly includes the business of development of computer software and hardware, information system and network technology, technical consultancy and technical services, which are in the permitted category. Under the PRC laws, the establishment of a wholly foreign owned enterprise is subject to the approval of the Ministry of Commerce or its local counterparts and the wholly foreign owned enterprise must register with the competent industry and commerce authority. We have duly obtained the approvals from the competent commerce authority for our interest in Wowo Shijie and completed the registration of Wowo Shijie with the competent industry and commerce authority.

Regulation on Telecommunication and Internet Information Services

        The telecommunication industry, including the Internet sector, is highly regulated in China. Regulations issued or implemented by the State Council of China, the MIIT, and other relevant

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government authorities cover many aspects of the operation of telecommunication and Internet information services, including entry into the telecommunication industry, the scope of permissible business activities, licenses and permits for various business activities and foreign investment.

        The principal regulations governing the telecommunication and Internet information services that we provide in China include:

Telecommunication Regulations (2000), or the Telecom Regulations. The Telecom Regulations categorize all telecommunication businesses in the PRC as either "basic" or "value-added". Value-added telecommunication services are defined as telecommunication and information services provided through public network infrastructures. The "Catalog of Telecommunication Business", an attachment to the Telecom Regulations and updated by the MIIT's Notice on Adjusting the Catalog of Telecommunication Business effective from April 1, 2003, categorizes various types of telecommunication and telecommunication-related activities into basic or value-added telecommunication services. According to the "Catalog of Telecommunication Business", Internet information services, or ICP services, such as the operations of our WoWo Mall and other online store websites, are classified as value-added telecommunication businesses. Under the Telecom Regulations, commercial operators of value-added telecommunication services must first obtain an operating license for value-added telecommunication services, or the ICP license, from the MIIT or its provincial level counterparts.

Administrative Measures on Internet Information Services (2011, revised), or the Internet Measures. According to the Internet Measures, a commercial Internet information service operator must obtain an ICP license from the relevant government authorities before engaging in any commercial Internet information service within China. When the Internet information service involves news, publications, education, medicine, health, pharmaceuticals, medical equipment and other industries and if required by law or relevant regulations, prior approval from the respective regulating authorities must be obtained prior to applying for the ICP license from MIIT or its local branch at the provincial level. Moreover, an Internet information service operator must display its ICP license number in a conspicuous location on its website and must monitor its website to remove categories of harmful content that are broadly defined. Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internet content providers that violate the prohibition could face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. Currently, Beijing Wowo Tuan, one of our PRC consolidated affiliated entities, holds the ICP license necessary for the operation of our 55.com and 55tuan.com websites and also a value-added telecommunication license for the provision of information services. Our ICP license will expire in July 2015 and we will renew such license prior to its expiration date. See "Risk Factors—Risks Relating to Doing Business in China—We could be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies".

Regulations for Administration of Foreign-Invested Telecommunication Enterprises (2008, revised), or the FITE Regulations. The FITE Regulations set forth detailed requirements with respect to, among others, capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunication enterprise. Under the FITE Regulations, a foreign entity is prohibited from owning more than 50% of the total equity interest in any value-added telecommunication service business in China and the major foreign investor in any value-added telecommunication service business in China is required to have a good track record in such industry. Due to such restrictions and requirements, we operate our businesses through the contractual arrangements between our PRC subsidiary, Wowo Shijie, and our PRC consolidated affiliated entities.

Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunication Business (2006). Under this circular, a domestic PRC company that holds an ICP license is prohibited from leasing, transferring or selling the ICP license to foreign investors in any

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form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that engaged in value-added telecommunication business illegally in China. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunication services are required to be legally owned by such company and/or its shareholders. In addition, such company's operating premises and equipment should comply with its approved ICP license, and such company should establish and improve internal Internet and information security policies and standards and emergency management procedures. See "Risk Factors—Risks Relating to Doing Business in China—We could be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies".

        Under various laws and regulations governing ICP services, ICP service operators are required to monitor their websites. They cannot produce, duplicate, post or disseminate any content that falls within prohibited categories and must remove any such content from their websites, including any content that:

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opposes the fundamental principles determined in China's Constitution;

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compromises state security, divulges state secrets, subverts state power or damages national unity;

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harms the dignity or interests of the State;

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incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

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sabotages China's religious policy or propagates heretical teachings or feudal superstitions;

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disseminates rumors, disturbs social order or disrupts social stability;

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propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;

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insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

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includes other content prohibited by laws or administrative regulations.

        The PRC government may shut down the websites of ICP license holders that violate any of such content restrictions and requirement, revoke their ICP licenses or impose other penalties pursuant to applicable law.

Regulations of Advertising Services

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The principal regulations governing advertising businesses in China are:

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The Advertising Law of the PRC (1994);

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The Advertising Administrative Regulations (1987);

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The Implementing Rules for the Advertising Administrative Regulations (2004); and

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The Administration Rules of Foreign-invested Advertising Enterprises (2008).

        These laws, rules and regulations require companies such as ours that engage in advertising activities to obtain a business license that explicitly includes advertising in the business scope from the industry and commerce authorities.

        Applicable PRC advertising laws, rules and regulations contain certain prohibitions on the content of advertisements in China (including prohibitions on misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest). Advertisements for anesthetic, psychotropic, toxic or radioactive drugs are prohibited, and the dissemination of advertisements of certain other products, such as

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tobacco, patented products, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol and cosmetics, are also subject to specific restrictions and requirements. Advertisers, advertising operators and advertising distributors are required by applicable PRC advertising laws, rules and regulations to ensure that the content of the advertisements they prepare or distribute are true and in compliance with applicable laws, rules and regulations. Violation of these laws, rules and regulations could result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the industry and commerce authorities may revoke the violator's license or permit for advertising business operations. In addition, advertisers, advertising operators or advertising distributors could be subject to civil liability if they infringe the legal rights and interests of third parties, such as infringement of intellectual proprietary rights, unauthorized use of a name or portrait and defamation.

        Although advertising services are no longer categorized as a prohibited or restricted area for foreign investment, the Administration Rules of Foreign-invested Advertising Enterprises issued on in August 2008 by the State Administration for Industry and Commerce and the Ministry of Commerce, require all foreign investors of advertising enterprises to have a track record in, and mainly engage in, advertising businesses overseas. The establishment of a foreign-invested advertising enterprise is also subject to pre-approval by the industry and commerce authorities.

Regulation Relating to Privacy Protection

        As an Internet content provider, we are subject to regulations relating to the protection of privacy. Under the Internet Measures, Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes on the lawful rights and interests of others. Internet content providers that violate the prohibition could face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT on in December 2011, Internet content providers are also prohibited from collecting any user personal information or providing any such information to third parties without the consent of a user. Internet content providers must expressly inform the users of the method, content and purpose of the collection and processing of such user personal information and may only collect such information necessary for its services. Internet content providers are also required to properly maintain the user personal information, and in case of any leak or likely leak of the user personal information, Internet content providers must take remedial measures immediately and report any material leak to the telecommunications regulatory authority. In addition, the Decision on Strengthening Network Information Protection promulgated by the Standing Committee of the National People's Congress on in December 2012 emphasizes the need to protect electronic information that contains individual identification information and other private data. The decision requires Internet content providers to establish and publish policies regarding the collection and use of personal electronic information and to take necessary measures to ensure the security of the information and to prevent leakage, damage or loss. Furthermore, MIIT's Rules on Protection of Personal Information of Telecommunications and Internet Users promulgated on in July 2013 contain detailed requirements on the use and collection of personal information as well as the security measures to be taken by Internet content providers. The PRC government retains the power and authority to order Internet content providers to provide an Internet user's personal information if such user posts any prohibited content or engages in any illegal activities through the Internet.

Regulation Relating to Online Commodities Trading and Relevant Services

        China's online and mobile commerce industry is at an early stage of development and there are few PRC laws, regulations or rules specifically regulating this industry. The State Administration for

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Industry and Commerce adopted the Interim Measures for the Administration of Online Commodities Trading and Relevant Services on May 31, 2010 and replaced those measures with the Administrative Measures for Online Trading on January 26, 2014, which became effective on March 15, 2014. The State Administration for Industry and Commerce also issued the Opinions on Strengthening the Administration of Online Group Buying Operations on March 12, 2012 to subject group buying website operators to the foregoing measures, especially those relating to marketplace platform service providers. These newly issued measures impose more stringent requirements and obligations on the online trading or service operators as well as the marketplace platform providers. For example, the marketplace platform providers are obligated to examine the legal status of each third-party merchant selling products or services on the platform and display on a prominent location on the web page of such merchant the information stated in the merchant's business license or a link to such business license, and a group buying website operator must only allow a third-party merchant with a proper business license to sell products or services on its platform. Where the marketplace platform providers also act as online distributors, these marketplace platform providers must make a clear distinction between their online direct sales and sales of third-party merchant products on the marketplace platform. Consumers are generally entitled to return products purchased from online business operators within seven days upon receipt, without giving any reason.

Regulation Relating to Product Quality and Consumer Protection

        Pursuant to the Product Quality Law of China promulgated by the National People's Congress Standing Committee in 1993 and amended in 2000 and 2009 respectively, a seller must establish and practice a check-for-acceptance system for replenishment of his stock, and examine the quality certificates and other marks and must also adopt measures to keep the products for sale in good quality. Violation of the Product Quality Law of China could result in various penalties, including the imposition of fines, suspension of business operations, revocation of business licenses and criminal liabilities. Where a defective product causes physical injury to a person or damage to another person's property, the victim may claim compensation from the manufacturer or from the seller of the product. If the seller pays compensation and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer. Similarly, if the manufacturer pays compensation and it is the seller that should bear the liability, the manufacturer has a right of recourse against the seller.

        The Consumer Protection Law of China, which was promulgated by the National People's Congress Standing Committee on October 31, 1993, and became effective on 1 January 1994 and as amended in 2009, prescribes that businesses like ours must comply with laws and regulations in relation to personal safety and protection of property, and customers must be provided with truthful information on the goods and services. Consumers who suffer personal injury or property damage due to product defects may demand compensation from either the manufacturer or the seller. The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthen the protection of consumers and impose more stringent requirements and obligations on business operators, especially on the business operators through Internet. For example, the consumers are entitled to return the goods (except for certain specific goods) within seven days upon receipt without any reasons when they purchase the goods from business operators on the Internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace platforms may claim damages from sellers or service providers. Where the providers of the online marketplace platforms are unable to provide the real names, addresses and valid contact details of the sellers or service providers, the consumers may also claim damages from the providers of the online marketplace platforms. Providers of online marketplace platforms that know or should have known that sellers or service providers use their platforms to infringe upon the legitimate rights and interests of consumers but fail to take necessary measures must bear joint and several liabilities with the sellers or service providers. Moreover, if business operators deceive consumers or knowingly sell substandard or defective products,

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they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services.

Tort Liability Law

        Pursuant to the Tort Liability Law of China, which was promulgated by the National People's Congress Standing Committee on December 30, 2009 and became effective on July 1, 2010, producers are liable for damages caused by defects in their products and sellers are liable for damages attributable to their fault. If the defects are caused by the fault of third parties such as the transporter or storekeeper, producers and sellers are entitled to claim for compensation from these third parties after paying the compensation amount. The producers and sellers are obligated to take remedial measures such as issuing warnings or recalling the products in a timely manner if defects are found in products that are in circulation. If the products are manufactured and sold with known defects that cause death or severe personal injury to others, the injured person has the right to claim punitive compensation.

Regulations Relating to Taxation

        In January 2008, the New EIT Law took effect. The New EIT Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the New EIT Law and the Implementation Rules, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign enterprise investor could be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate.

        Under the New EIT Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident enterprises" indicated that dividends and other income paid by such PRC "resident enterprises" could be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities.

        Under the Implementation Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. The only detailed guidance currently available for the definition of "de facto management body" as well as the determination of offshore incorporated PRC tax resident and its administration are set forth in two notices, i.e. Circular 82 and Circular 45, issued by the PRC State Administration of Taxation, or the Circulars, which provide guidance on the administration as well as determination of the tax residency status of a Chinese controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or

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more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as the exercise of competent tax authorities' procedures. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, a payer of China-sourced dividends, interest, royalties, etc. should not withhold 10% income tax on such payments to such Chinese controlled offshore incorporated enterprise. Although the Circulars apply only to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals such as us, the determination criteria and administration clarification made in the Circulars reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented. There is no assurance that the PRC State Administration of Taxation will not apply the same or similar criteria as stated in the Circulars to determine whether the "de facto management body" of an offshore incorporated enterprise controlled by PRC individuals (like us) is located within the PRC in the future.

        See "Risk Factors—Risks Related to Doing Business in China—Under the PRC enterprise income tax law, we could be classified as a "resident enterprise" of China. Such classification could result in unfavorable tax consequences to us and our non-PRC shareholders".

Regulations Relating to Labor

        Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008 and amended in 2012, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

        An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts, with certain exceptions. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain exceptions. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer must be compensated at three times their normal salaries for each waived vacation day.

        Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and

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their employees are required to contribute to the social insurance plans. The aforesaid measures are reiterated in the Social Insurance Law of China effective in July 2011, which stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance, occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

Regulations on Foreign Exchange

Foreign Exchange Regulation

        The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, may be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans or foreign currency is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC subsidiaries.

        In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency-registered capital into RMB by restricting how the converted RMB may be used. In addition, SAFE promulgated Circular 45 on November 9, 2011 in order to clarify the application of SAFE Circular 142. Under SAFE Circular 142 and Circular 45, the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government authority and cannot be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of foreign-invested enterprises. The use of such RMB capital cannot be changed without SAFE's approval, and such RMB capital cannot in any case be used to repay RMB loans if the proceeds of such loans have not been used. Furthermore, SAFE promulgated Circular 59 in November 2010, which tightens the regulation over settlement of net proceeds from overseas offerings, such as our initial public offering, and requires, among other things, the authenticity of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner described in the offering documents or otherwise approved by our board. Violations of these SAFE regulations could result in severe monetary or other penalties, including confiscation of earnings derived from such violation activities, a fine of up to 30% of the RMB funds converted from the foreign invested funds or in the case of a severe violation, a fine ranging from 30% to 100% of the RMB funds converted from the foreign-invested funds.

        In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity could be opened in different provinces, which was not

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possible previously. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC must be conducted by way of registration and banks must process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.

SAFE Circular 37

        In July 2014, SAFE issued SAFE Circular 37, which supersedes SAFE Circular 75, and requires that PRC citizens or residents must register with the relevant local SAFE branch before making capital contribution to any offshore entity directly established or indirectly controlled by that PRC citizen or resident for the purpose of investment or financing and with onshore or offshore assets or equity interests legally owned by that PRC citizen or resident. In addition, the SAFE registrations are required to be updated with local SAFE branch with respect to that offshore special purpose company in connection with the change of its basic information, such as its company name, business term, shareholding by individual PRC citizens or residents, merger, or division and, with respect to the individual PRC citizens or residents in case of any increases or decreases of capital in that offshore special purpose company, or share transfers or swaps by the individual PRC citizens or residents

        We understand that most of our PRC citizen or resident beneficial owners have completed registration with the local counterpart of SAFE in Beijing. However, we might not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 37 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with and will in the future make or obtain any applicable registrations or approvals required by SAFE Circular 37 or other related regulations. Failure to comply with the required SAFE registration and updating requirements described above could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "Risk Factors—Risks Relating to Doing Business in China—A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition".

Employee Stock Option Plans

        In February 2012, SAFE promulgated the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in March 2007, to regulate the foreign exchange administration of PRC citizens and non-PRC citizens who reside in the PRC for a continuous period of not less than one year, with a few exceptions, who participate in stock incentive plans of overseas publicly-listed companies. Pursuant to these rules, these individuals who participate in any stock incentive plan of an overseas publicly-listed company, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. We and our executive officers and other employees who are PRC citizens or non-PRC citizens who reside in the PRC for a continuous period of not less than one year and have been granted options would be subject to these regulations upon the completion of this offering. Failure to complete such SAFE registrations could subject us and these employees to fines and other legal sanctions. The State Administration of Taxation has issued certain circulars concerning employee share options or restricted shares. Under these circulars, our employees working in the PRC who exercise share options or are granted restricted shares would be subject to PRC individual income

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tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we could face sanctions imposed by the tax authorities or other PRC government authorities. In addition, under the SAFE Circular 37 effective from July 2014, the individual PRC citizens or residents who are directors, supervisors, senior management or other employees of an enterprise in the PRC that is directly or indirectly controlled by an overseas non-listed special purpose company and participate in any stock incentive plan of such non-listed special purpose company, can submit relevant materials to the relevant local SAFE branch for the foreign exchange registration before the exercise of the share option. However, as a newly implemented regulation, specific terms of SAFE Circular 37 remain subject to interpretation and application by SAFE.

        See "Risk Factors—Risks Relating to Doing Business in China—A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens could subject such employees or us to fines and legal or administrative sanctions".

Regulations on Dividend Distribution

        Wholly foreign-owned companies in China, such as our PRC subsidiary, Wowo Shijie, may pay dividends only out of their accumulated profits after tax as determined in accordance with PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the commercial banks. Wholly foreign-owned companies is not permitted to pay dividends unless they set aside at least 10% of their respective accumulated profits after-tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the wholly foreign-owned company's registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to other funds at their discretion. These statutory reserve funds and other funds are not distributable as cash dividends.

Regulation on Overseas Listings

        On August 8, 2006, six PRC regulatory agencies, including the CSRC, jointly promulgated the 2006 M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. Under the 2006 M&A Rules, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange.

        Although the application of the 2006 M&A Rules remains unclear to a certain extent, we believe, based on the advice of our PRC counsel, B & D Law Firm, that we are not required to obtain CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market. However, there remains some uncertainty as to how this regulation could be interpreted or implemented in the context of an overseas offering. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If the CSRC or other PRC regulatory agency subsequently determines that we need to obtain the CSRC's approval for this offering or if the CSRC or any other PRC government authorities promulgate any interpretation or implementing rules that would require the CSRC or other governmental approvals for this offering, we could face sanctions by the CSRC or other PRC regulatory agencies. See "Risk Factors—Risks Relating to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, could be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have an adverse effect on our business, results of operations, reputation and trading price of our ADSs".

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        The 2006 M&A Rules also establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. See "Risk Factors—Risks Factors Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China".

Regulations Relating to Intellectual Property Rights

        Patent.    Patents in the PRC are principally protected under the Patent Law of the PRC. The duration of a patent right is either 10 years or 20 years from the date of application, depending on the type of patent right.

        Copyright.    Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years.

        Trademark.    Registered trademarks are protected under the Trademark Law of the PRC and related rules and regulations. Trademarks are registered with the Trademark Office of the State Administration for Industry and Commerce. Where registration is sought for a trademark that is identical or similar to another trademark that has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of such trademark could be rejected. Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.

        Domain names.    Domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by the MIIT. The MIIT is the major regulatory body responsible for the administration of the PRC Internet domain names, under supervision of which the CNNIC is responsible for the daily administration of .cn domain names and Chinese domain names. CNNIC adopts the "first to file" principle with respect to the registration of domain names.

Regulation on Property Lease

        In December 2010, the Ministry of Housing and Urban-Rural Development issued the Administrative Measures for Leasing of Commodity Housing effective as of February 1, 2011. According to the Administrative Measures for Leasing of Commodity Housing, the landlords and tenants are required to enter into lease contracts that must contain specified provisions, the floor area per tenant cannot be less than the minimum living space stipulated by the local government where the building is located, no kitchens, lavatories, balconies or basement storerooms can be rented out as residence, and the lease contract should be registered with the relevant construction or property authorities at municipal or county level within 30 days after its conclusion. If the lease contract is extended or terminated or if there is any change to the registered items, the landlord and the tenant are required to effect alteration registration, extension of registration or deregistration with the relevant construction or property authorities within 30 days after the occurrence of the extension, termination or alteration. We lease all of the premises used for our offices pursuant to leasing agreements. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have not filed any leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. See "Risk Factors—Risks Relating to Our Business and Industry—Our legal right to lease certain properties could be challenged by property owners or other third parties, which could cause interruptions to our business operations".

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth certain information relating to our directors and executive officers upon closing of this offering. The business address of each of our directors and executive officers is Third Floor, Chuangxin Building No. 18 Xinxi Road, Haidian District, Beijing, People's Republic of China.

Directors and Executive Officers	Age		Position/Title
Maodong Xu		46	Chairman of the Board of Directors, Chief Executive Officer
Jianguang Wu		40	Director, Executive President
Xiaoyi Niu(1)		33	Director
Yongming Zhang		42	Director
Frank Zhigang Zhao		50	Chief Financial Officer
Xiangjun Liu		38	Senior Vice President, sales
Lijun Yang		37	Vice President, mobile research and development
Yan Feng		38	Vice President, research and development
Yun Zheng		37	Vice President, research and development
Guang Gu		32	Vice President, online operation
Jinghan Wei		46	Vice President, marketing and public relations

(1)

Under our existing charter, CDH Barley Limited is entitled to appoint and remove one director of the Company as one of the preferred rights granted to CDH Barley Limited as a holder of preferred shares in an earlier round of venture capital financing. Mr. Niu had been appointed by CDH Barley Limited pursuant to such rights.

        Mr. Maodong Xu has served as the chairman of our board of directors and the Chief Executive Officer since December 2010. Mr. Xu is the founder of Welink Information Technology Co., Ltd., a leading wireless advertising service company in China. Between 2006 and 2008, Mr. Xu served as a senior vice president of Focus Media Limited after Focus Media acquired Dotad Media Limited, a China-based wireless advertising service provider founded by Mr. Xu in 2005. Mr. Xu was also the founder and CEO of Qilu Supermarket, one of the largest chain supermarkets in Shandong province in late 1990s. Mr. Xu received a bachelor's degree from Wuhan University of Technology in 1990.

        Mr. Jianguang Wu has served as our executive president since November 2013. Before that, Mr. Wu was our chief technology officer from September 2011 to November 2013. Between 2008 and 2011, he served as the Executive Vice President of Welink Information Technology Co., Ltd. Between 2007 and 2008, Mr. Wu served as the Executive Vice President of Focus Media Limited. In 2005, Mr. Wu founded Beijing Mingzhi Unlimited Information Technology Co., Ltd., and served as the Chief Technology Officer until 2007. In 2004, Mr. Wu founded Beijing eTone Infotech Co., Ltd., and served as the Chief Technology Officer until 2005. Mr. Wu received a bachelor's degree from Beijing Union University School of Information Engineering in 2000.

        Mr. Xiaoyi Niu has served as our non-executive director since January 2015. Since October 2010, Mr. Niu has been serving as assistant vice president in CDH Venture. From December 2003 to July 2006, he served as strategic development analyst of China Netcom. From July 2006 to March 2009, Mr. Niu served as equity financing director of Asia Media Co., Ltd. From March 2009 to September 2010, Mr. Niu served as business development manager of China National Offshore Oil Corporation. Mr. Niu obtained a bachelor degree in Philosophy and Mathematics from London School of Economics in July 2003, and obtained a MBA degree from Cheung Kong Graduate School of Business in October 2013.

        Mr. Yongming Zhang has served as our non-executive director since July 2014. Mr. Zhang has over 20 years of experience in management and investment. Mr. Zhang has served as the chairman of the

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board of directors of Beijing Kaiming Zhida Science & Technology Co., Ltd. since December 2003. Mr. Zhang has served as the executive partner of Beijing Century Tianfu Venture Capital Center L.P. since May 2010, the chairman of the board of directors of Beijing Tianyou Investment Co., Ltd. since March 2011, the director of YSY (Shanghai) Pharmaceutical Co., Ltd. since June 2011, the director of Jiangsu Changshu Automotive Interiors Group Stock Limited since January 2012, the executive director and manager of Guangzhou Tianfu Investment Co., Ltd. since November 2012, the executive director and manager of Jiangsu Tianyou Jinxin Investment Co., Ltd. since January 2013, the chairman of the board of directors of Nanjing Aotecar Refrigerating Co., Ltd. since March 2013, the executive director of Nanjing Aotecar Xiangyun Refrigerating Co., Ltd. since March 2013, the director of Guangzhou Rural Commercial Bank since May 2014 and the chairman of the board of directors of Beijing Changjiang Xingye Assets Management Co., Ltd. from March 2008 to May 2014.

        Mr. Frank Zhigang Zhao has served as our chief financial officer since June 2014. Mr. Zhao has over two decades of experience in financial and accounting management with auditing firms and public companies. Prior to joining us, Mr. Zhao was the chief financial officer of Borqs International Limited, from 2012 to 2014. Mr. Zhao was the chief financial officer of Simcere Pharmaceutical Group, from 2006 to 2011. From 2005 to 2006, Mr. Zhao worked as the chief financial officer of Sun New Media Inc. From 2003 to 2005, Mr. Zhao worked at FARO Technologies, Inc. as a financial controller. Mr. Zhao received his bachelor's degree in economics from Peking University and MBA degree from University of Hartford. Mr. Zhao is a US certified public accountant since 1993.

        Mr. Xiangjun Liu has served as our vice president in charge of sales since December 2010. Mr. Liu has over 10 years of experience in sale management in internet and wireless advertising industry. Prior to joining us, Mr. Liu was the vice president of sales in Beijing LMobile Information Technology Co., Ltd. from 2008 to 2010. Mr. Liu was the general manager in customer management department in Shandong provincial division of Focus Media from 2005 to 2008. Mr. Liu received a bachelor degree from Shandong University majored in biology in 1999.

        Mr. Lijun Yang has served as our vice president in mobile research and development since August 2011. Mr. Yang has over 10 years of experience in leading mobile application development and operations. Prior to joining us, Mr. Yang was the vice president and general manager of the wireless business department of Beijing Meixun Information Technology Co., Ltd. from 2010 to 2011. Mr. Yang served as the vice president and research and development director of Beijing LMobile Information Technology Co., Ltd. from 2008 to 2010. Mr. Yang was one of the founders of Beijing Pingco Information Technology Co., Ltd. and simultaneously served as its reserach and development director from 2004 to 2007. Mr. Yang served as the lead R&D engineer of Focus Wireless Company from 2000 to 2004. Mr. Yang obtained a master degree from Beijing University majored in computer science.

        Mr. Yan Feng has served as our vice president in charge of research and development since May 2011. Mr. Yan has over 10 years of experience in developing, implementing and managing products and leading research and development teams in telecommunication and internet industry. Prior to joining us, Mr. Feng worked in China Mobile Group Beijing Co., Ltd. from 2002 to 2010. During his service in China Mobile Group Beijing Co., Ltd, Mr. Feng was the lead manager of Fetion, an instant mobile communication software, and its network message service. Mr. Feng obtained a bachelor degree and a master degree from Qinghua University in 1999 and 2002, respectively.

        Mr. Yun Zheng has served as our vice president in charge of research and development since May 2011. Mr. Zheng has over 10 years of experience in technology and product development and management in internet industry. Prior to joining us, Mr. Zheng founded ju690.com and served as its chief executive officer, in 2006. Mr. Zheng joined UltraPower to set up application development department and took the position of chief technology officer in March 2005. From 2004 to 2005, Mr. Zheng worked at LinkTone (a Nasdaq listed company) and took the position of senior project officer. From 2000-2004, Mr. Zheng took positions including programmer, development manager and

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chief technology officer at TomoSoft, principally in telecom data services development. Mr. Zheng obtained a bachelor degree from University of Science and Technology of China in 1999.

        Mr. Guang Gu has served as our vice president in charge of online operations since March 2011. Mr. Gu has extensive experience in web operation and management in internet industry. Prior to joining us, Mr. Gu was the director of operations at lotour.com from 2010 to 2011. Mr. Gu also worked as the operation manager of Alipay from 2009 to 2010. Mr. Gu served as the website content chief editor at yidaba.com from 2007 to 2009. Mr. Gu obtained a bachelor degree from Hebei Normal University.

        Ms. Jinghan Wei has served as our vice president in charge of marketing and public relations since October 2010. Ms. Wei has over 10 years in both online and offline marketing and public relations. Prior to joining us, Ms. Wei served as the chief marketing officer of Carlsberg (China) from 2008 to 2010. Before that, Ms. Wei served as the vice general manager of marketing department of China Resources Snow Breweries from 1998 to 2008. Ms. Wei obtained a bachelor degree from Wuhan University of Technology in 1990.

Duties of Directors

        Under Cayman Islands law, our directors owe certain fiduciary duties to our company, including duties of loyalty, to act honestly, and to act in what they consider in good faith to be in our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our [third] amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

        The powers of our board of directors include, among others:

•

convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

•

issuing authorized but unissued shares;

•

declaring dividends and distributions;

•

exercising the borrowing powers of our company and mortgaging the property of our company;

•

approving the transfer of shares of our company, including the registering of such shares; and

•

exercising any other powers conferred by the shareholders' meetings or under our [third] amended and restated memorandum and articles of association.

Terms of Directors and Executive Officers

        We will initially have [four] directors, [two] of whom will be independent directors, on our board of directors upon the closing of this offering. Any director on our board may be removed by way of an ordinary resolution of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by the affirmative vote of a majority of the remaining directors. The shareholders may also by ordinary resolution elect any person to be a director either to fill a casual vacancy or as an addition to the existing board of directors. The directors shall be divided into three different classes, namely Class I Directors, Class II Directors and Class III Directors.

        Any director appointed to fill a casual vacancy shall hold office for the remaining term of the director in whose place he is appointed and shall be eligible for re-election at the expiry of the said term. Any director appointed as an additional to the existing board of directors shall be designated a class in accordance with the [third] amended and restated articles of association, shall hold office until

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the expiry of the term of the class for which said director is designated and shall then be eligible for re-election.

        At the first annual general meeting after the adoption of the [third] amended and restated articles of association, all Class II Directors shall retire from office and be eligible for re-election. At the second annual general meeting after the adoption of the [third] amended and restated articles of association, all Class III Directors shall retire from office and be eligible for re-election. At the third annual general meeting after the adoption of the [third] amended and restated articles of association, all Class I Directors shall retire from office and be eligible for re-election.

        At each subsequent annual general meeting after the third annual general meeting after the adoption of the [third] amended and restated articles of association, one-third of the directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one third) shall retire from office by rotation. A retiring director shall be eligible for re-election. The directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any director who wishes to retire and not to offer himself for re-election. Any further directors so to retire shall be those of the other directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

        For the avoidance of doubt, every director shall be subject to retirement in accordance with the [third] amended and restated articles of association at least once every three years.

        If the number of directors is changed, any increase or decrease shall be apportioned among the classes of directors so as to maintain the size of the three classes as nearly equal as possible, and any director added to a class as a result of an increase in the board size shall hold office for a term that shall coincide with the remaining term of that class.

Grounds for vacating a director

        The office of a director shall be vacated if the director:

•

resigns his office by notice in writing delivered to us or tendered at a meeting of the board of directors;

•

becomes of unsound mind or dies;

•

without special leave of absence from the board or directors, is absent from meetings of the board of directors for six consecutive months and the board of directors resolves that his office be vacated;

•

becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

•

is prohibited by law from being a director; or

•

ceases to be a director by virtue of any provisions of Cayman law or is removed from office pursuant to the [third] amended and restated articles of association.

        All of our executive officers are appointed by and serve at the discretion of our board of directors. Our executive officers are elected by and may be removed by a majority vote of our board of directors.

Board Committees

        Our board of directors will establish an audit committee and a compensation committee.

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Audit Committee

        Our audit committee will initially consist of            ,             and            .            will be the chairman of our audit committee.            satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.            and             satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350 and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

•

selecting the independent auditor;

•

pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

•

annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

•

setting clear hiring policies for employees and former employees of the independent auditors;

•

reviewing with the independent auditor any audit problems or difficulties and management's response;

•

reviewing and approving all related party transactions on an ongoing basis;

•

reviewing and discussing the annual audited financial statements with management and the independent auditor;

•

reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

•

reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

•

discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

•

reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

•

discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

•

timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

•

establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

annually reviewing and reassessing the adequacy of our audit committee charter;

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•

such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•

meeting separately, periodically, with management, internal auditors and the independent auditor; and

•

reporting regularly to the full board of directors.

Compensation Committee

        Our compensation committee will initially consist of            , and            .            is the chairman of our compensation committee.            and            satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350.

        Our compensation committee is responsible for, among other things:

•

reviewing and approving our overall compensation policies;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors, and determining our Chief Executive Officer's compensation level based on this evaluation;

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determining the compensation level of our other executive officers;

•

making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation plans;

•

administering our equity-based compensation plans in accordance with the terms thereof; and

•

such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Corporate Governance

        Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We will make our code of ethics and our code of conduct publicly available on our website.

        In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our [third] amended and restated memorandum and articles of association.

Remuneration and Borrowing

        The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.

Qualification

        There is no requirement for our directors to own any shares in our company in order for them to qualify as a director.

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Employment Agreements

        We have entered into employment agreements with each of our executive officers. We may terminate an executive officer's employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, willful misconduct to our detriment or a failure to perform agreed duties. We may also terminate an executive officer's employment under certain conditions, including, but not limited to, incapacity or disability of the officer, by a one-month prior written notice. An executive officer may terminate his or her employment with us for cause, at any time for certain reasons, or by a one-month prior written notice.

        Our executive officers have also agreed not to engage in any activities that compete with us, or to directly or indirect solicit the services of our employees, during employment or for a period of two years after termination of employment. Each executive officer has agreed to hold in strict confidence any confidential information or trade secrets of our company. Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our company as well as all material corporate and business policies and procedures of our company.

Compensation of Directors and Executive Officers

        In 2013, we paid an aggregate of approximately US$377,000 in cash as salaries and fees to our senior executives, officers and directors named in this prospectus. Other than salaries, fees and share incentives, we do not otherwise provide pension, retirement or similar benefits to our officers and directors.

Share Incentive Plan

        We have adopted our 2011 share incentive plan to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of our business. The 2011 share incentive plan provides for the grant of options, restricted shares and other share-based awards, collectively referred to as "awards." Our board of directors has authorized the issuance of ordinary shares of up to 10% of the issued and outstanding share capital of our company from time to time.

        Plan Administration.    Our compensation committee, or prior to such committee's formation, our board of directors, will administer the 2011 share incentive plan. The committee or the full board of directors, as appropriate, will determine the participants to receive awards, the type and number of awards to be granted, and the terms and conditions of each award grant.

        Award Agreements.    Awards granted under our 2011 share incentive plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Unless specifically approved by our board of directors, the purchase price per share of an option shall not be less than 100% of the fair market value of the shares on the date of grant.

        Transfer Restrictions.    The right of a grantee in an award granted under our 2011 share incentive plan may not be transferred in any manner by the grantee other than by will or the laws of descent and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee.

        Option Exercise.    The term of options granted under the 2011 share incentive plan may not exceed five years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of ordinary shares underlying the option may include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any combination of the foregoing methods of payment.

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        Acceleration upon a Change of Control.    If a change of control of our company occurs, (i) the compensation committee may determine that any outstanding unexercisable, unvested or lapsable awards shall automatically be deemed exercisable, vested and not subject to lapse immediately prior to the event triggering the change of control and (ii) the compensation committee may cancel such awards for fair value, provide for the issuance of substitute awards or provide that for a period of at least 15 days prior to the event triggering the change of control, such options shall be exercisable and that upon the occurrence of the change of control, such options shall terminate and be of no further force and effect.

        Termination and Amendment.    Unless terminated earlier, our share incentive plan will expire after five years. Our board of directors has the authority to amend or terminate our share incentive plan subject to shareholder approval to the extent necessary to comply with applicable laws. Shareholders' approval is required for any amendment to the 2011 share incentive plan that (i) increases the number of ordinary shares available under the 2011 share incentive plan or changes the maximum number of shares for which awards may be granted to any participant, or (ii) diminishes any of the rights of the participant under any award previously granted to such participant under the plan without such participant's consent.

        The table below sets forth, as of the date of the prospectus, the options that we granted to our employees and certain non-employee consultants under our 2011 share incentive plan:

Type of award	Number of Options		Exercise Price or Purchase Price (US$/Share)		Date of Grant		Date of Expiration
Employee share option		13,674,170		0.2		February 1, 2011		January 31, 2016
Employee share option		1,300,000		0.00001		February 1, 2011		January 31, 2016
Employee share option		590,000		0.2		July 1, 2011		June 30, 2016
Employee share option		6,472,600		0.2		July 1, 2011		June 30, 2016
Employee share option		7,849,144		0.2		July 25, 2011		July 25, 2016
Independent directors share option		450,000		0.00001		December 9, 2011		December 9, 2016
Executive share option		3,650,000		0.01		December 9, 2011		December 9, 2016
Staff share option		800,250		0.2		December 9, 2011		December 9, 2016
Staff share option		9,724,000		0.01		December 9, 2011		December 9, 2016
Employee share option		564,000		0.00001		January 1, 2012		December 31, 2016
Employee share option		583,550		0.2		January 1, 2012		December 31, 2016
Employee share option		1,968,600		0.00001		January 1, 2012		December 31, 2016
Employee share option		661,100		0.2		July 1, 2012		June 30, 2017
Employee share option		7,977,216		0.00001		October 1, 2012		September 30, 2017
Employee share option		175,000		0.2		October 1, 2012		September 30, 2017
Executive share option		100,000		0.2		March 15, 2013		March 15, 2018
Staff share option		1,128,590		0.2		March 15, 2013		March 15, 2018
Executive share option		2,104,000		0.01		April 18, 2014		April 18, 2019
Staff share option		9,341,500		0.01		April 18, 2014		April 18, 2019
Total number of options		69,113,720

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information as of the date of this prospectus with respect to the beneficial ownership of our ordinary shares, by:

•

each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•

each of our directors and executive officers.

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The percentage of beneficial ownership for each of the persons listed below is determined by dividing (i) the number of ordinary shares beneficially owned by such person, including ordinary shares such person has the right to acquire within 60 days after the date of this prospectus, by (ii) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within 60 days after the date of this prospectus. The total number of ordinary shares outstanding as of the date of this prospectus is 468,626,976, assuming the conversion of all outstanding Series A-1, A-2 and Series B Preferred Shares into ordinary shares at a conversion ratio of one preferred share to one ordinary share. The total number of ordinary shares outstanding after completion of this offering will be            , assuming no change in the number of ADSs offered by us as set forth on the cover page of this prospectus. The underwriters may choose to exercise the over-allotment option in full, in part or not at all.

	Shares Beneficially Owned Prior to This Offering					Shares Beneficially Owned After This Offering
	Number		Percent			Number	Percent
Directors and Executive Officers*:
Maodong Xu(1)		175,021,909		37.35	%
Xiaoyi Niu(2)		80,539,719		17.19	%
Jianguang Wu(3)		38,115,693		8.13	%
Frank Zhigang Zhao(4)		10,372,540		2.21	%
Directors and Executive Officers as a group		312,147,027		66.61	%
Principal Shareholders:
CDH Barley Limited(5)		80,539,719		17.19	%
Tianyou Investment Limited(6)		47,418,079		9.94	%

*

The address of our directors and executive officers is Third Floor, Chuangxin Building, No. 18 Xinxi Road, Haidian District, Beijing, People's Republic of China.

(1)

representing (i) 5,447,208 ordinary shares owned by Link Crossing Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands, (ii) 170,350,074 ordinary shares, (iii) 7,321,793 ordinary shares issuable upon conversion of 7,321,793 Series B Preferred Shares owned by New Field Worldwide Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands and (iv)                          ordinary shares issuable upon conversion of certain indebtedness owed to him at the assumed initial offering price of US$                        per ADS.

(2)

representing (i) 73,217,926 ordinary shares issuable upon conversion of 73,217,926 Series A-2 preferred shares, and (ii) 7,321,793 ordinary shares issuable upon conversion of 7,321,793 Series B preferred shares owned by CDH Barley Limited, a British Virgin Islands company 100% beneficially owned by CDH Venture Partners II, L.P. CDH Venture GP II Company Limited, a Cayman Islands exempted limited liability company, is the general partner of CDH Venture Partners II, L.P. and has the power to direct CDH Venture Partners II, L.P. as to the voting and disposition of shares directly and indirectly held by CDH Venture Partners II, L.P. Mr. Niu serves as an assistant vice president of CDH Venture. The registered address of CDH Barley Limited is Kingston Chambers, P.O. Box 173, Road Town, British Virgin Islands.

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(3)

representing 38,115,693 ordinary shares owned by Jade Investments Ventures Limited, a BVI company wholly owned by Jianguang Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(4)

10,372,540 ordinary shares owned by Milky Way Development Limited, a BVI company wholly owned by Frank Zhigang Zhao, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(5)

representing (i) 73,217,926 ordinary shares issuable upon conversion of 73,217,926 Series A-2 preferred shares, and (ii) 7,321,793 ordinary shares issuable upon conversion of 7,321,793 Series B preferred shares owned by CDH Barley Limited, a British Virgin Islands company 100% beneficially owned by CDH Venture Partners II, L.P. CDH Venture GP II Company Limited, a Cayman Islands exempted limited liability company, is the general partner of CDH Venture Partners II, L.P. and has the power to direct CDH Venture Partners II, L.P. as to the voting and disposition of shares directly and indirectly held by CDH Venture Partners II, L.P. Mr. Niu serves as an assistant vice president of CDH Venture. The registered address of CDH Barley Limited is Kingston Chambers, P.O. Box 173, Road Town, British Virgin Islands.

(6)

including (i) 27,364,846 ordinary shares, (ii) 18,832,934 ordinary shares issuable upon conversion of 18,832,934 Series A-2 Preferred shares, and (iii) 1,220,299 ordinary shares issuable upon conversion of 1,220,299 Series B Preferred Shares owned by Tianyou Investment Limited, a BVI company wholly owned by Yongming Zhang, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

        As of the date of this prospectus, no ordinary share is held by record holder resident in the United States. Except as stated in the footnotes to the table above, we are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.

        None of our existing shareholders has voting rights that will differ from the voting rights of other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with Our Consolidated Affiliated Entities and Their Shareholders

        Due to certain restrictions under PRC law on foreign ownership of businesses engaged in Internet businesses, we conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Wowo Shijie, our consolidated affiliated entities in China, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao and their subsidiaries and shareholders. For a description of these contractual arrangements, see "Our History and Corporate Structure".

Related Party Loans and Other Payments

        Since December 31, 2011, we had the following transactions with our related parties:

        We provided US$0.5 million in total to our Chairman and CEO, Mr. Xu, in connection with his acquisition of a VIE, Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai, on our behalf on May 2011. As of December 31, 2012, amount due from Mr. Xu was US$0.2 million after netting off working capital provided by him to support Beijing Wowo Tuan's daily operations.

        We paid certain operating expenses and purchased software on behalf of Beijing Wowo Shiji Information Technology Co., Ltd., or Wowo Shiji. Wowo Shiji is principally owned by Mr. Hanyu Liu, Mr. Yongming Zhang, Mr. Weihong Xiao, Mr. Jianguang Wu and Ms. Yonghong Lv. as of December 31, 2012 and 2013 and September 30, 2014, amount due from Wowo Shiji were US$71,354, US$3,799 and nil, respectively.

        Through Rizhao Yingxingshu Equity Investment Fund, L.P., ("Yingxingshu"), our Chairman and CEO, Mr. Xu, provided certain shareholder loans to us from time to time to support our working capital. Yingxingshu is 90.0% beneficially owned by Mr. Xu. As of September 30, 2014, amount due to Yinxingshu was US$23.3 million.

        Through Beijing Shiletao E-business Co., Ltd. ("Shiletao"), our Chairman and CEO, Mr. Xu., provided certain shareholder loans to us from time to time to support our working capital. Shiletao is 90.0% beneficially owned by Mr. Xu. As of September 30, 2014, amounts due to Shiletao was US$1.0 million.

        Through Dallsfield Ltd. ("Dallsfield"), our Chairman and CEO, Mr. Xu, provided certain shareholder loans to us from time to time to support our working capital. Dallsfield is 100% beneficially owned by Mr. Xu. As of September 30, 2014, amounts due to Dallsfield was US$0.3 million.

        Our Chairman and CEO, Mr. Xu, also provided certain shareholders loans to us directly from time to time to support our working capital. As of September 30, 2014, amount due to Mr. Xu was US$29.1 million.

        We send short messaging service to our subscribers as a part of our advertising and promotional campaign. Beijing Weiwang Tonglian Media Technology Co., Ltd. (formerly known as Beijing Baifen Tonglian Media Technology Co., Ltd.) has been our primary short message service provider and is 75.9% owned by our Chairman and CEO, Mr. Xu. As of December 31, 2012 and 2013 and September 30, 2014, we had unpaid outstanding SMS distribution fees of US$0.7 million, US$0.7 million and US$0.3 million, respectively.

        Shangdong Kaiwei Digital Technology Co., Ltd., a company jointly owned by Ms. Fangzhou Xu, the wife our Chairman and CEO, Mr. Xu, as to 73.2%, and Mr. Tianqin Xu, the brother of Mr. Xu as to 26.8%, provided an office that occupies a total of 562 square meters in Rizhao City, Shangdong province to serve as one of our call center, free of charge. Based on a comparable renter price of RMB45 per square meter in the nearby buildings, the market price for this lease would be less than

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US$50,000 per year. All the amount due from/to related parties are unsecured, non-interest bearing and payable on demand.

Employment Agreements

        See "Management—Employment Agreements".

Share Options

        See "Management—Compensation of Directors and Executive Officers—Share Incentive Plan".

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DESCRIPTION OF SHARE CAPITAL

        We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, and the Companies Law (2013 Revision), as amended, of the Cayman Islands, which is referred to as the Companies Law below.

        As of the date of this prospectus, our authorized share capital is US$            consisting of US$            divided into            shares of par value of US$0.00001 each, comprised of            ordinary shares,            Series A-1 Preferred Shares and            Series A-2 Preferred Shares and            Series B Preferred Shares. As of the date of this prospectus, there are            ordinary shares issued and outstanding. Upon the completion of this offering, we will have            ordinary shares issued and outstanding. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will consist of                     ordinary shares with a par value of US$0.00001 each.

        Our [third] amended and restated memorandum and articles of association will be adopted, subject to the approval of our shareholders, and which will become effective upon completion of this offering. The following are summaries of material provisions of our [third] amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

        All of our outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form and are issued when registered in our register of members. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our [third] amended and restated memorandum and articles of association do not permit us to issue bearer shares.

Dividends

        The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Law and to the [third] amended and restated articles of association. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium account, and provided further that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.

Voting Rights

        Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

        An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of votes cast attached to the ordinary shares in a meeting. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association.

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Transfer of Ordinary Shares

        Subject to the restrictions contained in our [third] amended and restated articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

        Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists. Our board of directors may also decline to register any transfer of any ordinary share unless:

•

the instrument of transfer is lodged with us or such other place at which the register of members is kept in accordance with Cayman Islands law, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

•

the instrument of transfer is in respect of only one class of shares;

•

the instrument of transfer is properly stamped, if required;

•

the ordinary shares transferred are fully paid and free of any lien in favor of us;

•

a fee of such maximum sum as the Nasdaq Global Market may determine to be payable or such lesser sum as the board may from time to time require is paid to us in respect thereof; and

•

the transfer is not to more than four joint holders.

        If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

        The registration of transfers may, after compliance with any notice requirement of the Nasdaq Global Market, be suspended and the register closed at such times and for such periods as our directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our directors may determine.

Liquidation

        On a return of capital on winding up or otherwise (other than on redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

        Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

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Share Repurchases

        We are empowered under our [third] amended and restated memorandum of association to purchase our shares subject to the Companies Law and our [third] amended and restated articles of association. Our third amended and restated articles of association provide that this power is exercisable by our board of directors in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit subject to the Companies Law and, where applicable, the rules of the Nasdaq Global Market and the applicable regulatory authority.

Variations of Rights of Shares

        If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

General Meetings of Shareholders

        Shareholders' meetings may be convened by a majority of our board of directors or our chairman. Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our [third] amended and restated articles of association allow our shareholders holding shares representing in aggregate not less than [30]% of our voting share capital in issue, to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our [third] amended and restated articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. Advance notice of at least ten clear days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Retirement, Election and Removal of Directors

        Unless otherwise determined by the members in the general meeting, our [third] amended and restated articles of association provide that our board will consist of not less than [three] directors. There are no provisions relating to retirement of directors upon reaching any age limit.

        Our [third] amended and restated articles of association provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum are appointed by our shareholders by a simple majority of the votes cast on the resolution.

        The directors shall be divided into three different classes, namely Class I Directors, Class II Directors and Class III Directors. Any director appointed to fill a casual vacancy shall hold office for the remaining term of the director in whose place he is appointed and shall be eligible for re-election at the expiry of the said term. Any director appointed as an additional to the existing board of directors shall be designated a class in accordance with the [third] amended and restated articles of association, shall hold office until the expiry of the term of the class for which said director is designated and shall then be eligible for re-election.

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        At the first annual general meeting after the adoption of the [third] amended and restated articles of association, all Class II Directors shall retire from office and be eligible for re-election. At the second annual general meeting after the adoption of the [third] amended and restated articles of association, all Class III Directors shall retire from office and be eligible for re-election. At the third annual general meeting after the adoption of the [third] amended and restated articles of association, all Class I Directors shall retire from office and be eligible for re-election.

        At each subsequent annual general meeting after the third annual general meeting after the adoption of the [third] amended and restated articles of association, one-third of the directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one third) shall retire from office by rotation. A retiring director shall be eligible for re-election. The directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any director who wishes to retire and not to offer himself for re-election. Any further directors so to retire shall be those of the other directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

        For the avoidance of doubt, every director shall be subject to retirement in accordance with the [third] amended and restated articles of association at least once every three years.

        If the number of directors is changed, any increase or decrease shall be apportioned among the classes of directors so as to maintain the size of the three classes as nearly equal as possible, and any director added to a class as a result of an increase in the board size shall hold office for a term that shall coincide with the remaining term of that class.

Grounds for vacating a director

        The office of a director shall be vacated if the director:

•

resigns his office by notice in writing delivered to us or tendered at a meeting of the board of directors;

•

becomes of unsound mind or dies;

•

without special leave of absence from the board or directors, is absent from meetings of the board of directors for six consecutive months and the board of directors resolves that his office be vacated;

•

becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

•

is prohibited by law from being a director; or

•

ceases to be a director by virtue of any provisions of Cayman law or is removed from office pursuant to the [third] amended and restated articles of association.

Proceedings of Board of Directors

        Our [third] amended and restated articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for the board meeting may be fixed by the board and, unless so fixed at another number, will be [two] directors.

Inspection of Books and Records

        Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our [third]

156

amended and restated articles of association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See "Where You Can Find More Information".

Changes in Capital

        We may from time to time by ordinary resolution:

•

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

•

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

•

sub-divide our existing shares, or any of them into shares of a smaller amount; or

•

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

        We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

Register of Members

        Under Cayman Islands law, we must keep a register of members and there should be entered therein:

(a)

the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;



(b)

the date on which the name of any person was entered on the register as a member; and



(c)

the date on which any person ceased to be a member.

        Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members should be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this offering, the register of members should be immediately updated to record and give effect to the issue of shares by us to the Depositary (or its nominee) as the depositary. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name.

        If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

History of Securities Issuances

        The following is a summary of the securities issuances of Wowo Group Limited in the past and have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited

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which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares.

Ordinary Shares

        On January 20, 2011, Wowo Group Limited issued 7,692,308 ordinary shares to Ms. Yonghong Lv and Mr. Xiaoyong Hu, for total consideration of US$2,964,930 in cash.

        On March 8, 2011, Wowo Group Limited issued 16,194,332 ordinary shares to Mr. Yongming Zhang, for total consideration of US$8,006,085 in cash.

Preferred Shares

        On April 3, 2011, Wowo Group Limited issued 5,489,604 Series A-1 Preferred Shares to Zero2IPO China Fund II L.P., for total consideration of US$5,000,000 in cash.

        On May 25, 2011 and June 8, 2011, Wowo Group Limited issued 30,803,678 and 2,053,580 Series A-2 Preferred Shares to CDH Barley Limited and Zero2IPO China Fund II L.P., respectively, for total consideration of US$30,000,000 and US$2,000,000 in cash, respectively.

        On July 5, 2011, Wowo Group Limited issued 7,923,246, 5,133,946, 4,398,225, and 1,026,789 Series A-2 Preferred Shares to Mr. Yongming Zhang, Besto Holdings Limited, Mr. Xiangqing Lin and Mr. David Tse Young Chou, respectively, for total consideration of US$7,716,526, US$5,000,000, US$4,283,474, and US$1,000,000 in cash, respectively.

        On February 29, 2012, Wowo Limited issued 7,321,793, 7,321,793, 1,220,229, 976,239, 7,321,793, 2,440,598, 2,684,657 and 1,220, 299 Series B Preferred Shares to CDH Barley Limited, Besto Holdings Limited, Zero2IPO China Fund II L.P., Mr. David Tse Young Chou, New Field Worldwide Ltd., NEO Power Ltd., Blue Ivy Holdings Limited, Tianyou Investment Limited, respectively, for a total consideration of US$12.5 million. On the same day, as a part of the anti-dilution adjustment, the Company issued 6,713,384 Series A-1 Preferred Shares to its Series A investor, Zero2IPO China Fund II L.P. and 2,827,616, 42,414,248, 7,069,041, 10,909,688, 1,413,809 and 6,056,011 Series A-2 Preferred Shares to its Series A-2 investors Zero2IPO China Fund II, L.P., CDH Barley Limited, Besto Holdings Limited, Mr. Yongming Zhang, Mr. David Tse Young Chou and Mr. Xianqing Lin, respectively, for no consideration.

Option granted

        As of September 30, 2014, we have granted to certain of our directors, officers, and employees options to purchase an aggregate of 69,113,720 ordinary shares. See "Management—Share Incentive Plan".

Exempted Company

        We are an exempted company with limited liability under the Companies Law of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

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an exempted company's register of members is not open to inspection;

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•

an exempted company does not have to hold an annual general meeting;

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an exempted company may issue no par value, negotiable or bearer shares;

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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

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an exempted company may register as a limited duration company; and

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an exempted company may register as a segregated portfolio company.

        "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, we currently intend to comply with the Nasdaq Listing Rules in lieu of following home country practice after the closing of this offering. The Nasdaq Listing Rules require that every company listed on the Nasdaq Global Market hold an annual general meeting of shareholders. In addition, our [third] amended and restated articles of association allow directors to call an extraordinary general meeting of shareholders pursuant to the procedures set forth in our [third] amended and restated articles of association.

Differences in Corporate Law

        The Companies Law is derived, to a large extent, from the Older Companies Acts of England but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States.

Mergers and Similar Arrangements

        The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) "merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a "consolidation" means the combination of two or more constituent companies into a combined company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject

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to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

        In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the Grand Court can be expected to approve the arrangement if it determines that:

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the statutory provisions as to the required majority vote have been met;

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the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

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the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

        When a takeover offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

        If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders' Suits

        In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

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a company acts or proposes to act illegally or ultra vires;

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the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

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those who control the company are perpetrating a "fraud on the minority".

Indemnification of Directors and Executive Officers and Limitation of Liability

        Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our [third] amended and restated

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memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our [third] amended and restated memorandum and articles of association.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

        Some provisions of our [third] amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

        However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

Directors' Fiduciary Duties

        As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

        In addition, directors of a Cayman Islands company must not place themselves in a position in which there is a conflict between their duty to the company and their personal interests. However, this obligation may be varied by the company's articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board. Our [third] amended and restated memorandum and articles of association provides that a director with an interest (direct or indirect) in a contract or arrangement or proposed contract or arrangement with the company must declare the nature of his interest at the meeting of the board of directors at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the board of directors after he is or has become so interested.

        A general notice may be given at a meeting of the board of directors to the effect that (i) the director is a member/officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice in writing be made with that company or firm; or (ii) he is to be regarded as interested in any contract or arrangement which may after the

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date of the notice in writing to the board of directors be made with a specified person who is connected with him, will be deemed sufficient declaration of interest. Following the disclosure being made pursuant to our [third] amended and restated memorandum and articles of association and subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of Nasdaq, and unless disqualified by the chairman of the relevant board meeting, a director may vote in respect of any contract or arrangement in which such director is interested and may be counted in the quorum at such meeting. However, even if a director discloses his interest and is therefore permitted to vote, he must still comply with his duty to act bona fide in the best interest of our company.

        In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Shareholder Proposals

        Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

        There are no statutory requirements under Cayman Islands law allowing our shareholders to requisition a shareholders' meeting. However, under our [third] amended and restated articles of association, on the requisition of shareholders representing not less than 30% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings. However, our [third] amended and restated articles of association require us to call such meetings every year.

Cumulative Voting

        Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. As permitted under Cayman Islands law, our [third] amended and restated articles of association do not

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provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

        Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our [third] amended and restated articles of association, directors may be removed by an ordinary resolution of shareholders.

Transactions with Interested Shareholders

        The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

        Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

        Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

        Under the Companies Law of the Cayman Islands and our [third] amended and restated articles of association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

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Variation of Rights of Shares

        Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our [third] amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents

        Under the Delaware General Corporation Law, a corporation's certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under Cayman Islands law, our [third] amended and restated memorandum and articles of association may only be amended by a special resolution of our shareholders.

Rights of Non-Resident or Foreign Shareholders

        There are no limitations imposed by our [third] amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our [third] amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

        Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

Registration Rights Under Investors' Rights Agreement

        Pursuant to our shareholders' agreement entered into in February 2012, we have granted certain registration rights to holders of our registrable securities, which include our Series A-1, A-2 and B preferred shares and ordinary shares convertible from our preferred shares. Set forth below is a description of the registration rights granted under this agreement.

        Demand Registration Rights.    Holders of at least 20% of the registrable securities then outstanding have the right to demand that we file a registration statement covering the offer and sale of their securities. We, however, are not obligated to effect a demand registration if, among other things, we have already effected three demand registrations. We have the right to defer filing of a registration statement for up to 90 days upon reception of request from the initiating holders if our board of directors determine in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Piggyback Registration Rights.    If we propose to file a registration statement in connection with a public offering of securities of our company other than relating to any employee benefit plan or corporate reorganization, then we must offer each holder of the registrable securities the opportunity to include all or any part of their shares in the registration statement. We must use our reasonable best efforts to cause the underwriters in any underwritten offering to permit any such shareholder who so

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requests to include their shares. Such requests for registrations are not counted as demand registrations.

        Form F-3 Registration Rights.    When we are eligible for use of Form F-3, holders of at least 20% of the registrable securities then outstanding have the right to request in written form that we file a registration statement under Form F-3. We, however, are not obligated to effect a registration on Form F-3 if, among other things, we have already effected a registration within any six-month period preceding the date of the registration request. We have the right to defer filing of a registration statement for up to 90 days upon receipt of request from the initiating holders if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Expenses of Registration.    We will pay all expenses relating to any demand, piggyback or Form F-3 registration, except for underwriting discounts and commissions relating to the sale of registrable securities, unless, subject to a few exceptions, a registration request is subsequently withdrawn at the request of the holders of registrable securities.

        Termination of Our Obligation.    Notwithstanding the foregoing, we will have no obligations to effect the demand registration, piggyback registration and Form F-3 registration with respect to any registrable securities proposed to be sold by a holder of registrable securities in a registered public offering (i) two years after the consummation of a qualified initial public offering, or (ii) if, in the opinion of our counsel, all such registrable securities proposed to be sold by a holder may then be sold without registration in any 90 day period pursuant to Rule 144 under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

        [Citibank, N.A.] has agreed to act as the depositary bank for the American Depositary Shares. [Citibank's] depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary bank. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs". The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is [Citibank, N.A.—Hong Kong, located at 10/F, Harbour Front (II), 22, Tak Fung Street, Hung Hom, Kowloon, Hong Kong].

        We have appointed [Citibank] as depositary bank pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov). Please refer to Registration Number 333-            when retrieving such copy.

        We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.

        Each ADS represents the right to receive, and to exercise the beneficial ownership interests in,            ordinary shares that are on deposit with the depositary bank and/or custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary bank or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. The custodian, the depositary bank and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary bank, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary bank, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary bank, and the depositary bank (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms of the deposit agreement.

        If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary bank. As an ADS holder you appoint the depositary bank to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

        In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary bank, the custodian, us or

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any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary bank will hold on your behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the ordinary shares represented by your ADSs through the depositary bank only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.

        As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary bank in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary bank (commonly referred to as the "direct registration system", or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary bank. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary bank to the holders of the ADSs. The direct registration system includes automated transfers between the depositary bank and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder". When we refer to "you", we assume the reader owns ADSs and will own ADSs at the relevant time.

        The registration of the ordinary shares in the name of the depositary bank or the custodian shall, to the maximum extent permitted by applicable law, vest in the depositary bank or the custodian the record ownership in the applicable ordinary shares with the beneficial ownership rights and interests in such ordinary shares being at all times vested with the beneficial owners of the ADSs representing the ordinary shares. The depositary bank or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited property.

Dividends and Distributions

        As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction the applicable fees, taxes and expenses.

Distributions of Cash

        Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary bank will arrange for the funds to be converted into U.S. dollars and for the

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distribution of the U.S. dollars to the holders, subject to the laws and regulations of the Cayman Islands.

        The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary bank will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

        The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary bank will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary bank holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

        Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary share ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

        The distribution of new ADSs or the modification of the ADS-to-ordinary share ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary bank may sell all or a portion of the new ordinary shares so distributed.

        No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary bank does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

Distributions of Rights

        Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary bank and we will assist the depositary bank in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

        The depositary bank will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary bank is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.

        The depositary bank will not distribute the rights to you if:

•

We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

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•

We fail to deliver satisfactory documents to the depositary bank; or

•

It is not reasonably practicable to distribute the rights.

        The depositary bank will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary bank is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

        Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary bank and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary bank in determining whether such distribution is lawful and reasonably practicable.

        The depositary bank will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary bank will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

        If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in the Cayman Islands would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

        Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the depositary bank in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary bank in determining whether such distribution to holders is lawful and reasonably practicable.

        If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will distribute the property to the holders in a manner it deems practicable.

        The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary bank may sell all or a portion of the property received.

        The depositary bank will not distribute the property to you and will sell the property if:

•

We do not request that the property be distributed to you or if we ask that the property not be distributed to you; or

•

We do not deliver satisfactory documents to the depositary bank; or

•

The depositary bank determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

        Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary bank in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary bank will provide notice of the redemption to the holders.

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        The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary bank will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary bank. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary bank may determine.

Changes Affecting Ordinary Shares

        The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets of the Company.

        If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary bank may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary bank may not lawfully distribute such property to you, the depositary bank may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs Upon Deposit of Ordinary Shares

        Upon completion of this offering, the ordinary shares being offered pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will issue ADSs to the underwriters named in this prospectus.

        After the completion of this offering, the ordinary shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary bank will issue ADSs to the underwriters named in this prospectus.

        After the closing of this offer, the depositary bank may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary bank will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and Cayman Islands legal considerations applicable at the time of deposit.

        The issuance of ADSs may be delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary bank will only issue ADSs in whole numbers.

        When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary bank. As such, you will be deemed to represent and warrant that:

•

The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

•

All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.

•

You are duly authorized to deposit the ordinary shares.

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•

The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement).

•

The ordinary shares presented for deposit have not been stripped of any rights or entitlements.

        If any of the representations or warranties are incorrect in any way, we and the depositary bank may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

        As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary bank and also must:

•

ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;

•

provide such proof of identity and genuineness of signatures as the depositary bank deems appropriate;

•

provide any transfer stamps required by the State of New York or the United States; and

•

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

        To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary bank with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Ordinary Shares Upon Cancellation of ADSs

        As a holder, you will be entitled to present your ADSs to the depositary bank for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares held in respect of the ADSs may be limited by U.S. and Cayman Islands considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary bank the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

        If you hold ADSs registered in your name, the depositary bank may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary bank may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary bank receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary bank will only accept ADSs for cancellation that represent a whole number of securities on deposit.

        You will have the right to withdraw the securities represented by your ADSs at any time except for:

•

Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

•

Obligations to pay fees, taxes and similar charges.

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•

Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

        The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

        As a holder, you generally have the right under the deposit agreement to instruct the depositary bank to exercise the voting rights for the ordinary shares represented by your ADSs. The voting rights of holders of ordinary shares, see "Description of Share Capital—Voting Rights".

        At our request, the depositary bank will distribute to you any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary bank to exercise the voting rights of the securities represented by ADSs.

        If the depositary bank timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder's ADSs as follows:

•

In the event of voting by show of hands, the depositary bank will vote (or cause the custodian to vote) all ordinary shares held on deposit at that time in accordance with the voting instructions received from a majority of holders of ADSs who provide timely voting instructions.

•

In the event of voting by poll, the depositary bank will vote (or cause the Custodian to vote) the ordinary shares held on deposit in accordance with the voting instructions received from the holders of ADSs.

        Securities for which no voting instructions have been received will not be voted (except as otherwise contemplated herein). Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner.

Fees and Charges

        As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:

Service	Fees
• Issuance of ADSs upon deposit of shares (excluding issuances as a result of distributions of shares)	Up to US$0.05 per ADS issued
• Cancellation of ADSs	Up to US$0.05 per ADS canceled
• Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements)	Up to US$0.05 per ADS held
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs	Up to US$0.05 per ADS held
• Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares)	Up to US$0.05 per ADS held
• ADS Services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

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        As an ADS holder you will also be responsible to pay certain charges such as:

•

taxes (including applicable interest and penalties) and other governmental charges;

•

the registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively;

•

certain cable, telex and facsimile transmission and delivery expenses;

•

the expenses and charges incurred by the depositary bank in the conversion of foreign currency;

•

the fees and expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, ADSs and ADRs; and

•

the fees and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the servicing or delivery of deposited property.

        ADS fees and charges payable upon (i) deposit of ordinary shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and withdrawal of ordinary shares are charged to the person to whom the ADSs are delivered (in the case of ADS issuances) and to the person who delivers the ADSs for cancellation (in the case of ADS cancellations). In the case of ADSs issued by the depositary bank into DTC or presented to the depositary bank via DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs or the DTC participant(s) surrendering the ADSs for cancellation, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs.

        In the event of refusal to pay the depositary bank fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary bank fees from any distribution to be made to the ADS holder.

        Certain ADS fees and charges (such as the ADS service fee may become payable shortly after the closing of the ADS offering. Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary bank. You will receive prior notice of such changes.

        The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.

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Amendments and Termination

        We may agree with the depositary bank to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We have the right to direct the depositary bank to terminate the deposit agreement. Similarly, the depositary bank may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary bank must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

        After termination, the depositary bank will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary bank will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary bank will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of Depositary

        The depositary bank will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

        The depositary bank will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

        The deposit agreement limits our obligations and the depositary bank's obligations to you. Please note the following:

•

We and the depositary bank are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.

•

The depositary bank disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

•

The depositary bank disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third

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party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

•

We and the depositary bank will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

•

We and the depositary bank disclaim any liability if we or the depositary bank are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•

We and the depositary bank disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit.

•

We and the depositary bank further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

•

We and the depositary bank also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made available to you.

•

We and the depositary bank may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

•

We and the depositary bank also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

•

No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.

Pre-Release Transactions

        Subject to the terms and conditions of the deposit agreement, the depositary bank may issue to broker/dealers ADSs before receiving a deposit of ordinary shares or release ordinary shares to broker/dealers before receiving ADSs for cancellation. These transactions are commonly referred to as "pre-release transactions", and are entered into between the depositary bank and the applicable broker/dealer. The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the ordinary shares on deposit in the aggregate) and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary bank may retain the compensation received from the pre-release transactions.

Taxes

        You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary bank and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

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        The depositary bank may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary bank and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary bank and to the custodian proof of taxpayer status and residence and such other information as the depositary bank and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary bank and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

        The depositary bank will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

        If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary bank may take the following actions in its discretion:

•

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

•

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•

Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury Trial

        The deposit agreement and the ADRs will be interpreted in accordance with the laws of the State of New York. The rights of holders of ordinary shares (including ordinary shares represented by ADSs) is governed by the laws of the Cayman Islands.

        AS A PARTY TO THE DEPOSIT AGREEMENT, YOU WAIVE YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THE DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY BANK.

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SHARES ELIGIBLE FOR FUTURE SALES

        Upon closing of this offering, we will have        ADSs outstanding representing approximately    % of our ordinary shares. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

        Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or ADSs, and while our application has been made to list our ADSs on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by ADSs.

Lock-up Agreements

        We, our directors, executive officers, existing shareholders and certain option holders have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or our other existing shareholders or certain option holders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

        All of our ordinary shares outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

        In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•

1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately            shares immediately after this offering, or            shares if the underwriters exercise in full their option to purchase additional ADSs; and

•

the average weekly trading volume of our ADSs on the Nasdaq Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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        Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of such a sale. Pursuant to Rule 144, the 226,105,708 ordinary shares owned by Maodong Xu and an aggregate of 23,315,392 ordinary shares owned by members of our management cannot be sold without registration under the Security Act before January 11, 2012 and January 19, 2012, respectively.

        Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act. Pursuant to Rule 144, the 30,803,678 ordinary shares owned by CDH Barley Limited and the 7,923,246 ordinary shares owned by Yongming Zhang on an as-converted basis may not be sold without registration under the Security Act before December 17, 2011 and January 7, 2012, respectively.

Rule 701

        Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

        Upon closing of this offering, the holders of            of our ordinary shares or their transferees will be entitled to request that we register their ordinary shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Registration Rights Under Investors' Rights Agreement".

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TAXATION

The following is a general summary of the material Cayman Islands, People's Republic of China and U.S. federal income tax consequences relevant to an investment in our ADSs and ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Maples and Calder, our Cayman Islands legal counsel. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of B&D Law Firm, our PRC legal counsel. To the extent that the discussion states definitive legal conclusions under United States federal income tax law as to the material United States federal income tax consequences of an investment in the ADSs or our Class A ordinary shares, and subject to the qualifications herein, it represents the opinion of Jones Day, our special United States counsel. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and ordinary shares.

Cayman Islands Taxation

        The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies. The Cayman Islands is not party to any double tax treaties applicable to any payments made by or to our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People's Republic of China Taxation

        We are a holding company incorporated in the Cayman Islands and our only source of income is dividends from our Hong Kong subsidiary which originated from our PRC subsidiary. The New EIT Law and the Implementation Rules, both of which became effective on January 1, 2008, provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its foreign investor, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. To be eligible for treaty benefits, the recipient of income must be its beneficial owner. The State Administration of Taxation promulgated Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601 a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. Therefore, there is no assurance whether our Hong Kong subsidiary will be eligible for the treaty benefits in respect of the dividends paid by our PRC subsidiary under the tax treaty between Hong Kong and the PRC.

        Under the New EIT Law, enterprises established under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered to be PRC resident enterprises for tax purposes. If we are considered a PRC resident enterprise under the above definition and if dividends from Wowo Shijie are not excluded from our taxable income, then our global income

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will be subject to PRC enterprise income tax at the rate of 25%. See "Risk Factors—Risks Relating to Doing Business in China—Under the PRC enterprise income tax law, we could be classified as a "resident enterprise" of China. Such classification could result in unfavorable tax consequences to us and our non-PRC shareholders".

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC tax at a rate of up to 10% (20% in the case of individuals), subject to the provisions of any applicable tax treaty. Generally, under the income tax treaty between the PRC and the United States, dividends paid by a PRC enterprise to its U.S. shareholders or ADS holders will be subject to withholding tax at a rate of no more than 10%. There is no income tax treaty between the PRC and the Cayman Islands. The PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to offshore entities that are treated as resident enterprises for PRC enterprise income tax purposes.

        Pursuant to SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. See "Risk Factors-Risks Relating to Doing Business in China-We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies".

British Virgin Islands Taxation

        A British Virgin Islands business company is exempt from all provisions of the Income Tax Act of the British Virgin Islands (including with respect to any tax or withholding tax on dividends, interests, rents, royalties, compensations and other amounts payable by the company to persons who are not persons resident in the British Virgin Islands). Capital gains realized with respect to any shares, debt obligations or other securities of the company by persons who are not persons resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act of the British Virgin Islands.

        No estate, inheritance, succession or gift tax is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the company.

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        A British Virgin Islands business company is required to pay an annual government fee which is determined by reference to the amount of shares the company is authorized to issue.

Material United States Federal Income Tax Considerations

        The following summary describes the material United States federal income tax consequences to United States Holders (as defined below) of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, this summary deals only with ordinary shares and ADSs held as capital assets. As used herein, the term "United States Holder" means a beneficial owner of an ordinary share or ADS that is for United States federal income tax purposes:

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an individual citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

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a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This summary does not represent a detailed description of all of the United States federal income tax consequences that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

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a dealer in securities or currencies;

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a financial institution of certain types;

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a regulated investment company;

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a real estate investment trust;

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an insurance company;

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a tax-exempt organization;

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a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

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a trader in securities that has elected the mark-to-market method of accounting for your securities;

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a person liable for alternative minimum tax;

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a person who owns or is deemed to own 10% or more of our voting stock;

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a partnership or other pass-through entity for United States federal income tax purposes; or

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a person whose "functional currency" is not the United States dollar.

        The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final and proposed regulations thereunder, rulings and judicial decisions as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary

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is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

        If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the United States federal income tax consequences that may be applicable to you in light of your particular circumstances and, except as set forth below with respect to PRC tax considerations, does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our ordinary shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

        The United States Treasury has expressed concerns that intermediaries in the chain of ownership between the holders of American depositary shares and the issuer of the securities underlying the American depositary shares may be taking actions (including the pre-release of American depositary shares) that are inconsistent with the claiming of foreign tax credits by United States holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by non-corporate holders. Accordingly, the analysis of the creditability of PRC taxes and the availability of the reduced tax rate for dividends received by non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.

ADSs

        If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

        Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of any distributions on the ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, dividends received in taxable years beginning before January 1, 2013 from a qualified foreign corporation generally will be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on ordinary shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. We have applied to list the ADSs on the Nasdaq Global Market. Provided that the listing is approved, United States Treasury Department guidance indicates that our ADSs will be readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for the reduced tax rate. Since we do not expect that our ordinary shares will be listed on an established securities market, we do not believe that dividends that we pay on our ordinary shares that are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market

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in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we believe we would be eligible for the benefits of the income tax treaty between the United States and the PRC (including any protocol thereunder), or the Treaty, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs or are readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation. For discussion regarding whether we may be classified as a PRC resident enterprise, see "Taxation—People's Republic of China Taxation". Even if dividends would be treated as paid by a qualified foreign corporation, non-corporate United States Holders will not be eligible for reduced rates of taxation if they do not hold our ADSs or ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or if such United States Holders elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

        Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a passive foreign investment company, or PFIC, for United States federal income tax purpose for the taxable year in which such dividends are paid or for the preceding taxable year.

        In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. See "Taxation—People's Republic of China Taxation". In that case, PRC withholding taxes on dividends, to the extent not exceeding any applicable rate under the Treaty, generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as foreign-source income and will generally constitute passive category income. Furthermore, if you have not held the ADSs or ordinary shares for more than 15 days during the 31-day period beginning 15 days before the ex-dividend date (during which you are not protected from risk of loss), or are obligated to make payments related to the dividends, you generally will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

        To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or ordinary shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to calculate our earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

        Distributions of ADSs, ordinary shares or rights to subscribe for ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

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Passive Foreign Investment Company

        In general, we will be a PFIC for any taxable year in which:

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at least 75% of our gross income is passive income, or

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at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

        For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Furthermore, cash is categorized as a passive asset and our goodwill is generally taken into account unless, for United States federal income tax purposes, we are a "controlled foreign corporation", or CFC, that is not a "publicly traded corporation for the taxable year". If we are a CFC for the 2011 taxable year (which we believe will be the case), it is not clear whether we will be treated as a "publicly traded corporation for the taxable year" as a result of this offering for 2011 and, accordingly, the extent, if any, that our goodwill (or any portion thereof) may be taken into account for the 2011 taxable year is also unclear. We anticipate, however, that we will qualify as a "publicly traded corporation" for the 2012 taxable year and future taxable years and therefore we would be able to take into account our goodwill for such taxable years. In estimating the value of our goodwill, we generally take into account our anticipated market capitalization. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income.

        We do not believe we were a PFIC for our most recent taxable year. However, in light of our significant cash balances (taking into account the expected proceeds from this offering) and, as discussed above, the uncertainty as to the extent, if any, that our goodwill may be taken into account for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, and subject to the uncertainty regarding the treatment of our contractual arrangements with our consolidated affiliated entities (discussed below), we presently do not anticipate that we will be a PFIC based upon the expected composition of our income and assets and the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering). The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC for the 2012 taxable year or any future taxable year due to changes in our asset or income composition or the value of our assets. Because the value of our assets may be determined by reference to our market capitalization, and because the market price of our ADSs may be volatile, a decrease in the price of our ADSs may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we spend the cash raised in this offering. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. In addition, it is not entirely clear how the contractual arrangements between us and our consolidated affiliated entities will be treated for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, and you will be subject to the special tax rules discussed below, except if you have made a mark-to-market election as discussed below. However, if we are a PFIC for any taxable year (such as the 2011 taxable year) and subsequently cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election, or a Purging Election, to recognize gain (but not loss) in the manner described below as if your ADSs or ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. After the Purging Election, your ADSs or ordinary shares will not be treated as shares in a PFIC unless we subsequently

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become a PFIC. You are urged to consult your own tax advisors about the availability of this election, and whether making the election would be advisable in your particular circumstances.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a Purging Election or pledge, of ADSs or ordinary shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

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the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC with respect to you, will be treated as ordinary income, and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or ordinary shares in any year in which we are classified as a PFIC. In addition, under recently enacted legislation, if you hold ADSs or ordinary shares in any year in which we are a PFIC, you are required to file an annual report containing such information as the U.S. Treasury may require.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

        In lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election would be available to holders of ADSs if the ADSs are listed on the Nasdaq Global Market, which constitutes a qualified exchange, and are "regularly traded" for purposes of the mark-to-market election (for which no assurance can be given). It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on the Nasdaq Global Market. Consequently, if you are a holder of ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.

        If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

        Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the

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Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

        A U.S. investor in a PFIC generally can mitigate the consequences of the rules described above by electing to treat the PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

        We expect to file annual reports on Form 20-F with the U.S. Securities and Exchange Commission in which we will indicate whether or not we believe we were a PFIC for the relevant year. We do not intend to make any other annual determination or otherwise notify you regarding our status as a PFIC for any taxable year. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

        For United States federal income tax purposes you will recognize taxable gain or loss on any sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Subject to the discussion under "—Passive Foreign Investment Company" above, such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

        Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty and, accordingly, you may be able to credit the PRC tax against your United States federal income tax liability. If you are not eligible for the benefits of the Treaty or you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. You will be eligible for the benefits of the Treaty if, for purposes of the Treaty, you are a resident of the United States, and you meet other factual requirements specified in the Treaty. Because qualification for the benefits of the Treaty is a fact-intensive inquiry which depends upon the particular circumstances of each investor, you are specifically urged to consult your tax advisors regarding your eligibility for the benefits of the Treaty. You are also urged to consult your tax advisor regarding the tax consequences if PRC tax is imposed on gain on a disposition of our ordinary shares or ADSs, including the availability of the foreign tax credit and the election to treat any gain as PRC source under your particular circumstances.

Information Reporting and Backup Withholding

        In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

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        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

        Under the recently enacted Hiring Incentives to Restore Employment Act of 2010, individuals that own "specified foreign financial assets" with an aggregate value in excess of US$50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons; (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties; and (iii) interests in foreign entities. United States Holders who are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of ADSs or ordinary shares.

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UNDERWRITING

        Axiom Capital Management, Inc. is the underwriter of the offering. We have entered into an underwriting agreement dated                         , 2015 with the underwriter. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell and the underwriter has agreed to sell on our behalf, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this Prospectus, up to                        shares of ADSs.

        The offering will be made on a best-efforts basis such that the underwriter is required, subject to certain conditions, to take and pay for only such ADSs as it may sell to the public. The obligations of the underwriter may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriter's obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriter of officers' certificates and legal opinions.

        The underwriter proposes to offer the ADSs directly to the public at the public offering price set forth on the cover page of this Prospectus and to certain dealers that are members of the Financial Industry Regulatory Authority, or FINRA, at that price less a concession not in excess of $ per ADS. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per ADS from the public offering price. After the public offering of the shares, the offering price and other selling terms may be changed by the underwriter.

Overallotment Option

        We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this Prospectus, permits the underwriters to sell up to an additional            ADSs (15% of the ADSs sold in this Offering) from us to cover over-allotments, if any. If the underwriters exercise all or part of this option, they will purchase ADSs covered by the option at the public offering price that appears on the cover page of this Prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $            and the total net proceeds to us, before expenses, will be $            .

Discounts, Commissions and Expense Reimbursement

        The following table shows the per ADS and total public offering price, underwriting discounts and commissions to be paid to the underwriters by us, and proceeds to us, before expenses. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

	Per ADS	Total without Over-Allotment Option	Total with Over-Allotment Option
Public offering price	$	$	$
Underwriting discounts and commissions (6.5%), paid by us	$	$	$
Underwriting discounts and commissions (3.5%), paid by selling stockholder	$	$	$
Proceeds to us, before expenses	$	$	$
Proceeds to selling stockholder, before expenses	$	$	$

        We have agreed to reimburse the underwriters for all reasonable fees and expenses of the underwriters' legal counsel and for all reasonable travel and out-of-pocket expenses incurred in connection. We have agreed to pay the underwriters' other expenses relating to the Offering in an

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aggregate amount that fully complies with FINRA Rule 5110(f)(2)(B). We estimate that the total expenses of this Offering, excluding the total underwriting discount, will be approximately $            .

Discretionary Accounts.

        The underwriters have informed us that they do not intend to make sales to any accounts over which they have discretionary authority.

Warrants

        We have agreed to issue to the underwriters and to register herein warrants to purchase up to a total of            ADSs (equal to 7% of the gross proceeds of this Offering, including the over-allotment) and to also register herein such underlying ADSs. The warrants will be exercisable at any time, and from time to time, in whole or in part, commencing six months from the effective date of the Offering and expiring three years from the effective date of the Offering. The warrants are exercisable at a per ADS price equal to 100% of the public offering price per ADS in the Offering. The warrants are also exercisable on a cashless basis. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The underwriters (or permitted assignees under FINRA Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the Offering. In addition, the warrants provide for registration rights upon request, in certain cases. The piggyback registration right provided will not be greater than seven (7) years commencing 180 days from the effective date of the Offering in compliance with FINRA Rule 5110(f)(2)(G)(v). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of ADSs issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying ADSs will not be adjusted for issuances of ADSs at a price below the warrant exercise price.

Indemnification and Other Matters

        We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof. We have also granted the underwriters a right of first refusal to provide investment banking services to us in matters relating to our equity securities for which investment banking services are sought by us, in compliance with FINRA Rule 5110(f)(2)(E). The underwriters and their affiliates may also provide from time to time in the future certain financial advisory, investment banking and other services for us and our affiliates in the ordinary course of their business, for which they may receive customary fees and commissions. From time to time, the underwriters and their affiliates may affect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Lock-Up

        We, our executive officers and directors, and certain of our significant stockholders (with respect to        % of the ADSs or ordinary shares owned by such significant stockholders), have agreed with the underwriters, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any ADSs or ordinary shares, or any options or warrants to purchase any ADSs or ordinary shares, or any securities convertible into or exercisable

189

or exchangeable for or that represent the right to receive ADSs or ordinary shares during the period from the date of this Prospectus continuing through the date 180 days after the date of this Prospectus, except with the prior written consent of the underwriters.

        The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 10-day restricted period. In either case, the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Stabilization

        In connection with the Offering, the underwriters may purchase and sell ADSs in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in the Offering. Short sales may be "covered" shorts or may be "naked" shorts. The underwriters may close out any covered short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchase in this Offering. To the extent that the underwriters create a naked short position, they will purchase ADSs in the open market to cover the position. Stabilizing transactions consist of various bids for or purchases of ADSs made by the underwriters in the open market prior to the consummation of the Offering.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our ADSs. As a result, the price of our ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on The NASDAQ Capital Market, in the over-the-counter market or otherwise.

Determination of Offering Price

        Prior to this Offering, there has been no public market for our ADSs. The principal factors considered in determining the initial public offering price include:

•

the information presented in this Prospectus and otherwise available to the underwriters;

•

our past and present operations;

•

our historical results of operations;

•

our current financial condition and results of operations;

•

our prospects for future business and earning potential;

•

our management;

•

the recent market prices of, and the demand for, publicly traded securities of generally comparable companies;

•

the history and prospects for the industry in which we compete;

•

the general condition of the securities markets at the time of this Offering;

190

•

the market capitalization and stages of development of other companies which we and the representatives believe to be comparable to us; and

•

other factors deemed to be relevant.

        We cannot offer any assurance that the offering price corresponds to the price at which the ADSs will trade in the public market subsequent to the Offering or that an active trading market for the ADSs will develop and continue after the Offering.

Passive Market Making

        In connection with this Offering, the underwriters may engage in passive market making transactions in our ADSs on the The Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before commencement of offers or sales of the ADSs and extending through completion of the distribution. A passive market maker must display their bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, then that bid must then be lowered when specified purchase limits are exceeded.

Electronic Offer, Sale and Distribution of Securities

        A prospectus in electronic format may be delivered to potential investors by the underwriters. The prospectus in electronic format will be identical to the paper version of such prospectus. Other than the prospectus in electronic format, the information on the underwriters' websites and any information contained in any other websites maintained by the underwriters is not part of the prospectus or the registration statement of which this Prospectus forms a part.

Sales Outside the U.S.

        No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this Prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and none of this Prospectus or any other offering material or advertisements in connection with the ADSs may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction. The underwriters may arrange to sell ADSs offered hereby in certain jurisdictions outside the United States, either directly or indirectly or through affiliates, where they are permitted to do so.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, with effect from and including the date on which the Prospectus Directive is implemented in that Member State, an offer of securities may not be made to the public in that Member State, other than:

a)

to any legal entity that is a qualified investor as defined in the Prospectus Directive;



b)

to fewer than 100 or, if that Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than "qualified investors" as defined in the Prospectus Directive) subject to obtaining the prior consent of the representative; or

191

c)

in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive; provided that no such offer of securities shall require us or any underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of the above, the expression an "offer of securities to the public" in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in that Member State), and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in that Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        This Prospectus and any other material in relation to the ADSs described herein is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive ("qualified investors") that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The ADSs are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such ADSs will be engaged in only with, relevant persons. This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this Prospectus or any of its contents.

Hong Kong

        The ADSs may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571 Laws of Hong Kong) and any rules made thereunder.

People's Republic of China

        This Prospectus has not been and will not be circulated or distributed in the PRC, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan, and the special administrative regions of Hong Kong and Macau.

192

Singapore

        This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire ADS capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, ADSs, debentures and units of ADSs and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the ADSs under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

        The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Switzerland

        The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the Offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the Offering, the Company, or the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

193

Notice to Prospective Investors in the Dubai International Financial Centre

        This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This Prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Prospectus nor taken steps to verify the information set forth herein and has no responsibility for the Prospectus. The ADSs to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this Prospectus you should consult an authorized financial advisor.

194

EXPENSES RELATED TO THIS OFFERING

        Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

SEC registration fee	US$
Nasdaq Global Market listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
Total	US$

        These expenses will be borne by us, except for underwriting discounts and commissions, which will be borne by us in proportion to the numbers of ADSs sold in the offering by us.

195

LEGAL MATTERS

        We are being represented by Jones Day with respect to legal matters of United States federal securities and New York State law. Certain legal matters of United States federal securities and New York State law in connection with this offering will be passed upon for the underwriters by DLA Piper LLP (US). The validity of the ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder. Certain legal matters as to PRC law will be passed upon for us by B & D Law Firm.

EXPERTS

        The financial statements as of December 31, 2012 and 2013, and for each of the two years in the period ended December 31, 2013 and the related financial statement schedule included in the prospectus, have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and financial statement schedule and includes an explanatory paragraph referring to the ability to continue as a going concern). Such financial statements and financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The office of Deloitte Touche Tohmatsu Certified Public Accountants LLP is located at 8/F, W2 Tower, The Towers, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, the People's Republic of China.

196

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

        Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC's web site at www.sec.gov.

        As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

197

WOWO LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

CONTENTS	PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND 2013		F-3 - F-4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013		F-5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013		F-6
CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013		F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013		F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013		F-9 - F-45
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I		F-46 - F-51

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

CONTENTS	PAGE(S)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2014		F-52 - F-53
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014		F-54
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014		F-55
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014		F-56
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014		F-57
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014		F-58 - F-77

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WOWO LIMITED

        We have audited the accompanying consolidated balance sheets of Wowo Limited (the "Company"), its subsidiaries, its variable interest entities ("VIEs"), and its VIEs' subsidiaries (collectively, the "Group") as of December 31, 2012 and 2013, and the related consolidated statements of operations, comprehensive loss, changes in deficit, and cash flows for each of the two years in the period ended December 31, 2013, and the related financial statement schedule included in Schedule I. These financial statements and financial statement schedule are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2012 and 2013, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013, in conformity with the accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Group's recurring losses from operations and shareholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Beijing, the People's Republic of China
August 8, 2014

F-2

WOWO LIMITED

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share and per share data)

	December 31, 2012		December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	4,247,374	$	419,305
Restricted cash		2,500,000		—
Accounts receivable, net		1,037,959		1,722,001
Prepaid expenses and other current assets		3,711,853		9,494,511
Amounts due from related parties		255,558		3,799
Total current assets		11,752,744		11,639,616
Property and equipment, net		5,347,138		4,085,945
Acquired intangible assets, net		2,457,702		—
Goodwill		7,433,142		7,649,731
Total assets		26,990,726		23,375,292
Current liabilities:
Short-term loan (including short-term loan of the consolidated VIE entities without recourse to Wowo Limited of nil and $1,651,880 as of December 31, 2012 and 2013, respectively)		2,247,154		1,651,880
Accounts payable (including accounts payable of the consolidated VIE entities without recourse to Wowo Limited of $17,269,435 and $13,437,234 as of December 31, 2012 and 2013, respectively)		17,273,124		13,437,234
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE entities without recourse to Wowo Limited of $23,254,826 and $24,118,536 as of December 31, 2012 and 2013, respectively)		26,033,491		26,345,151
Advance from customers (including advance from customers of consolidated VIE entities without recourse to Wowo Limited of $20,999,239 and $28,690,785 as of December 31, 2012 and 2013, respectively)		20,999,239		28,690,785
Amounts due to related parties (including amount due to related parties of the consolidated VIE entities without recourse to Wowo Limited of $699,665 and $26,254,333 as of December 31, 2012 and 2013, respectively)		699,665		26,254,333
Income tax payable (including income tax payable of the consolidated VIE entities without recourse to Wowo Limited of $43,919 and $45,199 as of December 31, 2012 and 2013, respectively)		43,919		45,199
Total current liabilities		67,296,592		96,424,582
Deferred tax liabilities (including deferred tax liabilities of the consolidated VIE entities without recourse to Wowo Limited of $90,048 and nil as of December 31, 2012 and 2013, respectively)		90,048		—
Total liabilities		67,386,640		96,424,582

The accompanying notes are an integral part of these consolidated financial statements.

F-3

WOWO LIMITED

CONSOLIDATED BALANCE SHEETS (Continued)

(In U.S. dollars, except share and per share data)

	December 31, 2012			December 31, 2013
Commitments and contingencies (Note 17)
Mezzanine equity:
Series A-1 convertible redeemable preferred shares ($0.00001 par value; total 20,000,000 preferred shares authorized, 12,202,988 and 12,202,988 shares issued and outstanding, liquidation value $10,055,909 and $10,055,909 as of December 31, 2012 and 2013, respectively)		4,111,914			5,310,921
Series A-2 convertible redeemable preferred shares ($0.00001 par value; total 122,029,877 preferred shares authorized, 122,029,877 and 122,029,877 shares issued and outstanding, liquidation value $100,559,091 and $100,559,091 as of December 31, 2012 and 2013, respectively)		28,072,921			62,409,342
Series B convertible redeemable preferred shares ($0.00001 par value; total 30,507,471 preferred shares authorized, 30,507,471 and 30,507,471 shares issued and outstanding, liquidation value $25,139,774 and $25,139,774 as of December 31, 2012 and 2013, respectively)		14,012,736			16,119,156
Total mezzanine equity		46,197,571			83,839,419
Deficit:
Ordinary shares ($0.00001 par value; 1,928,660,537 shares authorized, 303,886,640 and 303,886,640 shares issued and outstanding as of December 31, 2012 and 2013, respectively)		3,039			3,039
Subscription receivable		(3,000	)		(3,000	)
Additional paid-in capital		43,761,660			7,029,716
Accumulated deficit		(129,033,247	)		(161,205,591	)
Accumulated other comprehensive loss		(1,321,937	)		(2,712,873	)
Total deficit		(86,593,485	)		(156,888,709	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND DEFICIT	$	26,990,726		$	23,375,292

The accompanying notes are an integral part of these consolidated financial statements.

F-4

WOWO LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except share and per share data)

	Years ended December 31,
	2012			2013
Net revenues	$	27,815,399		$	36,253,309
Cost of revenues (including share-based compensation of $14,867 and $8,095 for the years ended December 31, 2012 and 2013, respectively)		7,185,148			6,583,501
Gross profit		20,630,251			29,669,808
Operating expenses:
Marketing (including share-based compensation of $108,913 and $45,327 for the years ended December 31, 2012 and 2013, respectively)		12,487,068			10,426,400
Selling, general and administrative (including share-based compensation of $1,815,546 and $856,482 for the years ended December 31, 2012 and 2013, respectively)		47,010,505			49,280,231
Impairment of intangible assets		—			2,034,791
Total operating expenses		59,497,573			61,741,422
Loss from operations		(38,867,322	)		(32,071,614	)
Interest income		20,560			43,865
Interest expense		(223,801	)		(136,655	)
Other income/(expenses), net		20,299			(89,354	)
(Loss) gain from disposal of VIE and VIE's subsidiaries		(28,878	)		895
Loss before provision for income taxes		(39,079,142	)		(32,252,863	)
Provision for income tax benefits		(68,666	)		(80,519	)
Net loss attributable to Wowo Limited		(39,010,476	)		(32,172,344	)
Accretion for Series A-1 convertible redeemable preferred shares		289,069			1,199,007
Accretion for Series A-2 convertible redeemable preferred shares		15,747,313			34,336,421
Accretion for Series B convertible redeemable preferred shares		1,543,889			2,106,420
Net loss attributable to holders of ordinary shares of Wowo Limited	$	(56,590,747	)	$	(69,814,192	)
Net loss per ordinary shares
Basic	$	(0.18	)	$	(0.23	)
Diluted		(0.18	)		(0.23	)
Net income per Series A-1 preferred shares—Basic		0.03			0.10
Net income per Series A-2 preferred shares—Basic		0.14			0.28
Net income per Series B preferred shares—Basic	$	0.06		$	0.07
Weighted average shares used in calculating net loss per ordinary shares
Basic		310,188,010			303,886,640
Diluted		310,188,010			303,886,640
Weighted average shares used in calculating net loss per
Series A-1 preferred shares		11,151,244			12,202,988
Series A-2 preferred shares		110,937,536			122,029,877
Series B preferred shares		25,659,708			30,507,471

The accompanying notes are an integral part of these consolidated financial statements.

F-5

WOWO LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In U.S. dollars)

	Years ended December 31,
	2012			2013
Net loss	$	(39,010,476	)	$	(32,172,344	)
Other comprehensive loss, net of tax:
Change in cumulative foreign currency translation adjustment		(478,896	)		(1,390,936	)
Comprehensive loss attributable to Wowo Limited's shareholders	$	(39,489,372	)	$	(33,563,280	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

WOWO LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT

(In U.S. dollars, except share and share related data)

	Wowo Limited's deficit
	Ordinary shares															Accumulated other comprehensive loss
							Additional paid-in capital			Subscription receivable			Accumulated deficit						Total deficit
	Shares			Amount
Balance as of January 1, 2012		313,886,640		$	3,139		$	16,321,667		$	(3,000	)	$	(90,022,771	)	$	(843,041	)	$	(74,544,006	)
Repurchase of ordinary shares		(10,000,000	)		(100	)		98			—			—			—			(2	)
Beneficial conversion feature on Series A-1 and Series A-2 convertible redeemable preferred shares		—			—			43,234,050			—			—			—			43,234,050
Accretion for Series A-1, Series A-2 and Series B convertible redeemable preferred shares		—			—			(17,580,271	)		—			—			—			(17,580,271	)
Net loss		—			—			—			—			(39,010,476	)		—			(39,010,476	)
Share-based compensation		—			—			1,939,326			—			—			—			1,939,326
Disposal of VIE		—			—			(153,210	)		—			—			—			(153,210	)
Foreign currency translation adjustment		—			—			—			—			—			(478,896	)		(478,896	)
Balance as of December 31, 2012		303,886,640		$	3,039		$	43,761,660		$	(3,000	)	$	(129,033,247	)	$	(1,321,937	)	$	(86,593,485	)
Accretion for Series A-1, Series A-2 and Series B convertible redeemable preferred shares		—			—			(37,641,848	)		—			—			—			(37,641,848	)
Net loss		—			—			—			—			(32,172,344	)		—			(32,172,344	)
Share-based compensation		—			—			909,904			—			—			—			909,904
Foreign currency translation adjustment		—			—			—			—			—			(1,390,936	)		(1,390,936	)
Balance as of December 31, 2013		303,886,640		$	3,039		$	7,029,716		$	(3,000	)	$	(161,205,591	)	$	(2,712,873	)	$	(156,888,709	)

F-7

WOWO LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Years ended December 31,
	2012			2013
Cash flows from operating activities:
Net loss	$	(39,010,476	)	$	(32,172,344	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		1,939,326			909,904
Depreciation and amortization		2,768,122			2,352,797
Allowance for doubtful advance to suppliers		1,371,650			1,333,519
Impairment of intangible assets		—			2,034,791
Loss (gain) on disposal of VIE and VIE's subsidiaries		28,878			(895	)
Loss from disposal of property and equipment		533,190			123,470
Changes in operating assets and liabilities:
Accounts receivable		718,795			(643,796	)
Prepaid expenses and other current assets		2,284,487			(6,329,424	)
Accounts payable		3,123,431			(4,272,818	)
Advance from customers		5,603,253			6,971,363
Accrued expenses and other current liabilities		6,062,110			1,031,371
Income tax payable		1,508			—
Deferred income taxes		(70,991	)		(91,254	)
Net cash used in operating activities		(14,646,717	)		(28,753,316	)
Cash flows from investing activities:
Purchase of property and equipment		(1,151,470	)		(646,953	)
Payments for acquisition of business (net of cash acquired of nil and nil for the years ended December 31, 2012 and 2013, respectively)		(285,089	)		—
Proceeds from disposal of property and equipment		91,715			—
Proceeds from disposal of VIE and VIE's subsidiaries (net of cash disposed of $3,370 and nil for the years ended December 31, 2012 and 2013, respectively)		900			895
Amounts due from related parties		(664,074	)		211,387
Restricted cash		5,000,000			2,500,000
Net cash provided by investing activities		2,991,982			2,065,329
Cash flows from financing activities:
Proceeds from issuance of Series B convertible redeemable preferred shares (net of issuance cost of $31,153)		12,468,847			—
Amounts due to related parties		1,077,387			24,587,142
Proceeds from short-term loan		—			1,626,610
Proceeds from third party loan		4,397,602			—
Repayments for third party loans		(2,247,075	)		(1,200,438	)
Repayments of borrowings		(3,898,821	)		(2,277,254	)
Net cash provided by financing activities		11,797,940			22,736,060
Effect of exchange rate changes		(226,935	)		123,858
Decrease in cash		(83,730	)		(3,828,069	)
Cash and cash equivalents, beginning of the year		4,331,104			4,247,374
Cash and cash equivalents, end of the year	$	4,247,374		$	419,305
Supplement disclosure of cash flow information:
Income taxes paid	$	817		$	2,727
Interest paid		244,930			136,655

The accompanying notes are an integral part of these consolidated financial statements.

F-8

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Limited ("the Company") was incorporated in Cayman Islands on July 13, 2011. The Company and its subsidiaries, variable interest entities ("VIEs") and VIEs' subsidiaries (the "Group") are primarily engaged in providing the e-commerce platform networking services, focusing on local entertainment and lifestyle services such as restaurants, movie theaters and beauty salons and also allow local merchants to create online stores and make direct sales to their target customers for consumption at their brick and mortar stores in the People's Republic of China ("PRC").

        As of December 31, 2013, details of the Group's subsidiaries, VIEs and VIEs' subsidiaries were as follows:

	Date of acquisition/ incorporation	Place of establishment/ incorporation	Percentage of legal ownership
Subsidiaries:
Wowo Group Limited ("Wowo BVI")	January 11, 2011	British Virgin Islands		100%
		("BVI")
Wowo Mall (China) Ltd. (HK) (formerly named Wowo Holding Limited (HK)) ("Wowo HK")	January 24, 2011	Hong Kong		100%
Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE")	May 19, 2011	PRC		100%
VIEs:
Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan")	December 31, 2010	PRC		N/A
Beijing Kai Yi Shi Dai Network Technology Co., Ltd. ("Kai Yi Shi Dai")	April 1, 2011	PRC		N/A
VIEs' subsidiaries:
Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan")	February 9, 2011	PRC		N/A
Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Wowo Tuan")	February 28, 2011	PRC		N/A
Hunan Wowo Tuan Information Technology Co., Ltd. ("Hunan Wowo Tuan")	March 2, 2011	PRC		N/A
Shenyang Wowo Shijiu Internet Technology Co., Ltd. ("Shenyang Wowo Tuan")	April 1, 2011	PRC		N/A
Langfang Wowo Tuan Internet Technology Co., Ltd. ("Langfang Wowo Tuan")	May 10, 2011	PRC		N/A
Jilin Wowo Tuan Information Technology Co., Ltd. ("Jilin Wowo Tuan")	June 2, 2011	PRC		N/A
Shandong Wowo Mall Information Technology Co., Ltd. ("Shandong Wowo Tuan")	September 25, 2013	PRC		N/A

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution

F-9

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its businesses through the VIEs and VIEs' subsidiaries. To provide the Company control over the VIEs and the rights to them the expected residual returns of the VIEs and VIEs' subsidiaries, WOFE entered into a series of contractual arrangements as described below with the VIEs including Beijing Wowo Tuan, Kai Yi Shi Dai and their shareholders.

        As a result of entering into these contractual agreements, the Company through its wholly owned subsidiary, Wowo Shijie has (1) power to direct the activities of the VIEs that most significantly affect the entity's economic performance and (2) the right to receive economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the Company is considered the primary beneficiary of the VIEs and has consolidated the VIEs' financial results of operations, assets, and liabilities in the Company's consolidated financial statements. The Company also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew the exclusive consulting and services agreements and pay service fees to the Company. The ability to charge service fees in amounts determined at the Company's sole discretion, and by ensuring that the exclusive consulting and services agreements are executed and renewed indefinitely, the Company has the right to receive substantially all of the economic benefits from the VIEs.

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Consulting and Service Agreements.    WOFE and each of Beijing Wowo Tuan and Kai Yi Shi Dai entered into exclusive consulting and service agreements, under which each of Beijing Wowo Tuan and Kai Yi Shi Dai, including its subsidiaries or any companies or entities under its control, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. Beijing Wowo Tuan and Kai Yi Shi Dai shall pay to WOFE service fees determined based on the gross billings of the affiliated consolidated entities on a quarterly basis. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive consulting and service agreements. The fees for such consulting and services are determined at WOFE's discretion. The exclusive consulting and service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive consulting and service agreements shall be extended upon the written confirmation by WOFE before the expiry of thereof, the extended term shall be determined by WOFE. During the term of the exclusive consulting and service agreements, any of the affiliated consolidated entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, other illegal action, bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive consulting and service agreements, the agreements shall be terminated automatically.

F-10

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

•

Agreements that Provide the Company with Effective Control over VIEs

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan and Kai Yi Shi Dai entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan and Kai Yi Shi Dai to WOFE as collateral to secure performance of all obligations of the affiliated consolidated entities and their shareholders under the applicable exclusive consulting and service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan and Kai Yi Shi Dai signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan and Kai Yi Shi Dai and to exercise all of his rights as a shareholder of Beijing Wowo Tuan and Kai Yi Shi Dai including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan and Kai Yi Shi Dai

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan and Kai Yi Shi Dai entered into exclusive call option agreements with WOFE, pursuant to which WOFE has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan and Kai Yi Shi Dai from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and the shareholders of the affiliated consolidated entities. The term of each exclusive call option agreement will be ten years, and can be extended upon the written confirmation by WOFE prior to the expiration of the agreement and the extended term shall be determined by WOFE.

Risks in relation to the VIE structure

        The Company believes that Wowo Shijie's contractual arrangements with the VIEs and their respective subsidiaries are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entities were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase

F-11

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entities not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney. Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entities. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

•

block the Group's websites;

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs, VIEs' subsidiaries, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIEs and VIEs' subsidiaries. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, the VIEs and their respective subsidiaries.

F-12

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        The following financial statement balances and amounts of the VIEs and VIEs' subsidiaries were included in the accompanying audited consolidated financial statements as follows after the elimination of intercompany balances and transactions as of and for the years ended:

	December 31, 2012		December 31, 2013
Cash and cash equivalents	$	4,123,268	$	263,160
Prepaid expenses and other current assets		3,980,970		10,527,317
Total current assets	$	8,104,238	$	10,790,477
Property and equipment, net		3,491,576		2,692,457
Other non-current assets		7,921,225		7,649,731
Total non-current assets		11,412,801		10,342,188
Total assets		19,517,039		21,132,665
Advance from customers		20,999,239		28,690,785
Amounts due to related parties		699,665		26,254,333
Accrued expenses and other current liabilities		40,568,180		39,252,849
Total current liabilities		62,267,084		94,197,967
Total non-current liabilities		90,048		—
Total liabilities	$	62,357,132	$	94,197,967

	Years ended December 31,
	2012			2013
Net revenues	$	27,791,703		$	36,253,309
Net loss	$	(14,135,152	)	$	(13,853,713	)

	Years ended December 31,
	2012			2013
Net cash provided by/(used in) operating activities	$	10,959,596		$	(13,892,405	)
Net cash used in investing activities		(1,029,900	)		(754,917	)
Net cash provided by financing activities	$	5,089,533		$	16,119,244

        The VIEs contributed an aggregate of 99.9% and 100% of the consolidated net revenues for the years ended December 31, 2012 and 2013, respectively. As of December 31, 2012 and 2013, the VIEs accounted for an aggregate of 72.3% and 90.4%, respectively, of the consolidated total assets, and 92.5% and 97.7%, respectively, of the consolidated total liabilities. The assets not associated with the VIEs primarily consist of cash and cash equivalents, prepaid expenses and other current assets and property and equipment. The recognized and unrecognized revenue-producing assets that are held by the VIEs are primarily the following:

•

Property and equipment

F-13

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

•

Acquired intangible assets, such as trade name/domain names, user base, operating system and customer relationship

        There are no consolidated VIEs' assets that are collateral for the VIEs' obligations and can only be used to settle the VIEs' obligations. There are no creditors (or beneficial interest holders) of the VIEs that have recourse to the general credit of the Company or any of its consolidated subsidiaries. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIEs. However, if the VIEs ever need financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIEs through loans to the shareholder of the VIEs or entrustment loans to the VIEs. Relevant PRC laws and regulations restrict the VIEs from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 19 for disclosure of restricted net assets.

2. GOING CONCERN

        The Group's history of losses has resulted in its total liabilities and mezzanine equity exceeding its total assets by $156.9 million as of December 31, 2013. The Group experienced a net loss of approximately $39.0 million and $32.2 million in the years ended December 31, 2012 and 2013, respectively, and negative cash flows from operations of approximately $14.6 million and $28.8 million for the years ended December 31, 2012 and 2013, respectively. In addition, the Group's total current liabilities exceed its total current assets by $84.8 million as of December 31, 2013. These conditions raise substantial doubt about the Group's ability to continue as a going concern. However, management believes the Group has the ability to fulfill its financial obligations as they fall due through December 31, 2015 and will continue as a going concern because its primary shareholder, Mr. Maodong Xu ("Maodong"), has agreed to provide adequate funds to enable the Group to meet in full its financial obligations as they fall due through December 31, 2015.

        In the first half year of 2014, Maodong provided interest-free funds which enabled the Company to meet its working capital requirements to fund the Group's daily operations with total amount of $22,300,380 (equivalent to RMB135,000,000).

        The Group believes that it can realize its assets and satisfy its liabilities in the normal course of business with the financial support from Maodong. As a result, the accompanying consolidated financial statements have been prepared assuming the Group will continue as a going concern. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and reclassification of assets and liabilities as that might be necessary if the Group is unable to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("US GAAP").

F-14

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The audited consolidated financial statements included the financial statements of the Company, its consolidated subsidiaries, VIEs and VIEs' subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.

Revenue recognition

        The Group primarily generates revenues from sales commission of the online coupons and storefront fees.

(a)

Sales commission of the online coupons

        The Group presents revenues on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Group acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Group recognizes revenues when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Group enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered.

        The Group earns the related commission revenue as an agent when its subscribers actually redeem their coupons. Until such time, the proceeds received by the Group from selling the online coupons are recorded as advance from customers. During the period from the offer validation to the point of online coupon redemption, the Group is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Group's subscribers. The Group also provides ongoing customer service support to its merchants through the redemption of the coupons. The Group has concluded these performance obligations to be a substantive and integral part of the Group's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Group earns its commission has been culminated and the Group has completed its service obligations to its merchants. The Group's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Group adopts operational return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a customer has not redeemed the coupon within twenty days after expiration date of the coupon (the "Refund Period"). Historically, the amounts of refund claimed by customers for the redeemed coupons was clearly insignificant. Based on an analysis of historical patterns and amounts of claims by customers, the Group provides a refund reserve with an estimated refund rate close to zero for the redeemed coupons. Currently, unredeemed amounts beyond the Refund Period remains in advance from customers on the balance sheet on a gross basis due to the ambiguity and uncertainty regarding

F-15

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

interpretation and application of current PRC laws with respect to the nature of these unredeemed amounts, such as PRC Civil Law, Law on the Protection of the Rights and Interests of Consumers and certain normative documents enacted by the State Administration of Industry and Commerce, or the SAIC. The Group recognizes revenue from these unredeemed amounts until the third anniversary from the expiration date of the coupon, when the possibility for a customer to initiate a claim becomes remote. The Group did not recognize any revenue from these unredeemed amounts for the years ended December 31, 2012 and 2013, respectively.

        In addition, the merchants are contractually responsible and liable for the quality of the products or services provided and the Group also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Group incurred as a result of such refunds have been minimal for the years presented.

(b)

Storefront fees

        The Group also derives the revenue from storefront fees for merchants that have opened online stores with the Company's website. The merchants pay a fixed fee for an agreed contract period. The Group recognizes revenues ratably over the period the storefront services are provided.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the years ended December 31, 2012 and 2013 totaled $1,266,642 and $727,821, respectively.

Value-added tax

        In July 2012, the Ministry of Finance and the State Administration of Taxation jointly issued a circular regarding the pilot collection of value-added tax ("VAT") in lieu of business tax in certain areas and industries in the PRC. Such VAT pilot program is to be phased in Beijing, Jiangsu, Anhui, Fujian, Guangdong, Tianjin, Zhejiang, and Hubei between September and December 2012. Starting from September 1, 2012, certain subsidiaries and VIEs became subject to VAT at the rates of 6% or 3%, on certain revenues which were previously subject to business tax, and the VAT totaled $371,736 and $1,965,911 for the years ended December 31, 2012 and 2013, respectively.

Rewards programs

        The Group issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Group's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Group deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Group's customers under the deemed agency relationship model, therefore when the Group provides the paying subscribers with credits, the Group accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling, general and administrative expenses on the statements of operations.

F-16

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs, share-based compensation expenses, amortization of acquired trade name/domain name and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Group sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Group, and email distribution marketing costs.

Use of estimates

        The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, impairment of goodwill, valuation allowance for deferred tax assets, fair value of ordinary shares, share-based compensation and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Restricted cash

        Restricted cash represented the bank deposits pledged for the bank loan.

Accounts receivable

        Accounts receivable primarily represent the cash due from the third-party payment account paid by customers for Wowo coupons. No allowance for doubtful accounts is provided as there is no risk of collecting this account receivable.

Advance to suppliers

        Advance to suppliers primarily represent the cash paid to merchants in advance based on the payment terms of the contracts. The carrying amount of the Group's advance to suppliers is reduced by an allowance for advance to suppliers that reflects management's best estimate of amounts that will not

F-17

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

be collected. The allowance is based on historical loss experiences and any specific risks identified in collection matters. Advance to suppliers are charged off against the allowance for doubtful accounts when it is determined that the advance is uncollectible. The Group's allowance for doubtful advance to suppliers for the years ended December 31, 2012 and 2013 was $1,371,650 and $1,333,519, respectively and included in Selling, general and administrative expenses in the consolidated statements of operations.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	4 - 5 years
Furniture and fixtures	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Acquired intangible assets

        Acquired intangible assets with finite lives are carried at cost less accumulated amortization and impairment. Amortization of user base and customer relationship is calculated using the estimated attrition pattern. Amortization of other finite lived intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization years by major intangible asset classes are as follows:

Trade name/domain name	2 - 10 years
User base	2 years
Operating system	3 years
Customer relationship	2 years

Impairment of intangible assets with finite life

        The Group evaluates the recoverability of its intangible assets with finite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets, as well as whenever events or changes in circumstances indicate the carrying amount of the assets may no longer be recoverable.

F-18

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Considering that the Group has recurring operating losses, the Group has determined to perform the annual impairment tests on December 31 of each year. As a result of the annual impairment test, the Group recognized impairment loss of nil and $2,034,791 for the years ended December 31, 2012 and 2013, respectively (see note 6).

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the years ended December 31, 2012 and 2013.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the consolidated statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

F-19

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional and reporting currency of the Company, Wowo BVI and Wowo HK is the United States dollar ("U.S. dollars"). The financial records of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC are maintained in their local currencies, the Renminbi ("RMB"), respectively, which are also the functional currencies of these entities.

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling on the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollars, the Group's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive loss.

Share-based payments

        Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs net of an estimated forfeiture rate using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or is expected to differ, from such estimate. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expenses to be recognized in future years.

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities, as the compensation of their future services. Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses using straight-line method over the requisite service periods.

F-20

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Beneficial conversion feature

        For convertible instruments, a beneficial conversion feature is recognized when the conversion price is less than the fair value of the ordinary share into which the instrument is converted at the commitment date. A portion of the proceeds from issuance of the convertible instruments, equal to the intrinsic value, is then allocated to additional paid-in capital. For convertible instruments that have a stated redemption date (such as debt and mandatorily redeemable preferred shares), the discount resulting from recording a beneficial conversion option is accreted from the date of issuance to the stated redemption date of the convertible instrument, regardless of when the earliest conversion date occurs.

        In circumstances in which the instrument is converted prior to amortization of the full amount of the discount, the remaining unamortized discount at the date of conversion is immediately recognized as interest expense or as a dividend, as appropriate.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments and is presented net of tax, the amount of which is nil for the two years ended December 31, 2013.

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

        No customer accounted for 10% or more of total revenues for the years ended December 31, 2012 and 2013. No customer accounted for 10% or more of accounts receivable as of December 31, 2012 and 2013.

Business combinations

        Business combinations are recorded using the acquisition method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

        Cash is the common form of the consideration paid for acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in the statements of operations.

F-21

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•	Level 1—	inputs are based upon quoted prices for instruments traded in active markets.
•	Level 2—	inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•	Level 3—	inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, amounts due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amounts due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with impairment of intangible assets set out in Note 6.

F-22

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Net loss per share

        Basic loss per ordinary share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

        The Group's convertible redeemable participating preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group uses the two-class method whereby undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares to the extent that each class may share in income for the period; whereas the undistributed net loss for the period is allocated to ordinary shares only because the convertible redeemable participating preferred shares are not contractually obligated to share the loss.

        Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had convertible redeemable participating preferred shares, and stock options, which could potentially dilute basic loss per share in the future. To calculate the number of shares for diluted loss per ordinary share, the effect of the convertible redeemable participating preferred shares is computed using the as-if-converted method; the effect of the stock options is computed using the treasury stock method.

Recent accounting pronouncements not yet adopted

        In July 2013, the FASB issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. The FASB's objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP.

        The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward, except as follows. To the extent a net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.

        This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.

        In May 2014, the FASB issued a new pronouncement which affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for

F-23

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (e.g., assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles—Goodwill and Other) are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this ASU.

        The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

•

Step 1: Identify the contract(s) with a customer.

•

Step 2: Identify the performance obligations in the contract.

•

Step 3: Determine the transaction price.

•

Step 4: Allocate the transaction price to the performance obligations in the contract.

•

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

        For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted.

        An entity should apply the amendments in this ASU using one of the following two methods:

1.

Retrospectively to each prior reporting period presented and the entity may elect any of the following practical expedients:

•

For completed contracts, an entity need not restate contracts that begin and end within the same annual reporting period.

•

For completed contracts that have variable consideration, an entity may use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods.

•

For all reporting periods presented before the date of initial application, an entity need not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when the entity expects to recognize that amount as revenue.

F-24

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2.

Retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:

•

The amount by which each financial statement line item is affected in the current reporting period by the application of this ASU as compared to the guidance that was in effect before the change.

•

An explanation of the reasons for significant changes.

        The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

        In June 2014, the FASB issued a new pronouncement which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation—Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.

F-25

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31,
	2012		2013
Advance to suppliers	$	1,518,090	$	6,337,707
Rental and other deposits		1,033,319		1,839,663
Prepaid rental expenses		558,802		723,075
Prepaid other tax		264,211		—
Prepaid advertisement expenses		246,437		440,064
Advances to employees		64,420		83,848
Other current assets		26,574		70,154
	$	3,711,853	$	9,494,511

        Movement of allowance for advance to suppliers is as follows:

	Balance at beginning of the year		Charge to expenses		Write off		Exchange adjustments		Balance at end of the year
2012	$	269,201	$	1,371,650		—	$	20,271	$	1,661,122
2013	$	1,661,122	$	1,333,519		—	$	69,122	$	3,063,763

5. PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31,
	2012			2013
Computer and software	$	6,455,129		$	7,116,803
Furniture and fixtures		709,131			692,149
Leasehold improvement		646,977			665,828
Total		7,811,237			8,474,780
Less: accumulated depreciation		(2,464,099	)		(4,388,835	)
Property and equipment, net	$	5,347,138		$	4,085,945

        Depreciation expenses for the years ended December 31, 2012 and 2013 were $1,800,937 and $1,937,221, respectively.

F-26

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

6. ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31,
	2012			2013
Trade name/domain name	$	3,297,120		$	3,202,608
User base		682,365			485,735
Operating system		113,995			87,467
Customer relationship		20,706			21,309
Total		4,114,186			3,797,119
Less: Accumulated amortization		(1,656,484	)		(1,762,328	)
Less: Impairment of intangible assets		—			(2,034,791	)
Acquired intangible assets, net	$	2,457,702		$	—

        The amortization expenses of acquired intangible assets were $967,185 and $415,576 for the years ended December 31, 2012 and 2013, respectively.

        In 2013, the Group recognized an impairment loss of $2,034,791 as carrying amount of the intangible assets exceeded the fair value of the assets based on a discounted cash flow method using assumptions about revenue growth rates and the appropriate discount rates. No impairment loss for the intangible assets was recognized for the year ended December 31, 2012.

7. GOODWILL

        The changes in the goodwill balance for the years ended December 31, 2012 and 2013 is as follows:

Balance as of January 1, 2012	$	7,357,797
Exchange difference		75,345
Balance as of December 31, 2012	$	7,433,142
Exchange difference		216,589
Balance as of December 31, 2013	$	7,649,731

F-27

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31,
	2012		2013
Accrued payroll and welfare	$	11,642,826	$	17,081,601
Advance from subscribers		8,550,482		5,518,550
Payable for advertisements		2,126,091		1,258,428
Consideration payable in connection with business acquisitions		269,338		—
Other tax payable		—		11,298
Deposit payable		758,591		941,295
Amount due to a third party		2,150,527		994,101
Payable for professional fee		261,729		252,540
Others		273,907		287,338
Total accrued expenses and other current liabilities	$	26,033,491	$	26,345,151

        Advance from subscribers represent primarily the cash balances placed in individual Wowo accounts.

        Amount due to a third party represents loans from a third party. On January 17, 2012 and February 8, 2012, the Group entered into two loan agreements with a third party for the credit limit of $1,123,577 (equivalent to RMB7 million) and $1,926,133 (equivalent to RMB12 million), respectively. During the year of 2012, the Group advanced $4,397,602 (equivalent to RMB27.4 million) accumulatively and repaid $2,247,075 (equivalent to RMB14 million) accumulatively. As such, the outstanding loan was $2,150,527 (equivalent to RMB13.4 million) as of December 31, 2012. According to the agreements, the repayment dates for the loans are by January 30, 2013 and March 10, 2013, respectively. The interest rate was zero without any assets pledged.

        On March 8, 2013, the Group entered into a renewal agreement with the third party for both loans mentioned above and the repayment dates for both loans were extended to June 30, 2014 without any changes in other terms. In 2013, the Group repaid $1,156,426 (equivalent to RMB7.38 million). As such, the outstanding loan was $994,101 (equivalent to RMB6.02 million) as of December 31, 2013.

9. SHORT-TERM LOAN

        On April 6, 2012, the Group entered into a short-term loan agreement with a PRC bank with a term of twelve-month and 7.216% annual interest rate. The credit limit of this loan is $2,247,154 (equivalent to RMB14 million) and an amount of $2,247,154 (equivalent to RMB14 million) was drawn as of December 31, 2012. The Group pledged a bank deposit of $2,500,000 for this loan.

        On April 1, 2013, the Group repaid the full amounts of principal and interests for this loan. Interest expenses accrued and paid for this loan was $119,638 and $44,277 for the years ended December 31, 2012 and 2013, respectively.

F-28

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

9. SHORT-TERM LOAN (Continued)

        On March 1, 2013, the Group entered into a short-term loan agreement with a PRC bank with a term of twelve-month and the annual interest rate was adjusted to 120% of the annual interest rate published by People's Bank of China in March 2013 and the credit limit of this loan is $3,968,254 (equivalent to RMB25 million). An amount of $1,651,880 (equivalent to RMB10 million) was drawn as of December 31, 2013. Interest expenses accrued for this loan was $92,378 for the year ended December 31, 2013.

10. INCOME TAXES

Cayman

        Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax is imposed.

British Virgin Islands

        Under the current BVI law, Wowo BVI is not subject to taxation.

Hong Kong

        No provision for Hong Kong Profits Tax was made for the years ended December 31, 2012 and 2013 on the basis that Wowo HK did not have any assessable profits arising in or derived from Hong Kong for the year.

PRC

        The enterprise income tax ("EIT") law applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises. The EIT rate for the Group's entities operating in the PRC was 25%.

        Provision (credit) for income tax consisted of the following:

	Years ended December 31,
	2012			2013
Income tax benefits:
PRC current income tax expenses	$	2,324		$	10,735
PRC deferred income tax benefits		(70,990	)		(91,254	)
Total	$	(68,666	)	$	(80,519	)

F-29

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

10. INCOME TAXES (Continued)

        The significant components of the Group's deferred tax assets and liabilities were as follows:

	December 31,
	2012			2013
Deferred tax assets
Current
Allowance for doubtful accounts	$	414,177		$	526,160
Accrued payroll		2,798,685			582,954
Advertisement expenses		9,765,605			11,107,768
Total current deferred tax assets		12,978,467			12,216,882
Non-current
Net operating loss carry forwards		12,814,681			21,233,802
Total deferred tax assets		25,793,148			33,450,684
Less: valuation allowance		(25,793,148	)		(33,450,684	)
Net deferred tax assets	$	—		$	—
Deferred tax liabilities
Non-current
Acquired intangible assets	$	90,048		$	—
Total deferred tax liabilities	$	90,048		$	—

        The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward years, the Group's experience with tax attributes expiring unused and tax planning alternatives. The Group's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward years provided for in the tax law.

        The Group had incurred net operating losses carry forwards of $25,152,067 and $31,898,384 from the Group's PRC entities for the years ended December 31, 2012 and 2013, respectively, which would expire on various dates through 2018. The Group operates its business through its subsidiaries, its VIEs and their subsidiaries. The Group does not file consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries may not be used to offset other subsidiaries' or VIEs' earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. As of December 31, 2012 and 2013, valuation allowance was $25,793,148 and $33,450,684, respectively, which were provided against deferred tax assets as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future.

F-30

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

10. INCOME TAXES (Continued)

        Reconciliation between the expense (benefit) of income taxes computed by applying the PRC tax rate to loss before income taxes and the actual provision of income taxes is as follows:

	Years ended December 31,
	2012			2013
Net loss before provision for income taxes	$	(39,079,142	)	$	(32,252,863	)
Statutory tax rates in the PRC		25	%		25	%
Income tax at statutory tax rate		(9,769,785	)		(8,063,216	)
Expenses not deductible for tax purposes
Entertainment expenses exceeded tax limit		31,564			51,166
Effect of income tax rate difference in other jurisdiction		4,372,527			273,995
Changes of valuation allowance		5,297,028			7,657,536
Income tax benefit	$	(68,666	)	$	(80,519	)

        The EIT Law includes a provision specifying that legal entities organized outside PRC will be considered residents for Chinese income tax purposes if their place of effective management or control is within PRC. If legal entities organized outside PRC were considered residents for Chinese income tax purpose, they would become subject to the EIT Law on their worldwide income. This would cause any income legal entities organized outside PRC earned to be subject to PRC's 25% EIT. The Implementation Rules to EIT Law provide that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. reside within PRC.

        Pursuant to the additional guidance released by the Chinese government on April 22, 2009 and issued bulletin on August 3, 2011 which provide more guidance on the implementation, management does not believe that the legal entities organized outside PRC should be characterized as PRC tax residents for EIT Law purposes.

        Under the EIT Law and its implementation rules which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with PRC that provides for a different withholding arrangement. The Cayman Islands and BVI, where the Company and Wowo BVI are incorporated, does not have a tax treaty with PRC.

        There were no aggregate undistributed earnings of the Company's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC available for dividend distribution. Therefore, no deferred tax liability has been accrued for the Chinese dividend withholding taxes that might be payable upon the distribution of aggregate undistributed earnings as of December 31, 2013.

F-31

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

10. INCOME TAXES (Continued)

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the years ended December 31, 2012 and 2013, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits within 12 months from December 31, 2013. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future years.

        Since January 1, 2008, the relevant tax authorities of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC have not conducted a tax examination. In accordance with relevant PRC tax administration laws, tax years from 2008 to 2013 of the Group's PRC subsidiaries, VIEs and VIEs' subsidiaries, remain subject to tax audits as of December 31, 2013, at the tax authority's discretion.

11. ORDINARY SHARES

        As of January 1, 2012, there were 313,886,640 ordinary shares outstanding. On January 1, 2012, the Company repurchased and cancelled 2,000,000 ordinary shares for total consideration of $1 to increase the share options pool number for its incentive share plan. The par value of 2,000,000 ordinary shares was $20, and the excess of $19 was recorded in additional paid in capital. The fair value of 2,000,000 ordinary shares was $215,600. The Board of Directors authorized the issuance of up to 42,000,000 ordinary shares under the new share incentive plan.

        On October 1, 2012, the Company repurchased and cancelled 8,000,000 ordinary shares for $1 consideration to increase the share options pool number for its incentive share plan. The par value of 8,000,000 ordinary shares was $80, and the excess of $79 was recorded in additional paid in capital. The fair value of 8,000,000 ordinary shares was $475,200. The Board of Directors authorized the issuance of up to 50,000,000 ordinary shares under the new share incentive plan.

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES

        On April 3, 2011, Wowo BVI issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for total cash proceeds of $5,000,000 before issuance cost of $18,072.

        On May 25, June 8, and July 5, 2011, Wowo BVI issued 30,803,678, 2,053,580 and 18,482,206 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.9739 per Series A-2 Preferred Share for total cash proceeds of $30,000,000, $2,000,000 and $18,000,000, respectively. The related issuance cost was $192,149 and deducted from proceeds of Series A-2 Preferred Shares.

F-32

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

        On February 29, 2012, the Company issued an aggregate of 30,507,471 Series B Convertible Redeemable Preferred Shares ("Series B Preferred Shares") to its existing shareholders at an issuance price of $0.4097 per Series B Preferred Shares for total cash proceeds of $12,500,000. The related issuance cost was $31,153 and deducted from proceeds of Series B Preferred Shares. Meanwhile, the Company issued an aggregate of 6,713,384 Series A-1 Preferred Shares and 70,690,413 Series A-2 Preferred Shares to existing Series A-1 and Series A-2 investors for no consideration, and the conversion price of Series A-1 Preferred Shares and Series A-2 Preferred Shares were adjusted to $0.4097. A beneficial conversion feature of $43,234,050 was recognized as the adjusted conversion price was lower than the fair value of the ordinary shares on respective issuance dates for Series A-1 and Series A-2 Preferred Shares.

        The rights, preferences, privileges and restriction granted to and imposed on the Series A-1, A-2 (collectively referred to as "Series A Preferred Shares") and B Preferred Shares are as follows:

Voting rights

        Each Preferred Share shall carry a number of votes equal to the number of Ordinary Shares then issuable upon its conversion into Ordinary Shares. The Preferred Shares shall generally vote together with the Ordinary Shares and not as a separate class.

        According to the Amended Memorandum and Article of Association after above issuance of Series A-1, Series A-2 and Series B Preferred Shares, the number of directors of the board of the Company is four, including one appointed by preferred shareholders and three appointed by ordinary shareholders.

Dividends

        No dividends shall be declared or paid on the ordinary shares or any future series of Preferred Shares, unless and until a dividend in like amount is declared and paid on each outstanding Preferred Share on an as-if converted basis.

        Each holder of Series B Preferred Shares shall be entitled to receive, on annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series B Preferred Share Issue Price, (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series B Preferred Shares could be converted.

        After the full preferential dividends for Series B Preferred Shares has been paid on all outstanding Series B Preferred Shares, each holder of Series A-2 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-2 Preferred Share Issue Price, (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-2 Preferred Shares could be converted.

        After the full preferential dividends for Series B and Series A-2 Preferred Shares has been paid on all outstanding Series B and Series A-2 Preferred Shares, each holder of Series A-1 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-1 Preferred Share Issue Price, (ii) the dividend that would be

F-33

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

paid with respect to the Ordinary Shares into which the Series A-1 Preferred Shares could be converted.

        In addition to any dividend pursuant to above, the holders of Preferred Shares shall be entitled to receive on a pari passu basis, when as and if declared at the sole discretion of the Board, but only out of funds that are legally available therefor, cash dividends at the rate or in the amount as the Board considers appropriate.

Liquidation preference

        In the event of any liquidation, dissolution or winding up of the Company, each holder of Series B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series A Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series B Preferred Share equal to 100% of Series B Issue Price, plus all declared but unpaid dividends ("Series A-2 Preference Amount").

        After the full Series B Preference Amount has been paid on all outstanding Series B Preferred Shares, the each holder of Series A-2 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-2 Preferred Share equal to 100% of Series A-2 Issue Price, plus all declared but unpaid dividends ("Series A-2 Preference Amount").

        After the full Series A-2 Preference Amount has been paid on all outstanding Series A-2 Preferred Shares, the each holder of Series A-1 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-1 Preferred Share equal to 100% of Series A-1 Issue Price, plus all declared but unpaid dividends ("Series A-1 Preference Amount").

        After the full Series B and Series A Preference Amount has been paid, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed pro rata among the holders of Preferred Shares (on an as-converted basis) and the holders of the Ordinary Shares.

        In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holders of Preferred Shares and Ordinary Shares shall be determined by the Board.

Conversion

Optional conversion

        Each holder of Preferred Shares shall have the right to convert all or any portion of the Preferred Shares into Ordinary Shares at any time. The conversion rate for the Series B Preferred Shares and Series A Preferred Shares shall be determined by dividing the Series B and Series A Issue Price for each of the Series B Preferred Shares and Series A Preferred Shares by its conversion price, respectively, provided that in the event of any share splits, share combinations, share dividends,

F-34

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

recapitalizations and similar events, the initial Series B and Series A Conversion Price shall be adjusted accordingly, respectively.

Automatic conversion

        The Preferred Shares would automatically be converted into Ordinary Shares, at its then respective Conversion Prices, upon a Qualified IPO, which is defined as an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the Investors, and the aggregate proceeds to the Company in such initial public offering shall be not less than $100,000,000, unless otherwise agreed upon by the Investors and the Company (the "Qualified IPO").

        No adjustment in the Series B Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series B Conversion Price. If the Company issues any additional ordinary shares and 0.85 times of the subscription price less than Series B Conversion Price, the Series B Conversion Price shall be reduced to a price (to the nearest one thousandth (1/1000) of a cent) equal to 0.85 times of the consideration per share for the additional ordinary shares issued.

        No adjustment in the Series A Preferred Shares Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series A Conversion Price. If the Company issues any additional ordinary shares at a subscription price less than Series A Conversion Price, the Series A Conversion Price shall be reduced to a price (to the nearest one thousandth(1/1000) of a cent) equal to the consideration per share for the additional Ordinary Shares issued.

        The conversion price will be adjusted for share dividends, subdivisions, combinations or consolidations of ordinary shares, other distributions, reclassification, exchange and substitution.

        The Company will protect the Conversion Rights of the holders of the Preferred Shares against impairment, and not amend its Memorandum and Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company.

        The Group has determined that there was embedded beneficial conversion feature of $43,234,050 attributable to the Series A-1 and Series A-2 Preferred Shares because the adjusted conversion price of Series A-1 and Series A-2 Preferred Shares is lower than the fair value of the Group's ordinary share as of respective issuance dates and there was no embedded beneficial conversion feature attributable to the Series B Preferred Shares because the conversion price of the Series B Preferred Shares is higher than the fair value of the Group's ordinary share as of the issuance date.

        The initial conversion price of Series B and Series A Preferred Shares shall be their Issue Price, therefore, the initial conversion rate was one for one. The conversion rate for each class of preferred shares were both one for one as of December 31, 2012 and 2013.

F-35

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Redemption rights

        In the event that (i) the Company fails to consummate a Qualified IPO within five years after the Series B Original Issue Date, or (ii) there is any breach by any Group, Company or any Founder of any of their representations, warranties, undertakings or other obligations, the Company shall redeem all of the Preferred Shares held by the Initiating Holders and such other holders who elect to participate in the redemption at the price per Preferred Share held by such holder of Preferred Shares.

        Series A or B Redemption Price shall be an amount equal to:

        Series A or B Preferred Share Issue Price × (115%)^N plus all declared but unpaid dividends thereon up to the date of redemption

        (N = a fraction the numerator of which is the number of calendar days between the Series A or B Original Issue Date and the date when the Series A or B Redemption Price has been actually paid to the holder of such Series A or B Preferred Share and the denominator of which is 365)

        If on the Redemption Date, the number of Preferred Shares that may then be legally redeemed by the Company is less than the number of all Preferred Shares to be redeemed, then (i) all of Series B Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A Preferred Shares, (ii) if not all of Series B Preferred Shares required to be redeemed are able to be redeemed, then the Series B Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series B Preferred Shares in proportion to the total number of Series B Preferred Shares held by each such holder of Series B Preferred Shares, and then the remaining Series B Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so, (iii) once all of the Series B Preferred Shares required to be redeemed have been redeemed, then the Series A-2 Preferred Shares shall be redeemed, (iv) if not all of Series A-2 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-2 Preferred Shares in proportion to the total number of Series A-2 Preferred Shares held by each such holder of Series A-2 Preferred Shares, and then the remaining Series A-2 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so, and (v) once all of the Series A-2 Preferred Shares required to be redeemed have been redeemed, then the Series A-1 Preferred Shares shall be redeemed. No other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable.

        The Group assesses the probability of redemption and accrues proper accretion over the period from the date of issuance to the earliest redemption date of the Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares using the effective interest rate method. The Group recognized $17,580,271 and $ 37,641,848 as accretion for Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares for the years ended December 31, 2012 and 2013, respectively.

F-36

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

        The change in the balance of Preferred Shares included in the mezzanine equity for the years ended December 31, 2012 and 2013 is as follows:

	Series A-1 Preferred Shares		Series A-2 Preferred Shares		Series B Preferred Shares		Total
Balance as of January 1, 2012	$	5,534,489	$	53,848,014	$	—	$	59,382,503
Issuances of preferred shares		—		—		12,468,847		12,468,847
Beneficial conversion feature		1,711,644		41,522,406		—		43,234,050
Accretion for the Preferred Shares		289,069		15,747,313		1,543,889		17,580,271
Balance as of December 31, 2012	$	4,111,914	$	28,072,921	$	14,012,736	$	46,197,571
Accretion for the Preferred Shares		1,199,007		34,336,421		2,106,420		37,641,848
Balance as of December 31, 2013	$	5,310,921	$	62,409,342	$	16,119,156	$	83,839,419

13. FAIR VALUE MEASUREMENT

Measured at fair value on a recurring basis

        The Group had no financial assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2012 and 2013.

Measured at fair value on a non-recurring basis

        The Group's financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities in connection with business acquisitions based on Level 3 inputs.

        The Group measured share options granted to employees and directors and executives using various valuation methods. These share options are considered Level 3 fair value measurement because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these share options.

        The Group measured the intangible assets at fair value on a nonrecurring basis as results of the impairment loss of $2,034,791 recognized in 2013, as set out in Note 6. The fair value was determined using models with significant unobservable inputs (Level 3 inputs) which primary includes the discount rate of 25% which is the weighted average cost of capital and expected revenue growth rates ranging from 3% to 6%.

14. SHARE-BASED COMPENSATION

        On February 1, 2011, the board of directors approved the Company 2011 Share Incentive Plan ("2011 Plan"). The 2011 Plan provides for the grant of options, restricted shares, and other share-based awards. The maximum number of ordinary shares that is authorized under 2011 Plan is 30,000,000 ordinary shares. Under 2011 Plan, the Group granted 11,929,466 and 1,228,590 share options to employees in 2012 and 2013, respectively. The estimated fair value of the share options on the date of grant was evaluated using binomial model. The number of options granted, exercise price, estimated

F-37

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

14. SHARE-BASED COMPENSATION (Continued)

fair value of options and the forfeiture rate of options granted to its employees are summarized as follows:

Grant date	Number of options		Exercise price at grant date		Estimated fair value at grant date		Forfeiture rate
			(Note)
2012/01/01		564,000		0.00001		0.0896		25.0	%
		583,550		0.2		0.0254		40.0	%
		1,968,600		0.00001		0.0896		40.0	%
Subtotal		3,116,150
2012/07/01		661,100		0.2		0.0137		40.0	%
2012/10/01		400,000		0.00001		0.0594		0.0	%
		344,000		0.00001		0.0594		25.0	%
		7,233,216		0.00001		0.0594		40.0	%
		175,000		0.2		0.0133		40.0	%
Subtotal		8,152,216
2013/03/15		100,000		0.2		0.0145		25.0	%
		1,128,590		0.2		0.0133		40.0	%
Subtotal		1,228,590

Note:

The exercise price of all options with the original exercise price greater than $0.2 per option granted before March 2012 had been adjusted to $0.2 per option.

        On January 1, 2012, the Company repurchased and cancelled 2,000,000 ordinary shares from Xu for total consideration of $1 to increase the share options pool number for its incentive share plan. The par value of 2,000,000 ordinary shares is $20, and the excess of $19 is recorded in additional paid in capital. The Board of Directors authorized the issuance of up to 42,000,000 ordinary shares under the new share incentive plan.

        On March 22, 2012, the Board of Directors approved the adjustment of the exercise price of all options with the original exercise price greater than $0.2 per option granted before March 2012 to $0.2 per option. The fair value of the options on the modification date was calculated using the binominal model. The incremental compensation cost of the re-priced options was $389,269, of which $100,917 recognized as share based compensation for the year ended December 31, 2012.

        The Group recognized compensation cost on the share options to employees on a straight-line basis over the requisite service period. The options vest ratably over 48 months and are exercisable up to 5 years from the date of grant.

        The share-based compensation of $1,939,326 and $909,904 were charged to operating expenses and cost of revenues for the years ended December 31, 2012 and 2013, respectively.

F-38

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

14. SHARE-BASED COMPENSATION (Continued)

        The fair value of the options granted was estimated on the date of grant with the assistance of an independent third-party appraiser, and was determined using binomial model with the following assumptions:

	January 1, 2012	July 1, 2012	October 1, 2012	March 15, 2013
Expected volatility(1)	53%	64%	64%	65%
Risk-free interest rate(2)	1.8%	1.7%	1.7%	0.90%
Expected dividend yield(3)	nil	nil	nil	nil
Exercise price(4)	$0.00001 or $0.2	$0.20	$0.00001 or $0.2	$0.2
Fair value of the underlying ordinary shares(5)	$0.1078	$0.0600	$0.0594	$0.0611

(1)

Volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options.

(2)

Risk-free rate

Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options.

(3)

Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the life of the options.

(4)

Exercise price

The exercise price of the options was determined by the Group's board of directors.

(5)

Fair value of underlying ordinary shares

The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance of an independent third-party appraiser.

F-39

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

14. SHARE-BASED COMPENSATION (Continued)

        The following table summarizes information regarding options granted:

Options	Number of share options			Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of January 1, 2012		38,608,174		$	0.45	$	0.16		4.56	$	520,000
Granted		11,929,466		$	0.02	$	0.06		—		—
Forfeited and expired		(5,541,480	)	$	0.15	$	0.18		—		—
Outstanding as of December 31, 2012		44,996,160		$	0.10	$	0.13		3.83	$	1,315,610
Granted		1,228,590		$	0.20	$	0.02		—		—
Forfeited and expired		(11,543,396	)	$	0.09	$	0.10		—		—
Outstanding as of December 31, 2013		34,681,354		$	0.13	$	0.13		2.88	$	1,270,279
Exercisable as of December 31, 2013		—			—		—		—		—

        As of December 31, 2013, there was $1,710,018 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted to employees under the 2011 Plan, which is expected to be recognized over a weighted-average period of 1.28 years.

F-40

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

15. NET LOSS PER SHARE

        The calculation of the net loss per share is as follows:

	Years ended December 31,
	2012			2013
Numerator:
Net loss attributable to Wowo Limited	$	(39,010,476	)	$	(32,172,344	)
Accretion for Series A-1 Preferred Shares		(289,069	)		(1,199,007	)
Accretion for Series A-2 Preferred Shares		(15,747,313	)		(34,336,421	)
Accretion for Series B Preferred Shares		(1,543,889	)		(2,106,420	)
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary shares		(56,590,747	)		(69,814,192	)
Accretion for Series A-1 Preferred Shares		289,069			1,199,007
Net income attributable to Series A-1 preferred Shareholders for computing basic net income per Series A-1 Preferred Shares		289,069			1,199,007
Accretion for Series A-2 Preferred Shares		15,747,313			34,336,421
Net income attributable to Series A-2 preferred Shareholders for computing basic net income per Series A-2 Preferred Shares		15,747,313			34,336,421
Accretion for Series B Preferred Shares		1,543,889			2,106,420
Net income attributable to Series B preferred Shareholders for computing basic net income per Series B Preferred Shares	$	1,543,889		$	2,106,420
Denominator:
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary shares		310,188,010			303,886,640
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary shares		310,188,010			303,886,640
Weighted average shares outstanding used in computing basic net income per Series A-1 Preferred Shares		11,151,244			12,202,988
Weighted average shares outstanding used in computing basic net income per Series A-2 Preferred Shares		110,937,536			122,029,877
Weighted average shares outstanding used in computing basic net income per Series B Preferred Shares		25,659,708			30,507,471
Net loss per ordinary shares
Basic	$	(0.18	)	$	(0.23	)
Diluted	$	(0.18	)	$	(0.23	)
Net income per Series A-1 preferred shares—Basic	$	0.03		$	0.10
Net income per Series A-2 preferred shares—Basic	$	0.14		$	0.28
Net income per Series B preferred shares—Basic	$	0.06		$	0.07

        Series A-1, Series A-2 and Series B Preferred Shares were excluded from the computation of diluted net loss per ordinary share for the years ended December 31, 2012 and 2013 because their effects were anti-dilutive.

F-41

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

15. NET LOSS PER SHARE (Continued)

        For the years ended December 31, 2012 and 2013, 6,669,219 and 527,693 ordinary shares resulting from the assumed exercise of share options using the treasury stock method were excluded as their effect was anti-dilutive, respectively.

16. RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Media Technology Co., Ltd. ("Lmobile Media")	Controlled by Maodong
Maodong	Shareholder
Beijing Wowo Shiji	Controlled by top management of the Company
Rizhao Yinxingshu Business Information Consulting Center. ("Yinxingshu")	Controlled by Maodong

(a)

As of December 31, 2012 and 2013 the following balances were due from/to the related parties:

	December 31,
	2012			2013
Amount due from Maodong	$	184,204	(i)	$	—
Amount due from Wowo Shiji		71,354			3,799	(ii)
Total	$	255,558		$	3,799

(i)

The amount represents $456,700 short-term loan to Maodong to acquire Kai Yi Shi Dai, netoff working capital provided by him to support Beijing Wowo Tuan's daily operations.

(ii)

The amount represents payments of operating expenses and purchasing software on behalf of Wowo Shiji.

	December 31,
	2012			2013
Amount due to Yinxingshu	$	—		$	12,058,724	(iv)
Amount due to Maodong		—			13,528,897	(iv)
Amount due to Lmobile Media		699,665	(iii)		666,712
Total	$	699,665		$	26,254,333

(iii)

The amount represents short messaging service ("SMS") distribution platform fee, which has not been paid to Lmobile Media.

(iv)

The amount represents the funds provided by the founder shareholder, Maodong, to support the working capital for Beijing Wowo Tuan's daily operations. The amounts are interest-free with maturity of 90 days and are repayable on demand once the loans fall due. As of December 31, 2013, total loan amounts of $25,587,621 had become overdue.

All the amounts due from/to related parties are unsecured and non-interest bearing.

F-42

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

16. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

(b)

The SMS distribution platform fee incurred to Lmobile Media were $547,177 and $588,190 for the years ended December 31, 2012 and 2013, respectively.

(c)

The Company repurchased 2,000,000 and 8,000,000 ordinary shares from Maodong on January 1 and October 1, 2012, respectively (see note 11).

17. COMMITMENTS AND CONTINGENCIES

Operating lease

        The Group leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the years ended December 31, 2012 and 2013 were $2,825,412 and $2,132,612, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
2014	$	1,110,959
2015		93,971
2016		69,293
2017		—
2018		—
Total	$	1,274,223

Withholding tax obligation

        Pursuant to PRC individual income tax laws, when a corporation purchases equity interest from individuals, the individuals are obligated to pay individual income tax based on 20% of the capital gain from the transaction with the corporation as the withholding agent. The Group has purchased equity interests of certain entities from individual sellers. There is a possibility that if individual sellers fail to meet their income tax obligations, the tax authority may require the Group who is withholding agent to pay the taxes for the sellers firstly. Based on the information currently available, the Group was unable to make a reasonable estimate of the related liability due to the uncertainty related to the outcome and amount of payment and relating penalty and interest.

18. MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were $11,896,735 and $10,401,282 for the

F-43

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

18. MAINLAND CHINA CONTRIBUTION PLAN (Continued)

years ended December 31, 2012 and 2013, respectively, reported as a component of operating expenses when incurred.

19. STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2012 and 2013, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil and nil for the years ended December 31, 2012 and 2013, respectively.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Group not available for distribution were $26,703,531 and $26,868,317 as of December 31, 2012 and 2013, respectively, including $5,010,660 and $5,175,446 of net restricted assets recorded under VIE entities in the Group.

20. SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services and storefront services throughout the PRC.

        The Group's chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. The Group's revenue and net income are substantially derived from sales

F-44

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

(In U.S. dollars, except share and share related data)

20. SEGMENT INFORMATION (Continued)

commission of online coupons and storefront fees. But the Group does not have discrete financial information of costs and expenses between various services in its internal reporting, and reports costs and expenses by nature as a whole. Therefore, the Group has one operating segment.

        The table below is only presented at the revenue level with no allocations of direct or indirect cost and expenses. The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

        Components of net revenue are presented in the following table:

	Years ended December 31,
	2012		2013
Sales commission of online coupons	$	25,005,546	$	26,296,454
Storefront fees		2,809,853		9,956,855
Total	$	27,815,399	$	36,253,309

21. SUBSEQUENT EVENTS

        On January 10, 2014 and February 11, 2014, the Group repaid the short-term loans of $825,940 (equivalent to RMB5 million) and $825,940 (equivalent to RMB5 million), respectively, there was no outstanding short-term loan as of August 8, 2014.

        On April 18, 2014, the Board of Directors approved to grant 9,341,500 and 2,104,000 option shares to the employee and managements under 2011 Share Incentive Plan with exercise price of $0.01 and $0.01 per share, respectively. The Group is in the process of evaluating the fair value of the share options on the grant date.

        On June 29, 2014, Maodong decided to transfer his 30,372,540 ordinary shares of the Company to certain directors and executives to compensate them. The Group is in the process of evaluating the fair value of the ordinary shares on the transfer date.

F-45

WOWO LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

BALANCE SHEETS

(In U.S. dollars, except share and share related data)

	As of December 31,
	2012			2013
ASSETS
Current assets:
Cash and cash equivalents	$	1,679		$	8,758
Amounts due from related party		240,000			—
Amounts due from subsidiaries		49,642,384			49,759,350
Other current assets		—			2
Total Current Assets		49,884,063			49,768,110
TOTAL ASSETS		49,884,063			49,768,110
LIABILITIES
Current liabilities:
Amount due to subsidiaries		490,496			553,479
Liabilities in subsidiaries		89,683,632			122,263,921
Other current liabilities		105,849			—
TOTAL LIABILITIES		90,279,977			122,817,400
MEZZANINE EQUITY
Series A-1 convertible redeemable preferred shares ($0.00001 par value; total 20,000,000 preferred shares authorized, 12,202,988 and 12,202,988 shares issued and outstanding, liquidation value $10,055,909 and $10,055,909 as of December 31, 2012 and 2013, respectively)		4,111,914			5,310,921
Series A-2 convertible redeemable preferred shares ($0.00001 par value; total 122,029,877 preferred shares authorized, 122,029,877 and 122,029,877 shares issued and outstanding, liquidation value $100,559,091 and $100,559,091 as of December 31, 2012 and 2013, respectively)		28,072,921			62,409,342
Series B convertible redeemable preferred shares ($0.00001 par value; total 30,507,471 preferred shares authorized, 30,507,471 and 30,507,471 shares issued and outstanding, liquidation value $25,139,774 and $25,139,774 as of December 31, 2012 and 2013, respectively)		14,012,736			16,119,156
TOTAL MEZZANINE EQUITY		46,197,571			83,839,419
DEFICIT
Ordinary shares ($0.00001 par value; 1,928,660,537 shares authorized, 303,886,640 and 303,886,640 shares issued and outstanding as of December 31, 2012 and 2013, respectively)		3,039			3,039
Subscription receivable		(3,000	)		(3,000	)
Additional paid-in capital		43,761,660			7,029,716
Accumulated deficit		(129,033,247	)		(161,205,591	)
Accumulated other comprehensive loss		(1,321,937	)		(2,712,873	)
TOTAL DEFICIT		(86,593,485	)		(156,888,709	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND DEFICIT	$	49,884,063		$	49,768,110

F-46

WOWO LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF OPERATIONS

(In U.S. dollars)

	Years ended December 31,
	2012			2013
Operating expenses:
Selling, general and administrative	$	1,952,419		$	937,667
Marketing		108,913			45,327
Total operating expenses		2,061,332			982,994
Equity in loss of subsidiaries		(36,949,365	)		(31,189,351	)
Interest income		221			1
Net loss	$	(39,010,476	)	$	(32,172,344	)

F-47

WOWO LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF COMPREHENSIVE LOSS

(In U.S. dollars)

	Years ended December 31,
	2012			2013
Net loss	$	(39,010,476	)	$	(32,172,344	)
Other comprehensive loss, net of tax:
Change in cumulative foreign currency translation adjustment		(478,896	)		(1,390,936	)
Comprehensive loss attributed to Parent Company	$	(39,489,372	)	$	(33,563,280	)

F-48

WOWO LIMITED
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF CHANGES IN DEFICIT
(In U.S. dollars, except share and share related data)

	Wowo Limited's deficit
	Ordinary shares															Accumulated other comprehensive loss
							Additional paid-in capital			Subscription receivable			Accumulated deficit
	Shares			Amount															Total deficit
Balance as of January 1, 2012		313,886,640		$	3,139		$	16,321,667		$	(3,000	)	$	(90,022,771	)	$	(843,041	)	$	(74,544,006	)
Repurchase of ordinary shares		(10,000,000	)		(100	)		98			—			—			—			(2	)
Beneficial conversion feature on Series A-1 and Series A-2 convertible redeemable preferred shares		—			—			43,234,050			—			—			—			43,234,050
Accretion for Series A-1, Series A-2 and Series B convertible redeemable preferred shares		—			—			(17,580,271	)		—			—			—			(17,580,271	)
Net loss		—			—			—			—			(39,010,476	)		—			(39,010,476	)
Share-based compensation		—			—			1,939,326			—			—			—			1,939,326
Disposal of VIE		—			—			(153,210	)		—			—			—			(153,210	)
Foreign currency translation adjustment		—			—			—			—			—			(478,896	)		(478,896	)
Balance as of December 31, 2012		303,886,640		$	3,039		$	43,761,660		$	(3,000	)	$	(129,033,247	)	$	(1,321,937	)	$	(86,593,485	)
Accretion for Series A-1, Series A-2 and Series B convertible redeemable preferred shares		—			—			(37,641,848	)		—			—			—			(37,641,848	)
Net loss		—			—			—			—			(32,172,344	)		—			(32,172,344	)
Share-based compensation		—			—			909,904			—			—			—			909,904
Foreign currency translation adjustment		—			—			—			—			—			(1,390,936	)		(1,390,936	)
Balance as of December 31, 2013		303,886,640		$	3,039		$	7,029,716		$	(3,000	)	$	(161,205,591	)	$	(2,712,873	)	$	(156,888,709	)

F-49

WOWO LIMITED

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Years ended December 31,
	2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(39,010,476	)	$	(32,172,344	)
Equity in loss of subsidiaries		36,949,365			31,189,351
Share-based compensation		1,939,326			909,904
Changes in working capital accounts
Other current assets		—			(2	)
Other current liabilities		105,849			(105,849	)
Amount due to subsidiaries		77,727			62,983
Amount due from subsidiaries		(6,642,384	)		(116,966	)
Net cash used in operating activities		(6,580,593	)		(232,923	)
CASH FLOWS FROM INVESTING ACTIVITIES
Liabilities in subsidiaries		(5,552,974	)		(53,134	)
Net cash used in investing activities		(5,552,974	)		(53,134	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercises of options		(93,601	)		53,136
Amount due from related party		(240,000	)		240,000
Proceeds from issuance of Series B convertible redeemable preferred shares		12,500,000			—
Issuance cost		(31,153	)		—
Net cash provided by financing activities		12,135,246			293,136
Net increase in cash		1,679			7,079
Cash, at beginning of year		—			1,679
Cash, at end of year	$	1,679		$	8,758

F-50

WOWO LIMITED

NOTES TO ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

FINANCIAL INFORMATION OF PARENT COMPANY

(In U.S. dollars)

Notes:

1.     BASIS FOR PREPARATION

        The condensed financial information of the parent company, Wowo Limited, has been prepared using the same accounting policies as set out in the Company's consolidated financial statements except that the parent company has used equity method to account for its investment in its subsidiaries and its variable interest entities ("VIEs").

2.     LIABILITIES IN SUBSIDIARIES AND VARIABLE INTEREST ENTITIES

        The Company, its subsidiaries, its VIEs and VIEs' subsidiaries are included in the consolidated financial statements where the intercompany balances and transactions are eliminated upon consolidation. For the purpose of the Company's stand-alone financial statements, its liabilities in subsidiaries, VIEs and VIEs' subsidiaries are reported using the equity method of accounting. The Company's share of income and losses from its subsidiaries, VIEs and VIEs' subsidiaries is reported as loss from subsidiaries, VIEs and VIEs' subsidiaries in the accompanying condensed financial information of parent company.

3.     INCOME TAXES

        The Company is a tax exempted company incorporated in the Cayman Islands.

4.     CONVERTIBLE REDEEMABLE PREFERRED SHARES

        The Company assesses the probability of redemption and accrues proper accretion over the period from the date of issuance to the earliest redemption date of the Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares using the effective interest rate method. The Company recognized $17,580,271 and $37,641,848 as accretion for Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares for the years ended December 31, 2012 and 2013, respectively.

        The changes in the balance of Preferred Shares included in the mezzanine equity for the years ended December 31, 2012 and 2013 are as follows:

	Series A-1 Preferred Shares		Series A-2 Preferred Shares		Series B Preferred Shares		Total
Balance as of January 1, 2012	$	5,534,489	$	53,848,014	$	—	$	59,382,503
Issuances of preferred shares		—		—		12,468,847		12,468,847
Beneficial conversion feature		1,711,644		41,522,406		—		43,234,050
Accretion for the Preferred Shares		289,069		15,747,313		1,543,889		17,580,271
Balance as of December 31, 2012	$	4,111,914	$	28,072,921	$	14,012,736	$	46,197,571
Accretion for the Preferred Shares		1,199,007		34,336,421		2,106,420		37,641,848
Balance as of December 31, 2013	$	5,310,921	$	62,409,342	$	16,119,156	$	83,839,419

F-51

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share and per share data)

	December 31, 2013		September 30, 2014		September 30, 2014
					(Unaudited Pro forma)
ASSETS
Current assets:
Cash and cash equivalents	$	419,305	$	513,639	$	513,639
Accounts receivable, net		1,722,001		1,307,788		1,307,788
Prepaid expenses and other current assets		9,494,511		8,487,548		8,487,548
Amounts due from related parties		3,799		—		—
Total current assets		11,639,616		10,308,975		10,308,975
Property and equipment, net		4,085,945		2,928,316		2,928,316
Goodwill		7,649,731		7,544,701		7,544,701
Total assets		23,375,292		20,781,992		20,781,992
Current liabilities:
Short-term loan (including short-term loan of the consolidated VIEs without recourse to Wowo Limited of $1,651,880 and nil as of December 31, 2013 and September 30, 2014, respectively)		1,651,880		—		—
Accounts payable (including accounts payable of the consolidated VIEs without recourse to Wowo Limited of $13,437,234 and $18,899,686 as of December 31, 2013 and September 30, 2014, respectively)		13,437,234		18,899,686		18,899,686
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs without recourse to Wowo Limited of $24,118,536 and $19,050,235 as of December 31, 2013 and September 30, 2014, respectively)		26,345,151		21,232,341		21,232,341
Advance from customers (including advance from customers of consolidated VIE entities without recourse to Wowo Limited of $28,690,785 and $29,609,836 as of December 31, 2013 and September 30, 2014, respectively)		28,690,785		29,609,836		29,609,836
Amounts due to related parties (including amount due to related parties of the consolidated VIEs without recourse to Wowo Limited of $26,254,333 and $53,717,782 as of December 31, 2013 and September 30, 2014, respectively)		26,254,333		53,967,782		293,382
Income tax payable (including income tax payable of the consolidated VIEs without recourse to Wowo Limited of $45,199 and $44,578 as of December 31, 2013 and September 30, 2014, respectively)		45,199		44,578		44,578
Total current liabilities		96,424,582		123,754,223		70,079,823
Total liabilities		96,424,582		123,754,223		70,079,823

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-52

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(In U.S. dollars, except share and per share data)

	December 31, 2013			September 30, 2014			September 30, 2014
							(Unaudited Pro forma)
Commitments and contingencies (Note 15)
Mezzanine equity:
Series A-1 convertible redeemable preferred shares ($0.00001 par value; total 20,000,000 preferred shares authorized, 12,202,988 and 12,202,988 shares issued and outstanding, liquidation value $10,055,909 and $10,055,909 as of December 31, 2013 and September 30, 2014, respectively)		5,310,921			6,369,091			—
Series A-2 convertible redeemable preferred shares ($0.00001 par value; total 122,029,877 preferred shares authorized, 122,029,877 and 122,029,877 shares issued and outstanding, liquidation value $100,559,091 and $100,559,091 as of December 31, 2013 and September 30, 2014, respectively)		62,409,342			98,852,033			—
Series B convertible redeemable preferred shares ($0.00001 par value; total 30,507,471 preferred shares authorized, 30,507,471 and 30,507,471 shares issued and outstanding, liquidation value $25,139,774 and $25,139,774 as of December 31, 2013 and September 30, 2014, respectively)		16,119,156			17,903,844			—
Total mezzanine equity		83,839,419			123,124,968			—
Deficit:
Ordinary shares ($0.00001 par value; 1,928,660,537 shares authorized, 303,886,640 and 303,886,640 shares issued and outstanding as of December 31, 2013 and September 30, 2014, respectively)		3,039			3,039			4,686
Subscription receivable		(3,000	)		—			—
Additional paid-in capital		7,029,716			—			176,797,721
Accumulated deficit		(161,205,591	)		(224,242,747	)		(224,242,747	)
Accumulated other comprehensive loss		(2,712,873	)		(1,857,491	)		(1,857,491	)
Total deficit		(156,888,709	)		(226,097,199	)		(49,297,831	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND DEFICIT	$	23,375,292		$	20,781,992		$	20,781,992

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-53

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except share and per share data)

	Nine-Month Period Ended September 30,
	2013			2014
Net revenues	$	27,633,285		$	20,642,062
Cost of revenues (including share-based compensation of $6,072 and $7,562 for the periods ended September 30, 2013 and 2014, respectively)		4,738,892			5,516,265
Gross profit		22,894,393			15,125,797
Operating expenses:
Marketing (including share-based compensation of $33,996 and $56,332 for the periods ended September 30, 2013 and 2014, respectively)		8,076,807			8,718,546
Selling, general and administrative (including share-based compensation of $642,194 and $1,601,347 for the periods ended September 30, 2013 and 2014, respectively)		35,825,333			38,697,415
Total operating expenses		43,902,140			47,415,961
Loss from operations		(21,007,747	)		(32,290,164)
Interest income		42,407			5,910
Interest expense		(107,093	)		(11,798)
Other expenses, net		(55,674	)		(150,512)
Gain from disposal of VIE and VIE's subsidiaries		895			—
Loss before provision for income taxes		(21,127,212	)		(32,446,564)
Provision for income tax benefits		5,819			—
Net loss attributable to Wowo Limited		(21,121,393	)		(32,446,564)
Accretion for Series A-1 convertible redeemable preferred shares		877,954			1,058,170
Accretion for Series A-2 convertible redeemable preferred shares		24,424,663			36,442,691
Accretion for Series B convertible redeemable preferred shares		1,551,902			1,784,688
Net loss attributable to holders of ordinary shares of Wowo Limited		(47,975,912	)		(71,732,113)
Net loss per ordinary shares
Basic		(0.16	)		(0.24)
Diluted		(0.16	)		(0.24)
Net income per Series A-1 preferred shares—Basic		0.07			0.09
Net income per Series A-2 preferred shares—Basic		0.20			0.30
Net income per Series B preferred shares—Basic		0.05			0.06
Weighted average shares used in calculating net loss per ordinary shares
Basic		303,886,640			303,886,640
Diluted		303,886,640			303,886,640
Weighted average shares used in calculating net loss per
Series A-1 preferred shares		12,202,988			12,202,988
Series A-2 preferred shares		122,029,877			122,029,877
Series B preferred shares		30,507,471			30,507,471

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-54

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In U.S. dollars)

	Nine-Month Period Ended September 30,
	2013			2014
Net loss	$	(21,121,393	)	$	(32,446,564	)
Other comprehensive loss, net of taxes of nil:
Change in cumulative foreign currency translation adjustment		(565,912	)		855,382
Comprehensive loss attributable to Wowo Limited's shareholders	$	(21,687,305	)	$	(31,591,182	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-55

WOWO LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT
(In U.S. dollars, except share and share related data)

	Wowo Limited's deficit
	Ordinary shares													Accumulated other comprehensive loss
					Additional paid-in capital			Subscription receivable			Accumulated deficit						Total deficit
	Shares		Amount
Balance as of January 1, 2013		303,886,640	$	3,039	$	43,761,660		$	(3,000	)	$	(129,033,247	)	$	(1,321,937	)	$	(86,593,485	)
Accretion for Series A-1, Series A-2 and Series B convertible redeemable preferred shares		—		—		(26,854,519	)		—			—			—			(26,854,519	)
Net loss		—		—		—			—			(21,121,393	)		—			(21,121,393	)
Share-based compensation		—		—		682,262			—			—			—			682,262
Foreign currency translation adjustment		—		—		—			—			—			(565,912	)		(565,912	)
Balance as of September 30, 2013		303,886,640	$	3,039	$	17,589,403		$	(3,000	)	$	(150,154,640	)	$	(1,887,849	)	$	(134,453,047	)
Balance as of January 1, 2014		303,886,640	$	3,039	$	7,029,716		$	(3,000	)	$	(161,205,591	)	$	(2,712,873	)	$	(156,888,709	)
Accretion for Series A-1, Series A-2 and Series B convertible redeemable preferred shares		—		—		(8,694,957	)		—			(30,590,592	)		—			(39,285,549	)
Net loss		—		—		—			—			(32,446,564	)		—			(32,446,564	)
Share-based compensation (Note)		—		—		1,665,241			—			—			—			1,665,241
Subscription received		—		—		—			3,000			—			—			3,000
Foreign currency translation adjustment		—		—		—			—			—			855,382			855,382
Balance as of September 30, 2014		303,886,640	$	3,039	$	—		$	—		$	(224,242,747	)	$	(1,857,491	)	$	(226,097,199	)

Note: On June 29, 2014, the primary shareholder, Mr. Maodong Xu ("Maodong") transferred 30,372,540 of his ordinary shares of the Company to certain directors and executives for nil consideration. The fair value of $671,233 of ordinary shares transferred as of transaction date was accounted for as capital contribution by Maodong to the Company and was included in the share-based compensation of $1,665,241 for the nine-month period ended September 30, 2014 (see details in note 12).

F-56

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

	Nine-Month Period Ended September 30,
	2013			2014
Cash flows from operating activities:
Net loss	$	(21,121,393	)	$	(32,446,564	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		682,262			1,665,241
Depreciation and amortization		1,795,848			1,402,640
Allowance for doubtful advance to suppliers		1,224,927			618,159
Gain on disposal of VIE and VIE's subsidiaries		(895	)		—
Loss from disposal of property and equipment		61,119			108,059
Changes in operating assets and liabilities:
Accounts receivable		59,819			377,311
Prepaid expenses and other current assets		(1,406,433	)		1,020,642
Accounts payable		(2,043,703	)		5,629,706
Advance from customers		5,270,180			1,291,857
Accrued expenses and other current liabilities		218,450			(3,770,293	)
Deferred income taxes		(16,553	)		—
Net cash used in operating activities		(15,276,372	)		(24,103,242	)
Cash flows from investing activities:
Purchase of property and equipment		(344,469	)		(412,342	)
Amounts due from related party		211,387			—
Restricted cash		2,500,000			—
Net cash provided by/ (used in) investing activities		2,366,918			(412,342	)
Cash flows from financing activities:
Amounts due to related parties		12,441,269			26,828,511
Proceeds from ordinary shareholders		—			3,000
Proceeds from short-term loan		1,626,610			—
Repayments for third party loans		(1,200,438	)		—
Payments for IPO costs		—			(595,725	)
Repayments of borrowings		(2,277,254	)		(1,651,880	)
Net cash provided by financing activities		10,590,187			24,583,906
Effect of exchange rate changes		125,124			26,012
(Decrease)/Increase in cash		(2,194,143	)		94,334
Cash and cash equivalents, beginning of the year		4,247,374			419,305
Cash and cash equivalents, end of the year	$	2,053,231		$	513,639
Supplement disclosure of cash flow information:
Income taxes paid	$	2,727		$	—
Interest paid		107,050			104,084

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-57

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

1. BASIS OF PREPARATION

        The accompanying unaudited condensed consolidated financial statements include the financial information of Wowo Limited ("the Company"), its subsidiaries, its variable interest entities ("VIEs") and VIEs' subsidiaries (the "Group"). All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and U.S. generally accepted accounting standards for interim financial reporting. The results of operations for the nine-month periods ended September 30, 2013 and 2014 are not necessarily indicative of the results for the full years.

        The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and notes thereto included in the Group's audited consolidated financial statements for each of the two years in the period ended December 31, 2013. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair presentation of financial results for the interim periods presented. The Group believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of our consolidated financial statements for each of the two years in the period ended December 31, 2013.

        The financial information as of December 31, 2013 presented in the unaudited condensed consolidated financial statements is derived from our audited consolidated financial statements for the year ended December 31, 2013.

        The following financial statements amounts and balances of the VIEs were included in the accompanying consolidated financial statements as of December 31, 2013 and September 30, 2014, and for the nine-month periods ended September 30, 2013 and 2014 (after inter-company elimination):

	December 31, 2013		September 30, 2014
Cash and cash equivalents	$	263,160	$	338,690
Accounts receivable, net		1,722,001		1,307,788
Prepaid expenses and other current assets		8,805,316		8,110,157
Total current assets		10,790,477		9,756,635
Property and equipment, net		2,692,457		1,812,587
Other non-current assets		7,649,731		7,544,701
Total non-current assets		10,342,188		9,357,288
Total assets	$	21,132,665	$	19,113,923
Advance from customers		28,690,785		29,609,836
Amounts due to related parties		26,254,333		53,717,782
Accrued expenses and other current liabilities		39,252,849		37,994,499
Total current liabilities		94,197,967		121,322,117
Total liabilities	$	94,197,967	$	121,322,117

F-58

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

1. BASIS OF PREPARATION (Continued)

	Nine-Month Period Ended September 30,
	2013			2014
Net revenues	$	27,633,285		$	20,642,062
Net loss	$	(8,659,767	)	$	(19,190,689	)

	Nine-Month Period Ended September 30,
	2013		2014
Net cash provided by/ (used in) operating activities	$	4,120,053	$	(14,636,401	)
Net cash provided by/ (used in) investing activities		778		(274,371	)
Net cash provided by financing activities	$	13,488,878	$	24,514,782

        The VIEs contributed an aggregate of 100% and 100% of the consolidated net revenues for the nine-month periods ended September 30, 2013 and 2014, respectively. As of December 31, 2013 and September 30, 2014, the VIEs accounted for an aggregate of 90.4% and 92.0%, respectively, of the consolidated total assets, and 97.7% and 98.0%, respectively, of the consolidated total liabilities. The assets not associated with the VIEs primarily consist of cash and cash equivalents, prepaid expenses and other current assets and property and equipment. The recognized and unrecognized revenue-producing assets that are held by the VIEs are primarily the following:

•

Property and equipment

•

Acquired intangible assets, such as trade name/domain names, user base, operating system and customer relationship

2. GOING CONCERN

        The Group's history of losses has resulted in its total liabilities and mezzanine equity exceeding its total assets by $226.1 million as of September 30, 2014 and $156.9 million as of December 31, 2013. The Group experienced a net loss of approximately $21.1 million and $32.4 million for the nine-month periods ended September 30, 2013 and 2014, respectively, and negative cash flows from operations of approximately $15.3 million and $24.1 million for the nine-month periods ended September 30, 2013 and 2014, respectively. In addition, the Group's total current liabilities exceed its total current assets by $113.4 million as of September 30, 2014 and $84.8 million as of December 31, 2013. These conditions raise substantial doubt about the Group's ability to continue as a going concern. However, management believes the Group has the ability to fulfill its financial obligations as they fall due through December 31, 2015 and will continue as a going concern because its primary shareholder, Maodong, has agreed in writing to provide adequate funds to enable the Group to meet in full its financial obligations as they fall due through December 31, 2015, which commitment is further supported by pledges of certain assets from Maodong, and the funds will be provided in the form of equity investment.

F-59

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

2. GOING CONCERN (Continued)

        Starting from January 1, 2014 to January 7, 2015, Maodong provided interest-free funds directly and indirectly through companies controlled by him, which enabled the Company to meet its working capital requirements to fund the Group's daily operations for a total amount of $36,418,133 (equivalent to RMB223,534,500). The funds provided by Maodong are interest-free with maturity of 90 days and are repayable on demand once the loans fall due.

        The Group believes that it can realize its assets and satisfy its liabilities in the normal course of business with the financial support from Maodong. As a result, the accompanying consolidated financial statements have been prepared assuming the Group will continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue recognition

        The Group primarily generates revenues from sales commission of the online coupons and storefront fees.

(a)

Sales commission of the online coupons

        The Group presents revenues on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Group acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Group recognizes revenues when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Group enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered.

        The Group earns the related commission revenue as an agent when its subscribers actually redeem their coupons. Until such time, the proceeds received by the Group from selling the online coupons are recorded as advance from customers. During the period from the offer validation to the point of online coupon redemption, the Group is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Group's subscribers. The Group also provides ongoing customer service support to its merchants through the redemption of the coupons. The Group has concluded these performance obligations to be a substantive and integral part of the Group's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Group earns its commission has been culminated and the Group has completed its service obligations to its merchants. The Group's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

F-60

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Group adopts operational return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a customer has not redeemed the coupon within twenty days after expiration date of the coupon (the "Refund Period"). Historically, the amounts of refund claimed by customers for the redeemed coupons was clearly insignificant. Based on an analysis of historical patterns and amounts of claims by customers, the Group provides a refund reserve with an estimated refund rate close to zero for the redeemed coupons. Currently, unredeemed amounts beyond the Refund Period remains in advance from customers on the balance sheet at a gross basis due to the ambiguity and uncertainty regarding interpretation and application of current PRC laws with respect to the nature of these unredeemed amounts, such as PRC Civil Law, Law on the Protection of the Rights and Interests of Consumers and certain normative documents enacted by the State Administration of Industry and Commerce, or the SAIC. The Group recognizes revenue from these unredeemed amounts until the third anniversary from the expiration date of the coupon, when the possibility for a customer to initiate a claim becomes remote. The Group recognized $1,830,495 revenue from these unredeemed amounts for the nine month period ended September 30, 2014.

        In addition, the merchants are contractually responsible and liable for the quality of the products or services provided and the Group also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Group incurred as a result of such refunds have been minimal for the years presented.

(b)

Storefront fees

        The Group also derives the revenue from storefront fees for merchants that have opened online stores with the Company's website. The merchants pay a fixed fee for an agreed contract period. The Group recognizes revenues ratably over the period the storefront services are provided.

Unaudited pro forma information

        Unaudited pro forma balance sheet information as of September 30, 2014 assumes the automatic conversion of all of the outstanding Series A-1 convertible redeemable preferred shares, Series A-2 convertible redeemable preferred shares and Series B convertible redeemable preferred shares into ordinary shares at the original conversion ratio and conversion of all the indebtedness owed to Maodong, directly and indirectly, into ordinary shares at the initial public offering price as if the conversion had occured as of September 30, 2014. The effect of conversion of indebtedness owed to Maodong is all reflected in additional paid-in capital since the initial offering price is not determined yet.

        Unaudited pro forma net income/(loss) per share is not presented because the effect of the conversion of the outstanding Series A-1 convertible redeemable preferred shares, Series A-2 convertible redeemable preferred shares and Series B convertible redeemable preferred shares using conversion ratio of 1:1 and conversion of all the indebtedness owed to Maodong, directly and indirectly, into ordinary shares at the initial public offering price would not result in any dilution to net loss applicable to ordinary shareholders and would have resulted in a pro forma net income/(loss) per share

F-61

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

higher than the actual basic net income/(loss) per share for the nine-month period ended September 30, 2014.

Recent accounting pronouncements adopted

        In July 2013, the Financial Accounting Standards Board ("FASB") issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists. The FASB's objective in issuing this Accounting Standards Update ("ASU") is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. generally accepted accounting principles ("U.S. GAAP").

        The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward, except as follows. To the extent a net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.

        This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carry forward, a similar tax loss, or a tax credit carry forward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this guidance did not have a significant effect on the Group's consolidated financial statements.

Recent accounting pronouncements not yet adopted

        In May 2014, the FASB issued, ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". The guidance substantially converges final standards on revenue recognition between the FASB and the International Accounting Standards Board providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all exiting revenue recognition guidance, including industry-specific guidance, in current U.S. GAAP.

        The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

•

Step 1: Identify the contract(s) with a customer.

•

Step 2: Identify the performance obligations in the contract.

F-62

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent accounting pronouncements not yet adopted (continued)

•

Step 3: Determine the transaction price.

•

Step 4: Allocate the transaction price to the performance obligations in the contract.

•

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

        For a public entity, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted.

        An entity should apply the amendments in this ASU using one of the following two methods:

1.

Retrospectively to each prior reporting period presented and the entity may elect any of the following practical expedients:

•

For completed contracts, an entity need not restate contracts that begin and end within the same annual reporting period.

•

For completed contracts that have variable consideration, an entity may use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods.

•

For all reporting periods presented before the date of initial application, an entity need not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when the entity expects to recognize that amount as revenue.



2.

Retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. If an entity elects this transition method it also should provide the additional disclosures in reporting periods that include the date of initial application of:

•

The amount by which each financial statement line item is affected in the current reporting period by the application of this ASU as compared to the guidance that was in effect before the change.

•

An explanation of the reasons for significant changes.

        The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

        In June 2014, the FASB issued a new pronouncement which requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation—Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes

F-63

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent accounting pronouncements not yet adopted (continued)

probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Group does not expect the adoption of this guidance will have a significant effect on the Group's consolidated financial statements.

        In August, 2014, the FASB issued a new pronouncement which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements. Further, an entity must provide certain disclosures if there is "substantial doubt about the entity's ability to continue as a going concern." The new standard is effective for fiscal years ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2013		September 30, 2014
Advance to suppliers, net	$	6,337,707	$	5,546,750
Rental and other deposits		1,839,663		1,505,897
Prepaid rental expenses		723,075		194,115
Prepaid advertisement expenses		440,064		447,604
Advances to employees		83,848		163,208
Prepaid professional service fee		—		598,183
Other current assets		70,154		31,791
	$	9,494,511	$	8,487,548

        Advance to suppliers is net of allowance for advance to suppliers. Movement of allowance for advance to suppliers is as follows:

	Balance as of January 1,		Charge to expenses		Write off		Exchange adjustments			Balance as of September 30,
2013	$	1,661,122	$	1,224,927		—	$	39,236		$	2,925,285
2014	$	3,063,763	$	618,159		—	$	(39,156	)	$	3,642,766

F-64

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

5. PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2013			September 30, 2014
Computer and software	$	7,116,803		$	6,934,197
Furniture and fixtures		692,149			594,587
Leasehold improvement		665,828			363,914
Total		8,474,780			7,892,698
Less: accumulated depreciation		(4,388,835	)		(4,964,382	)
Property and equipment, net	$	4,085,945		$	2,928,316

        Depreciation expenses for the nine-month periods ended September 30, 2013 and 2014 were $1,455,616 and $1,402,640, respectively.

6. ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31, 2013			September 30, 2014
Trade name/domain name	$	3,202,608		$	3,202,608
User base		485,735			485,735
Operating system		87,467			87,467
Customer relationship		21,309			21,309
Total		3,797,119			3,797,119
Less: Accumulated amortization		(1,762,328	)		(1,762,328	)
Less: Accumulated impairment of intangible assets		(2,034,791	)		(2,034,791	)
Acquired intangible assets, net	$	—		$	—

        The amortization expenses of acquired intangible assets were $340,232 and nil for the nine-month periods ended September 30, 2013 and 2014, respectively.

        In 2013, the Group recognized an impairment loss of $2,034,791 as carrying amount of the intangible assets exceeded the fair value of the assets based on a discounted cash flow method using assumptions about revenue growth rates and the appropriate discount rates.

F-65

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

7. GOODWILL

        The changes in the goodwill balance for the year ended December 31, 2013 and for the nine-month period ended September 30, 2014 is as follows:

	December 31, 2013		September 30, 2014
Gross amount:
Beginning balance	$	7,433,142	$	7,649,731
Addition		—		—
Exchange difference		216,589		(105,030	)
Ending balance		7,649,731		7,544,701
Accumulated impairment loss:
Beginning balance		—		—
Charge for the period		—		—
Ending balance		—		—
Goodwill, net	$	7,649,731	$	7,544,701

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2013		September 30, 2014
Accrued payroll and welfare	$	17,081,601	$	17,475,119
Advance from subscribers		5,518,550		1,260,156
Payable for advertisements		1,258,428		875,149
Other tax payable		11,298		—
Deposit payable		941,295		1,205,657
Amount due to a third party (Note 14(i))		994,101		—
Payable for professional fee		252,540		—
Others		287,338		416,260
Total accrued expenses and other current liabilities	$	26,345,151	$	21,232,341

        Advance from subscribers represent primarily the cash balances placed in individual Wowo accounts.

9. SHORT-TERM LOAN

        On April 1, 2013, the Group repaid the full amounts of principal and interests for a short-term loan of $2,247,154 (equivalent to RMB14 million) entered into on April 6, 2012. Interest expenses accrued and paid for this loan was $44,277 for the nine-month period ended September 30, 2013.

        On March 1, 2013, the Group entered into a short-term loan agreement with a PRC bank with a term of twelve-month and the annual interest rate was adjusted to 120% of the annual interest rate

F-66

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

9. SHORT-TERM LOAN (Continued)

published by People's Bank of China in March 2013 and the credit limit of this loan is $3,968,254 (equivalent to RMB25 million). An amount of $1,651,880 (equivalent to RMB10 million) was drawn as of December 31, 2013. Interest expenses accrued and paid for this loan was $62,773 for the nine-month period ended September 30, 2013.

        On January 10, 2014 and February 11, 2014, the Group repaid the principal of short-term loans with the PRC bank noted above of $825,940 (equivalent to RMB5 million) and $825,940 (equivalent to RMB5 million) and the interest of $104,084(equivalent to RMB720,000), respectively, there was no outstanding short-term loan as of September 30, 2014.

10. INCOME TAXES

        Provision (credit) for income tax consisted of the following:

	Nine-month period ended September 30,
	2013			2014
Income tax benefits:
PRC current income tax expenses	$	10,735		$	—
PRC deferred income tax benefits		(16,554	)		—
Total	$	(5,819	)	$	—

F-67

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

10. INCOME TAXES (Continued)

        The significant components of the Group's deferred tax assets and liabilities were as follows:

	December 31, 2013			September 30, 2014
Deferred tax assets
Current
Allowance for doubtful accounts	$	526,160		$	645,100
Accrued payroll		582,954			827,870
Advertisement expenses		11,107,768			12,132,259
Total current deferred tax assets		12,216,882			13,605,229
Non-current
Net operating loss carry forwards		21,233,802			26,152,908
Total deferred tax assets		33,450,684			39,758,137
Less: valuation allowance		(33,450,684	)		(39,758,137	)
Net deferred tax assets	$	—		$	—
Deferred tax liabilities
Non-current
Acquired intangible assets	$	—		$	—
Total deferred tax liabilities	$	—		$	—

        The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward years, the Group's experience with tax attributes expiring unused and tax planning alternatives. The Group's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward years provided for in the tax law.

        The Group had incurred net operating losses carry forwards of $15,287,826 and $21,160,890 from the Group's PRC entities for the nine-month periods ended September 30, 2013 and 2014, respectively, which would expire on various dates through 2018. The Group operates its business through its subsidiaries, its VIEs and their subsidiaries. The Group does not file consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries may not be used to offset other subsidiaries' or VIEs' earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. As of December 31, 2013 and September 30, 2014, valuation allowance was $33,450,684 and $39,758,137, respectively, which were provided against deferred tax assets as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future.

F-68

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

10. INCOME TAXES (Continued)

        Reconciliation between the expense (benefit) of income taxes computed by applying the PRC tax rate to loss before income taxes and the actual provision of income taxes is as follows:

	Nine-month period ended September 30,
	2013			2014
Net loss before provision for income taxes		(21,127,212	)		(32,446,564	)
Statutory tax rates in the PRC		25	%		25	%
Income tax at statutory tax rate		(5,281,803	)		(8,111,641	)
Expenses not deductible for tax purposes
Entertainment expenses exceeded tax limit		40,713			24,689
Effect of income tax rate difference in other jurisdiction		509,965			1,779,499
Changes of valuation allowance		4,725,306			6,307,453
Income tax benefit	$	(5,819	)	$	—

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES

        As of September 30, 2014, there were 12,202,988 Series A-1 Preferred Shares, 122,029,877 Series A-2 Preferred Shares and 30,507,471 Series B Preferred Shares outstanding.

        The Group assesses the probability of redemption and accrues proper accretion over the period from the date of issuance to the earliest redemption date of the Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares using the effective interest rate method. The Group recognized $26,854,519 and $39,285,549 as accretion for Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares for the nine-month periods ended September 30, 2013 and 2014, respectively.

        The changes in Preferred Shares balance for the nine-month periods ended September 30, 2013 and 2014 are as follows:

	Series A-1 Preferred Shares		Series A-2 Preferred Shares		Series B Preferred Shares		Total
Balance as of January 1, 2013	$	4,111,914	$	28,072,921	$	14,012,736	$	46,197,571
Accretion for the Preferred Shares		877,954		24,424,663		1,551,902		26,854,519
Balance as of September 30, 2013	$	4,989,868	$	52,497,584	$	15,564,638	$	73,052,090
Balance as of January 1, 2014	$	5,310,921	$	62,409,342	$	16,119,156	$	83,839,419
Accretion for the Preferred Shares		1,058,170		36,442,691		1,784,688		39,285,549
Balance as of September 30, 2014	$	6,369,091	$	98,852,033	$	17,903,844	$	123,124,968

F-69

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

12. SHARE-BASED COMPENSATION

Ordinary shares to directors and executives

        On June 29, 2014, Maodong transferred his 30,372,540 ordinary shares of the Company to certain directors and executives for nil consideration. The ordinary shares were transferred for the purpose of attracting and maintaining these directors and executives without service or performance conditions. All the ordinary shares transferred immediately vested and the estimated fair value per ordinary share was $0.0221 on June 29, 2014. The share-based compensation of $671,233 was charged to operating expenses for the nine-month period ended September 30, 2014.

Options to employees

        On February 1, 2011, the board of directors approved the Company 2011 Share Incentive Plan ("2011 Plan"). Under 2011 Plan, on March 15, 2013, the Company granted 1,128,590 and 100,000 option shares to the employee and managements with exercise price of $0.2 and $0.2 per share, respectively. On April 18, 2014, the Company granted 9,341,500 and 2,104,000 option shares to the employee and managements with exercise price of $0.01 and $0.01 per share, respectively. The estimated fair value of the share options on the date of grant was evaluated using binomial model. The number of options granted, exercise price, estimated fair value of options and the forfeiture rate of options granted to its employees are summarized as follows:

Grant date	Number of options		Exercise price at grant date		Estimated fair value at grant date		Forfeiture rate
2013/03/15		100,000		0.2		0.0145		25.0	%
		1,128,590		0.2		0.0133		40.0	%
Subtotal		1,228,590
2014/04/18		2,104,000		0.01		0.0031		9.0	%
		9,341,500		0.01		0.0023		40.0	%
Subtotal		11,445,500

        The Group recognized compensation cost on the share options to employees on a straight-line basis over the requisite service period. The options granted on March 15, 2013 vest ratably over 48 months and are exercisable up to 5 years from the date of grant. The options granted on April 18, 2014 vest on the first anniversary of the date of grant.

        The share-based compensation of $682,262 and $994,008 were charged to operating expenses and cost of revenues for the nine-month periods ended September 30, 2013 and 2014, respectively.

F-70

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

12. SHARE-BASED COMPENSATION (Continued)

        The fair value of the options granted was estimated on the date of grant with the assistance of an independent third-party appraiser, and was determined using binomial model with the following assumptions:

	March 15, 2013	April 18, 2014
Expected volatility(1)	65%	55%
Risk-free interest rate(2)	0.90%	1.8%
Expected dividend yield(3)	nil	nil
Exercise price(4)	$0.2	$0.01
Fair value of the underlying ordinary shares(5)	$0.0611	$0.0081

(1)

Volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical            volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options.

(2)

Risk-free rate

Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options.

(3)

Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the life of the options.

(4)

Exercise price

The exercise price of the options was determined by the Group's board of directors.

(5)

Fair value of underlying ordinary shares

The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance of an independent third-party appraiser.

F-71

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

12. SHARE-BASED COMPENSATION (Continued)

        The following table summarizes information regarding options granted:

Options	Number of share options			Weighted average exercise price		Weighted average grant date fair value		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of January 1, 2013		44,996,160		$	0.10	$	0.13		3.83	$	1,315,610
Granted		1,228,590		$	0.20	$	0.01		—		—
Forfeited and expired		(8,930,250	)	$	0.14	$	0.15		—		—
Outstanding as of September 30, 2013		37,294,500		$	0.09	$	0.14		3.18	$	1,224,221
Outstanding as of January 1, 2014		34,681,354		$	0.13	$	0.13		2.88	$	1,270,279
Granted		11,445,500		$	0.01	$	0.00		—		—
Forfeited and expired		(5,211,286	)	$	0.10	$	0.13		—		—
Outstanding as of September 30, 2014		40,915,568		$	0.07	$	0.09		2.78	$	426,315
Exercisable as of September 30, 2014		—			—		—		—		—

        As of September 30, 2014, there was $911,889 of total unrecognized compensation cost related to non-vested share-based compensation under the 2011 Plan, which is expected to be recognized over a weighted-average period of 0.73 years.

F-72

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

13. NET LOSS PER SHARE

        The calculation of the net loss per share is as follows:

	Nine-month periods ended September 30,
	2013			2014
Numerator:
Net loss attributable to Wowo Limited	$	(21,121,393	)	$	(32,446,564	)
Accretion for Series A-1 Preferred Shares		(877,954	)		(1,058,170	)
Accretion for Series A-2 Preferred Shares		(24,424,663	)		(36,442,691	)
Accretion for Series B Preferred Shares		(1,551,902	)		(1,784,688	)
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary shares		(47,975,912	)		(71,732,113	)
Accretion for Series A-1 Preferred Shares		877,954			1,058,170
Net income attributable to Series A-1 preferred Shareholders for computing basic net income per Series A-1 Preferred Shares		877,954			1,058,170
Accretion for Series A-2 Preferred Shares		24,424,663			36,442,691
Net income attributable to Series A-2 preferred Shareholders for computing basic net income per Series A-2 Preferred Shares		24,424,663			36,442,691
Accretion for Series B Preferred Shares		1,551,902			1,784,688
Net income attributable to Series B preferred Shareholders for computing basic net income per Series B Preferred Shares		1,551,902			1,784,688
Denominator:
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary shares		303,886,640			303,886,640
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary shares		303,886,640			303,886,640
Weighted average shares outstanding used in computing basic net income per Series A-1 Preferred Shares		12,202,988			12,202,988
Weighted average shares outstanding used in computing basic net income per Series A-2 Preferred Shares		122,029,877			122,029,877
Weighted average shares outstanding used in computing basic net income per Series B Preferred Shares		30,507,471			30,507,471
Net loss per ordinary shares
Basic	$	(0.16	)	$	(0.24	)
Diluted	$	(0.16	)	$	(0.24	)
Net income per Series A-1 preferred shares—Basic	$	0.07		$	0.09
Net income per Series A-2 preferred shares—Basic	$	0.20		$	0.30
Net income per Series B preferred shares—Basic	$	0.05		$	0.06

F-73

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

13. NET LOSS PER SHARE (Continued)

        Series A-1, Series A-2 and Series B Preferred Shares were excluded from the computation of diluted net loss per ordinary share for the nine-month periods ended September 30, 2013 and 2014 because their effects were anti—dilutive.

        For the nine-month periods ended September 30, 2013 and 2014, 1,388,950 and 154,897 ordinary shares resulting from the assumed exercise of share options using the treasury stock method were excluded as their effect was anti-dilutive, respectively.

14. RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Media Technology Co., Ltd. ("Lmobile Media")	Controlled by Maodong
Maodong	Shareholder
Beijing Wowo Shiji Information Technology Co., Ltd. ("Beijing Wowo Shiji")	Controlled by top management of the Company
Rizhao Yinxingshu Equity Investment Fund, L.P ("Yinxingshu")(i)	Controlled by Maodong
Beijing Shiletao Ecommerce Co., Ltd ("Shiletao")(ii)	Controlled by Maodong
Dallsfield Ltd	Controlled by Maodong

(i)

Previously known as Rizhao Yinxingshu Business Information Consulting Center and the name change permit granted by governmental authority in May 2014.

(ii)

On March 26, 2014, Maodong contributed RMB9 million as registered capital of Shiletao and held 90% equity interests immediately after the transaction. Following the capital contribution by Maodong, Madong became the common shareholder of the Group and Shiletao. Shiletao became a related party of the Group. The amount due to Shiletao was reclassified as amount due to related parties since March 26, 2014.

(a)

As of December 31, 2013 and September 30, 2014 the following balances were due from/to the related parties:

	December 31, 2013			September 30, 2014
Amount due from Beijing Wowo Shiji(i)		3,799	(i)		—
Total	$	3,799			—

(i)

The amount represents payments of operating expenses and purchasing software on behalf of Beijing Wowo Shiji.

F-74

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

14. RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

	December 31, 2013		September 30, 2014
Amount due to Yinxingshu(iii)	$	12,058,724	$	23,297,560
Amount due to Maodong(iii)		13,528,897		29,146,388
Amount due to Shiletao(iii)		—		980,452
Amount due to Dallsfield Ltd(iii)		—		250,000
Amount due to Lmobile Media(ii)		666,712		293,382
Total	$	26,254,333	$	53,967,782

(ii)

The amount represents short messaging service ("SMS") distribution platform fee, which has not been paid to Lmobile Media.

(iii)

The amount represents the funds provided by Maodong, to support the working capital for Beijing Wowo Tuan's daily operations. The funds provided by Maodong are interest-free with maturity of 90 days and are repayable on demand once the loans fall due As of September 30, 2014, out of $53,674,400 total loan amount $48,210,961 had become overdue and the remaining balance $5,463,439 was due within 90 days.

All the amounts due from/to related parties are unsecured and non-interest bearing.

(b)

The SMS distribution platform fee incurred to Lmobile Media were $458,078 and $450,226 for the nine-month periods ended September 30, 2013 and 2014, respectively.

15. COMMITMENTS AND CONTINGENCIES

Operating lease

        The Group leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the nine-month periods ended September 30, 2013 and 2014 were $1,632,870 and $1,728,466, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
three-month period ending December 31, 2014	$	539,050
2015		935,645
2016		244,523
2017		1,760
2018		—
2019		—
Total	$	1,720,978

Withholding tax obligation

        Pursuant to PRC individual income tax laws, when a corporation purchases equity interest from individuals, the individuals are obligated to pay individual income tax based on 20% of the capital gain

F-75

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

15. COMMITMENTS AND CONTINGENCIES (Continued)

from the transaction with the corporation as the withholding agent. The Group has purchased equity interests of certain entities from individual sellers. There is a possibility that if individual sellers fail to meet their income tax obligations, the tax authority may require the Group who is withholding agent to pay the taxes for the sellers firstly. Based on the information currently available, the Group was unable to make a reasonable estimate of the related liability due to the uncertainty related to the outcome and amount of payment and relating penalty and interest.

16. MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were $8,389,920 and $6,730,363 for the nine-month periods ended September 30, 2013 and 2014, respectively, reported as a component of operating expenses.

17. STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' subsidiaries are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2013 and September 30, 2014, none of the Group's PRC subsidiaries and VIEs has a general reserve that reached 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's PRC subsidiaries and VIEs.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIEs was nil and nil for the nine-month periods ended September 30, 2013 and 2014, respectively.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted

F-76

WOWO LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT (Continued)

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2013 AND 2014

(In U.S. dollars, except share and share related data)

17. STATUTORY RESERVES AND RESTRICTED NET ASSETS (Continued)

include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIEs. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIEs in the Group not available for distribution were $26,868,317 and $26,172,392 as of December 31, 2013 and September 30, 2014, respectively, including $5,175,446 and $4,479,521 of net restricted assets recorded under VIEs in the Group.

18. SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services and storefront services throughout the PRC.

        The Group's chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. The Group's revenue and net income are substantially derived from sales commission of online coupons and storefront fees. But the Group does not have discrete financial information of costs and expenses between various services in its internal reporting, and reports costs and expenses by nature as a whole. Therefore, the Group has one operating segment.

        The table below is only presented at the revenue level with no allocations of direct or indirect cost and expenses. The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

        Components of net revenue are presented in the following table:

	Nine-month period ended September 30,
	2013		2014
Sales commission of online coupons	$	20,920,958	$	13,353,243
Storefront fees		6,712,327		7,288,819
Total	$	27,633,285	$	20,642,062

F-77

Wowo Limited

            American Depositary Shares
Representing            Ordinary Shares

Prospectus

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers

        Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's post-offering memorandum and articles of association provide that each officer and director of the registrant shall be indemnified and secured harmless out of the assets and profits of the registrant from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts.

        Under the form of indemnification agreements filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

        The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities

        During the past three years, we have issued and sold the securities in Wowo Group Limited described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. All references to number of shares in the table below have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares. On August 4, 2011, we effected a share swap in which shareholders of

II-1

Wowo Group Limited, our current holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited.

Purchaser	Date of Sale or Issuance	Title and Number of Securities	Consideration (US$ in cash)	Underwriting Discount and Commission
Yonghong Lv	January 20, 2011	2,564,103 ordinary shares	1.0 million		N/A
Xiaoyang Hu	January 20, 2011	5,128,205 ordinary shares	2.0 million		N/A
Yongming Zhang	March 8, 2011	16,194,332 ordinary shares	8.0 million		N/A
	July 5, 2011	7,923,246 Series A-2 Preferred Shares	7.7 million		N/A
Zero2IPO China Fund II L.P.	April 3, 2011	5,489,604 Series A-1 Preferred Shares	5.0 million		N/A
	June 8, 2011	2,053,580 Series A-2 Preferred Shares	2.0 million		N/A
	February 29, 2012	1,220,299 Series B Preferred Shares	0.5 million		N/A
CDH Barley Limited	May 25, 2011	30,803,678 Series A-2 Preferred Shares	30.0 million		N/A
	February 29, 2012	7,321,793 Series B Preferred Shares	3.0 million		N/A
Besto Holdings Limited	July 5, 2011	5,133,946 Series A-2 Preferred Shares	5.0 million		N/A
	February 29, 2012	7,321,793 Series B Preferred Shares	3.0 million		N/A
Xiangqing Lin	July 5, 2011	4,398,225 Series A-2 Preferred Shares	4.3 million		N/A
David Tse Young Chou	July 5, 2011	1,026,789 Series A-2 Preferred Shares	1.0 million		N/A
	February 29, 2012	976,239 Series B Preferred Shares	0.4 million		N/A
Tianyou Investment Limited	February 29, 2012	1,220,299 Series B Preferred Shares	0.5 million		N/A
New Field Worldwild Ltd	February 29,2012	7, 321,793 Series B Preferred Shares	3.0 million		N/A
NEO Power Ltd	February 29,2012	2,440,598 Series B Preferred Shares	1.0 million		N/A
Blue Ivy Holdings Limited	February 29,2012	2,684,657 Series B Preferred Shares	1.1 million		N/A
Directors, Officers and Employees	Various dates	Option to purchase 69,069,720 ordinary shares	various prices		N/A

Item 8.    Exhibits and Financial Statement Schedules

(a)

Exhibits

        See Exhibit Index beginning on page II—6 of this Registration Statement.

(b)

Financial Statement Schedules

        Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

Item 9.    Undertakings

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense

II-2

of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People's Republic of China on January 9, 2015.

Wowo Limited
By:	/s/ MAODONG XU
	Name:	Maodong Xu
	Title:	Chief Executive Officer

        Each person whose signature appears below constitutes and appoints each of            and            as an attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any and all amendments or supplements to this registration statement, whether such amendments or supplements are filed before or after the effective date of such registration statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to any and all instruments or documents filed as part of or in connection with this registration statement and any and all amendments thereto, whether such amendments are filed before or after the effective date of such registration statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on January 9, 2015.

Signature	Capacity
/s/ MAODONG XU Maodong Xu	Chairman, Chief Executive Officer (principal executive officer)
/s/ JIANGUANG WU Jianguang Wu	Director, Executive President
/s/ XIAOYI NIU Xiaoyi Niu	Director
/s/ YONGMING ZHANG Yongming Zhang	Director, Chief Technology Officer
/s/ FRANK ZHIGANG ZHAO Frank Zhigang Zhao	Chief Financial Officer (principal financial and accounting officer)

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Wowo Limited has signed this registration statement or amendment thereto in New York on January 9, 2015.

By:	/s/ DIANA ARIAS
	Name:	Diana Arias
	Title:	Service of Process Officer Law Debenture Corporate Services Inc.

II-5

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	1.1	*	Form of Underwriting Agreement
	3.1	*	[Third] Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of the offering
	4.1	*	Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)
	4.2	*	Registrant's Specimen Certificate for Ordinary Shares
	4.3	*	Deposit Agreement, dated as of                    , 2014, between the Registrant, the depositary and holder of the American Depositary Receipts
	5.1	*	Opinion of Maples and Calder regarding the validity of the ordinary shares being registered
	8.1	*	Opinion of Jones Day regarding certain U.S. tax matters
	8.2	*	Opinion of B & D Law Firm regarding certain PRC tax matters
	8.3	*	Opinion of Maples and Calder regarding certain Cayman Islands tax matters
	10.1		Registrant's Share Incentive Plan
	10.2	*	[Form of Indemnification Agreement with the Registrant's directors]
	10.3	*	Form of Employment Agreement
	10.4		English translation of the Amended and Restated Exclusive Call Option Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shijie, dated August 6, 2014
	10.5		English translation of the Amended and Restated Exclusive Consulting and Service Agreement entered into by and between Beijing Wowo Tuan and Wowo Shijie, dated August 6, 2014
	10.6		English translation of the Amended and Restated Equity Pledge Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shijie, dated August 6, 2014
	10.7		English translation of the Amended and Restated Exclusive Call Option Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shijie, dated August 6, 2014
	10.8		English translation of the Amended and Restated Exclusive Consulting and Service Agreement entered into by and between Kai Yi Shi Dai and Wowo Shijie, dated August 6, 2014
	10.9		English translation of the Amended and Restated Equity Pledge Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shijie, dated August 6, 2014
	10.10		English translation of Power of Attorney relating to Beijing Wowo Tuan dated August 6, 2014
	10.11		English translation of Power of Attorney relating to Kai Yi Shi Dai dated August 6, 2014
	10.12		Series B Shareholders Agreement entered into by and between the Company and the shareholders, dated February 29, 2012
	10.13		English translation of the Working Capital Provision Agreement executed by Mr. Maodong Xu dated on October 20, 2014

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Exhibit No.			Description of Exhibit
	10.14		English translation of the Debt to Equity Conversion Agreement relating to Mr. Xu's loan to the Company dated September 19, 2014
	21.1		List of Subsidiaries of the Registrant
	23.1		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP
	23.2	*	Consent of Maples and Calder (included in exhibit 5.1)
	23.3	*	Consent of Jones Day (included in exhibit 8.1)
	23.4	*	Consent of B & D Law Firm (included in exhibit 8.2)
	23.5		Consent of iResearch Consulting Group
	24.1	*	Power of Attorney (included on signature page)
	99.1	*	Code of Business Conduct and Ethics of Registrant
	99.2	*	Opinion of B & D Law Firm regarding certain PRC legal matters
	99.3		Original Draft Registration Statement dated August 8, 2011
	99.4		Original Draft Registration Statement dated September 23, 2011
	99.5		Original Draft Registration Statement dated October 27, 2011
	99.6		Original Draft Registration Statement dated November 22, 2011
	99.7		Prior transmittal letters to the SEC dated: August 8, 2011, September 23, 2011, October 27, 2011, and November 22, 2011

*

To be filed by amendment.

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EX-10.1

Exhibit 10.1

WOWO LIMITED
2011 SHARE INCENTIVE PLAN

1.Purpose of the Plan

The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards.  The Company expects that it will benefit from the added interest which such key employees, directors or consultants will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.

2.Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a)Applicable Laws: All laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this Plan or any Award granted pursuant to this Plan, including but not limited to applicable laws of the People’s Republic of China, the United States and the Cayman Islands, and the rules and requirements of any applicable national securities exchange.

(b)Act:  The U.S. Securities Exchange Act of 1934, as amended, or any successor thereto.

(c)Affiliate:  With respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.

(d)Award:  An Option, Restricted Share or Other Share-Based Award granted pursuant to the Plan.

(e)Beneficial Owner:  A “beneficial owner”, as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto).

(f)Board:  The Board of Directors of the Company.

(g)Cause: “Cause” as defined in any employment agreement then in effect between the Participant and the Company or if not defined therein or, if there shall be no such agreement, (i) Participant’s engagement in misconduct which is materially injurious to the Company or its affiliates, (ii) Participant’s continued failure to substantially perform his duties to the Company, (iii) Participant’s repeated dishonesty in the performance of his duties to the Company, (iv) Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its affiliates, (y)

crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days or (v) Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company.  The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.

(h)Change in Control:  The occurrence of any of the following events:

(i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders;

(ii) any person or group, other than the Permitted Holders, is or becomes the Beneficial Owner (except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting shares of the Company (or any entity which controls the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or

(iii)  during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office.

(i)Code:  The U.S. Internal Revenue Code of 1986, as amended, or any successor thereto.

(j)Committee:  The Compensation Committee of the Board, or in the absence of such committee, the Board.

(k)Company: Wowo Limited, a company incorporated under the laws of the Cayman Islands.

(l)“Disability”: “Disability” as defined in any employment agreement then in effect between the Participant and the Company or if not defined therein or if there shall be no such agreement, as defined in the Company’s long-term disability plan as in effect from time to time, or if there shall be no plan or if not defined therein, the Participant’s becoming physically or mentally incapacitated and consequent inability for a period of six (6) months in any twelve (12) consecutive month period to perform his duties to the Company.

(m)Effective Date:  The date the Board approves the Plan, or such later date as is designated by the Board.

(n)Employment:  The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Affiliates, (ii) a Participant’s services as a consultant, if the Participant is consultant to the Company or its Affiliates and (iii) a Participant’s services as an non-employee director, if the Participant is a non-employee member of the Board.

(o)Fair Market Value:  On a given date, (i) if there should be a public market for the Shares on such date, the arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used, or (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith.

(p)ISO:  An Option that is also an incentive share option granted pursuant to Section 6(d) of the Plan.

(q)Other Share-Based Awards:  Awards granted pursuant to Section 8 of the Plan.

(r)Option:  A share option granted pursuant to Section 6 of the Plan.

(s)Option Price:  The purchase price per Share of an Option, as determined pursuant to Section 6(a) of the Plan.

(t)Participant:  An employee, director or consultant who is selected by the Committee to participate in the Plan.  To the extent required by Applicable Laws, Awards may be limited to employees and officers or employees and directors.

(u)Permitted Holder: means, as of the date of determination, (i) the Company or (ii) any employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company.

(v)Person:  A “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto).

(w)Plan:  This Wowo Limited 2011 Share Incentive Plan.

(x)Restricted Share:  A Restricted Share granted pursuant to Section 7 of the Plan.

(y)Shares:  Ordinary shares of the Company.

(z)Subsidiary:  A corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company.

(y)Vested Portion: The portion of the Option which has become vested and exercisable.

3.Shares Subject to the Plan

The total number of Shares which may be issued under the Plan, when aggregated with any Shares issued or issuable upon the exercise of all of the Awards granted under the Plan, shall not exceed 10% of the issued and outstanding share capital of the Company from time to time (subject to adjustment for share splits, reverse share splits or similar events as set forth in Section 9 hereof).  The Shares may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market.  The issuance of Shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of Shares available under the Plan, as applicable.  Shares which are subject to Awards which terminate or lapse without the payment of consideration may be granted again under the Plan.

4.Administration

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and an “independent director” as defined in NYSE Rule 303A.02 Independence Tests (or any successor rule thereto).  Notwithstanding the foregoing, at any time prior to the date on which any equity interests of the Company, including, without limitation, the Shares, have been registered under the Act or any other securities laws, members of the current Board, as of the date hereof, may approve and authorize the Company to make an Award to other members of the Board under the Plan (provided the recipient Board member shall not vote with respect to such Award), and, prior to such registration, the current Board may approve and authorize the Company to make Awards under the Plan to any other employees, directors or consultants of the Company or any of its Affiliates.  Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company or its affiliates or a company acquired by the Company or with which the Company combines.  The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan.  The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan.  The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and theirbeneficiaries or successors).  The Committee shall have the full power and authority to establish

the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions).  The Committee shall require payment of any amount it may determine to be necessary to withhold for any applicable taxes as a result of the exercise, grant or vesting of an Award.  Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in Shares or (b) having Shares withheld by the Company from any Shares that would have otherwise been received by the Participant.

5.Limitations

No Award may be granted under the Plan after the fifth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

6.Terms and Conditions of Options

Options granted under the Plan shall be, as determined by the Committee, non-qualified or incentive share options for U.S. federal income tax purposes, as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

(a)Option Price.  The Option Price per Share shall be determined by the Committee, and unless specifically approved by the Board of Directors of the Company, shall not be less than 100% of the Fair Market Value of the Shares on the date an Option is granted.

(b)Vesting.

If the Participant’s Employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 6(c).

Notwithstanding any other provisions of this Agreement to the contrary, the Option shall, to the extent not then vested and not previously canceled, become fully vested and exercisable immediately prior to a Change in Control.

(c)Exercisability.  Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than five years after the date it is granted.

Subject to the provisions of the Plan, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of:

(i)the fifth anniversary of the Date of Grant;

(ii)one year following the date of the Participant’s termination of

Employment due to death or “Disability”;

(iii)six months following the date of the Participant’s termination of Employment by the Company without “Cause”; and

(iv)the date of the Participant’s termination of Employment by the Company for “Cause” or by the Participant for any reason.

(d)Exercise of Options.  Except as otherwise provided in the Plan or in an Award agreement, an Option may be exercised for all, or from time to time any part, of the Shares for which it is then exercisable.  For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in the following sentence.  The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant  (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such Shares have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased.  No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

Notwithstanding any other provision of the Plan to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable U.S. federal and state securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in this Plan.  Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

(e)ISOs.  The Committee may grant Options under the Plan that are intended to be ISOs.  Such ISOs shall comply with the requirements of Section 422 of the Code (or any successor section thereto).  No ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of shares of the Company or of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted.  Any Participant who disposes of Shares acquired upon the exercise of an ISO either (i) within two years after the date of grant of such ISO or (ii) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition.  All Options granted under the Plan are intended to be nonqualified share options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO.  If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified share option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements.  In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

(f)Attestation.  Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.

7.Terms and Conditions of Restricted Shares

(a)Grants.  Restricted Shares may be granted in the form of Shares or share units having a value equal to an identical number of Shares.  The employment conditions and the length of the period for vesting of Restricted Shares shall be established by the Committee at time of grant.  In the event that a share certificate is issued in respect of Restricted Shares,

such certificate shall be registered in the name of the Participant but shall be held by the Company until the end of the restricted period.  During the restricted period, Restricted Shares may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any other purpose as the Committee shall determine.

(b)Terms.  The Committee shall determine in its sole discretion whether Restricted Shares granted in the form of share units shall be paid in cash, Shares, or a combination of cash and Shares.

8.Other Share-Based Awards

The Committee, in its sole discretion, may grant or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Share-Based Awards”).  Such Other Share-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives.  Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan.  Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Share-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9.Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards granted under the Plan:

(a)Generally.  In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person shall make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares for which Options or Restricted Shares may be granted during a calendar year to any Participant, (iii) the maximum number of Shares for which Other Share-Based Awards may be granted during a calendar year to any Participant, (iv) the maximum amount of an

Award that is valued in whole or in part by reference to, or is otherwise based on the Fair Market Value of, Shares that may be granted during a calendar year to any Participant, (v) the Option Price or number of Restricted Share and/or (vi) any other affected terms of such Awards.

(b)Change in Control. In the event of a Change of Control after the Effective Date, (i) if determined by the Committee in the applicable Award agreement or otherwise, any outstanding Awards then held by Participants which are unexercisable or otherwise unvested or subject to lapse restrictions shall automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of immediately prior to such Change of Control and (ii) the Committee may, but shall not be obligated to, (x) cancel such Awards for fair value (as determined in the sole discretion of the Committee) which, (A) in the case of Options, may equal the excess, if any, of value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares subject to such Options (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options) over the aggregate exercise price of such Options or (B) in the case of Restrict Shares, may equal the value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares (or, if no consideration is paid in any such transaction, the Fair Market Value of the Restricted Shares) or (y) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or (z) provide that for a period of at least 15 days prior to the Change of Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change of Control, such Options shall terminate and be of no further force and effect.

10.No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the Employment of such Participant.  No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards.  The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11.Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation, the estate of such Participant and the executor,

administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

12.Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution.  An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. No such permitted transfer of the Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.  During the Participant’s lifetime, the Option is exercisable only by the Participant.

13.Securities Laws

Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

14.Legend on Certificates.

The certificates representing the Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable U.S. federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

15.Withholding

The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Option, its exercise or any payment or transfer under or with respect to the Option and to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes.

16.Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such action would (except as is provided in Section 9 of the Plan), increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which Awards may be granted to any Participant or (b) without the consent of a Participant, if such action would diminish any of the rights of the Participant under any Award

theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of any Applicable Laws.

Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.  Notwithstanding any provision of the Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder will be taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance prior to payment to such Participant of such amount, the Company may (a) adopt such amendments to the Plan and Awards and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A of the Code.

17.Jurisdictions

In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may, in its sole discretion, may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom applicable in the jurisdiction in which the Participant resides or is employed.  Moreover, the Committee may approve such supplements to, amendments, restatements, or alternative versions of the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements, restatements or alternative versions shall increase the Share limitation contained in Section 3 hereof.  Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted that would violate any Applicable Laws.

18.Distribution of Shares

The obligation of the Company to make payments in Shares pursuant to an Award shall be subject to all Applicable Laws and to any such approvals by government agencies as may be required.  Without limiting the generality of the foregoing, Shares distributed pursuant to an Award may consists, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market.  Additionally, in the discretion of the Committee, American Depository Shares may be distributed in lieu of Shares in settlement of any Award, provided that the American Depository Shares shall be of equal value to the Shares that would have otherwise been distributed.  If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

19.Taxes

No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee for the satisfaction of any income and employment tax withholding obligations under any Applicable Laws, in particular, the tax laws, rules, regulations and government orders of the People’s Republic of China or the U.S. federal, state or other local tax laws, as applicable.  The Company and each of its Subsidiaries shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s payroll tax obligations, if any) required to be withheld under any Applicable Laws with respect to any Award issued to the Participant hereunder.  The Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld.  Notwithstanding any other provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased form the Participant of such Award after such Shares were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and other income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and other income tax any payroll tax purposes that are applicable to such taxable income.

20.Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the state of New York.

21.Effectiveness of the Plan

The Plan shall be effective as of the Effective Date and shall terminate five years later, subject to earlier termination by the Board pursuant to Section 13 hereof.

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT

This Exclusive Call Option Agreement (this “Agreement”) is entered into as of August 6th, 2014 in Beijing, People’s Republic of China (“PRC”) by and between the following Parties:

Party A: Beijing Wowo Shijie Information Technology Co., Ltd

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

Party B:

Maodong Xu:

Residence: People’s Republic of China

Hanyu Liu:

Residence: People’s Republic of China

(In this Agreement, Maodong Xu and Hanyu Liu are collectively as the “Party B”)

Party C: Beijing Wowo Tuan Information Technology Co., Ltd.

Address: Room 3001, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

(In this agreement, all the above parties are called collectively as the “Parties” and respectively as a “Party”)

Whereas,

1.Party A is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

2.Party C is a limited liability company duly incorporated and validly existing under the PRC laws. Party B holds whole equity interests of Party C, of which Maodong Xu holds 95% equity interests and Hanyu Liu holds 5% equity interests.;

3.The parties have entered into an Amended and Restated Equity Pledge Agreement (“the Amended and Restated Equity Pledge Agreement”) on August 6th, 2014.

4.Party A and Party B entered into an “Exclusive Call Option Agreement” (“the original exclusive call option agreement”) on August 22nd, 2012. The Parties agree to restate and amend the terms and conditions of the original exclusive call option agreement, to supersede the original exclusive call option agreement.

NOW, THEREFORE, the Parties hereby agree as follows through amicable consultation:

1. Grant of Exclusive Equity Call Option

1.1 Call Option

Party B irrevocably agree hereby to grant jointly and severally to Party A or one or more persons designated by Party A, to the extent permitted by the PRC laws and regulations, the Option subject to the terms and conditions set forth in this Agreement to purchase all or part of the Shares at the Share Purchase Price (as defined in Article 3.2 hereunder) based on its needs in accordance with the procedures determined by Party A.

1.2 Effectiveness

This Agreement shall take effect as of the date of the execution by the Parties or their respective authorized representatives.

2. Exercise of Exclusive Call Option

2.1 Time of Exercise

2.1.1Each of Party B agrees that Party A may at any time, and from time to time after the effective date hereof, exercise the Option, in whole or in part, to acquire all or a portion of the Shares, subject only to applicable laws of the PRC.

2.1.2For the avoidance of doubt, each of Party B hereby agrees that Party A shall be entitled to exercise the Option for an unlimited number of times, until all of the Shares have been acquired by Party A.

2.1.3Party B agree that when exercising the Option, Party A may designate itself or any authorized third party as the transferee of the Shares.

2.2 Transfer

Party B agree that the Option shall be freely transferable, in whole or in part, by Party A to any third party, and that upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Party A hereunder.

2.3 Notice Requirement

If Party A wishes to exercise the Option, it shall send a written notice to each of Party B by no later than thirty (30) days in advance of such exercise, specifying therein:

2.3.1 The date of execution of the Share Transfer Agreement (as defined in Article 3.1 hereunder);

2.3.2 The name of the person to whom the Shares shall be transferred;

2.3.3 The amount of the Shares to be purchased from each of Party B;

2.3.4 The Share Purchase Price (as defined in Article 3.2 hereunder) of the Shares to be transferred this time, which shall be defined pursuant to the Proportion of the Shares to be purchased; and

2.3.5 a letter of authorization, where a third party has been designated to exercise the Option.

2.4 Set-off

Party B entered into an Amended and Restated equity pledge agreement with Party A as of the even date hereof, in which Party B assign Party A pledge over the Shares. After each exercise of the Option and the consequent transfer of the Shares, the pledge over the Shares transferred will disappear, and the Shares in pledge will be reduced in the same proportion.

3. Completion of Exclusive Call Option

3.1Share Transfer Agreement

Party B shall execute a share transfer agreement in form and substance substantially the same as the annex attached hereto (the “Share Transfer Agreement”), together with any other documents necessary to give effect to the transfer to Party A or its nominee of all or part of the Shares within thirty (30) days after Party A’s sending the written notice in accordance with Article 2.3 above.

3.2Share Purchase Price

The share purchase price to be paid by Party A or its nominee when exercising the Option under this Agreement, shall be the minimum price allowable by the PRC laws, unless otherwise required by PRC laws or agreed in writing by the

Parties.

3.3Waiver of the Priority Purchase Right

Upon an exercise of the Option by Party A and Party B hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy to the Shares transferred.

3.4Shareholders’ Resolution

Upon an exercise of the Option by Party A and Party B shall execute and deliver one or more resolutions of the shareholders’ meeting of Party C (“Resolutions”) within thirty (30) days after the execution of the Share Transfer Agreement, approving, including but not limited to, the following:

3.4.1 The transfer in the name of Party A or its nominee of all or part of the Shares; and/or

3.4.2Upon the request by Party A, resignation by Party B from the position of directors and/or other positions.

4. Representations, Warranties and Undertakings

4.1 Representations and Warranties

4.1.1Each of the Parties severally represents and warrants to each other that:

(1)It has the full power and authority to enter into this Agreement;

(2)Its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

(3)There is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

(4)It has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement;

4.2 Undertakings

4.2.1 Each of Party B separately and jointly covenants and undertakes to Party A that:

(1)    It will complete all such formalities as are necessary to make Party A or its nominee a full and proper shareholder of Party C. Such formalities include, but are not limited to, revising the Articles of Association of Party C, changing the list of shareholders and undertaking any other changes at the relevant administrative department of industry and commerce.

(2)    For a period as from the date hereof until two (2) years after the date on which all of the Shares are acquired by Party A:

(a)   except operating Party C or the business invested or controlled by Party C, or employed by Party A or other PRC companies invested or controlled by Wowo Limited (if applicable), it will not, either directly or indirectly, engage or be engaged in business which is the same or similar to that of Party C within the PRC or any other jurisdictions wherein Party C operates;

(b)   it will not take employment with any person who is engaged by Party C or Party A, or with any person directly or indirectly assisting any such person with technical, commercial or professional advice, except that such person is employed by Party C the business invested or controlled by Party C, Party A or other PRC companies invested or controlled by Wowo Limited;

(c)   it will not be engaged or otherwise involved as principal, shareholder, employee or agent, whether directly or indirectly, in any company, firm or business which, with regards to any goods or services, is supplier to or a customer of Party C or Party A, except for the business invested or controlled by Party C, Party A or other PRC companies invested or controlled by Wowo Limited; and

(d)   it will not at any time either on its own account or for any person solicit business from any person who has dealt with Party C or Party A.

(3) Party B and Party C hereby further undertake to Party A that it will cause Party C:

(a) to keep validly existing and prudently and effectively operate its business and handle related corporate affairs following good commercial and business standards and practices; endeavor to

ensure itself keep holding its licenses, certificates and approvals as requisite for its business operations, and keep such licenses, certificates and approvals from being revoked; and endeavor to keep the current corporate structure and senior managements, and maintain the relationships with its customers to ensure Party C’s reputation and operation will not be materially or adversely affected upon the exercise of the Option hereunder by Party A or its nominee;

(b) Without prior written consent of Party A, not to increase or decrease its registered capital of Party C, or change the capital structure in any other form;

(c)  Without prior written consent of Party A, not to revise its articles of association or other constituent documents with respect to its material matters, including but not limited to its organization structure, internal institutions and authority, registered capital changes, share transfers, voting rules and matters;

(d) Without the prior written consent by Party A, not to affirmatively vote for, support or execute any shareholders’ resolution at Party C’s shareholders’ meeting to approve to sell, transfer, pledge or otherwise dispose of the legitimate or other beneficial interest in the equity interests of Party C, nor to allow other security interests to be created on it, except the pledge right set on Party C’s equity interests pursuant to Amended and Restated Equity Pledge Agreement;

(e) without prior written consent of Party A, not to sell, transfer, mortgage or otherwise dispose of any asset, income, legitimate or beneficial interests in its business, or allow creation of any other security interest at any time as from the date hereof, except the pledge right set on Party C’s equity interests pursuant to Amended and Restated Equity Pledge Agreement;

(f) without prior written consent of Party A, not to inherit, guarantee or allow the existence of any debt, with the exception of (i) the debts incurred during the ordinary or daily course of business, and (ii) the debts which have been disclosed to Party A and for which written consents from Party A have been obtained;

(g) to normally operate businesses to maintain its assets value, and not to result in any materially adverse affect on its business operation and the value of its assets by any acts or omissions; and without prior written consent of Party A, not to change its businesses in any material respect;

(h) without prior written consent of Party A, not to enter into any material agreement except for the agreements entered into during the ordinary course of business (for the purpose of this section,  an agreement or a series of related agreements should be deemed as a material agreement if the amount of which exceeds RMB 2,000,000);

(i) without prior written consent of Party A, not to provide any loan, credit or guarantee to anyone;

(j) At the request of Party A, to provide all materials related to its business and financial conditions to Party A;

(k) Without the prior written consent by Party A, not to affirmatively vote for, support or execute any shareholders’ resolution at Party C’s shareholders’ meeting to approve Party C’s merger or combination with any person, acquisition by any person, or Party C’s acquisition of or investment in any person;

(l) To promptly inform Party A of any existing or potential litigation,   arbitration, or administrative proceedings in relation to its assets, business or revenues;

(m) In order to keep the ownership of the equity interest held by Party B and/or Party C, to execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;

(n) in order to maintain its ownership of all its assets, to execute all necessary or appropriate documents, commence all necessary or appropriate claims, or make all necessary or proper defenses to all claims;

(o) without prior written consent of Party A, not to distribute any dividends to its shareholders in any form, nevertheless upon request of Party A, immediately to distribute all payable dividends to the shareholders; and

(p) To cause Party C’s shareholders’ meeting to vote affirmatively for the transfer of the Purchased Equity Interest stipulated hereunder;

(q) Subject to the Power of Attorney executed by Party B on August 6th, 2014, to exercise any and all the rights as Party C’s shareholder only upon the request by Party A and only upon Party A’s written authorization; and

(r) At the request of Party A, to appoint the person designated by Party A to be its executive director;

(s) To strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by Party B, Party C and Party A, and to duly perform all obligations under such agreements, without taking any act or omission that suffices to affect the validity and enforceability of these agreements.

5. Default Liabilities

The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches any of the provisions herein, or fails to perform or delays in the performance of any obligation under this Agreement in any material aspect, such breach, failure or delay shall constitute a default under this Agreement (the “Default”), and the non-defaulting Party (the “Non-defaulting Party”) is entitled to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take any remedial measures within reasonable period of time or within ten (10) days upon receipt of the written notice of the Non-defaulting Party, the Non-defaulting Party is entitled to decide, at its sole discretion as follows: (1) If the Defaulting Party is Party B, Party A is entitled to terminate this Agreement and claim damages from the Defaulting Party; (2) If the Defaulting Party is Party A, the Non-defaulting Party is entitled to claim damages from the Defaulting Party; however, the Non-defaulting Party may not terminate this Agreement in any event unless otherwise provided under the laws.

6. Governing Law and Dispute Resolution

6.1 This Agreement’s execution, interpretation, and performance, and the disputes resolution under this Agreement shall be governed by the PRC laws.

6.2 Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Parties. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each Party can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the

arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

7. Effectiveness and Term

This Agreement takes effect as of the date when it is signed by the Parties. Upon its effectiveness, the Agreement shall supersede the prior “exclusive call option agreement” that the Parties have signed. The term of this Agreement is ten (10) years. This Agreement shall be extended upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by Party A.

8. Termination of the agreement

8.1 At any time within the term hereof, in case Party A is unable to exercise the option hereof because of the then-applicable laws, Party A may, at its sole discretion, unconditionally terminate this Agreement by notifying Party B in writing within thirty (30) days, without assuming any liabilities there from.

8.2 Except under circumstances indicated in Article 8.1, Party B shall not have the right to unilaterally dissolve this Agreement at any time during the term and extension periods of this Agreement.

9. Costs and Other Expenses

All actual expenses related to prepare, sign and implement this Agreement, including but not limited to the stamp duty, any other taxes and etc., shall be assumed by the Parties respectively.

10. Confidentiality

10.1 Whether this Agreement is terminated or not, either party (“receiving party”) shall be obliged to keep in strict confidence the commercial secrets and proprietary information of the other Party acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any unpublished information of the other Party (collectively, the “Confidential Information”). The receiving party of the Confidential Information shall not disclose the Confidential Information or any part thereof to any third parties unless it obtains prior written consent of the other Party, or is required by relevant laws and regulations or must to meet the requirements of relevant stock exchange. The aforesaid clauses are not applied for the information that: (a) is obtained legally by the receiving party before the disclosing party has disclosed it which has written proof; (b) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (c) is obtained by receiving

party from the third party who has not obliged to keep in confidence.

10.2 If any party requires disclose the materials regarding the transaction contemplated hereunder to its legal counsels or financial advisors, these parties shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.

10.3 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

11. Miscellaneous

11.1 No amendment or modification to this Agreement shall be valid unless made in writing and executed by the Parties.

11.2 Any appendices attached hereto shall be an integral part of this Agreement and equally authentic as this Agreement.

11.3 Notices

11.3.1 Unless otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mail, e-mail, facsimile or registered mail to the following correspondence addresses:

If to the Party A: Beijing Wowo Shijie Information Technology Co., Ltd.

Address:  Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

ZIP Code: 100101

Contact Person: Maodong Xu

If to the Party B: Hanyu Liu

If to Party C: Beijing Wowo Tuan Information Technology Co., Ltd.

Address:  Room 3001, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

ZIP Code: 100085

Contact Person: Tiezheng Liu

11.3.2 Notices and correspondences shall be deemed to have been effectively delivered:

(1)At the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

(2)On the date that the receiving Party signs for the document if delivered in person (including express mail);

(3)On the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

(4)On the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

11.4 This Agreement shall be binding on the successors of the Parties and the assigns as designated by Party A.

11.5 The Parties may, upon mutual agreement, conclude supplementary agreements regarding any issues not covered in this Agreement. The supplementary agreements shall be of equal force with this Agreement.

11.6 This Agreement shall be made in Chinese version with English translation enclosed. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in 6 originals, including three (3) original copies to be held by Party A, two (2) by Party B, another one (1) to be held by Party C

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IN WITNESS HEREOF, the Parties have caused this Amended and Restated Exclusive Call Option Agreement to be executed on the date and at the place first above written.

Party A: Beijing Wowo Shijie Information Technology Co., Ltd. (Seal)
Authorized Representative (Signature):	/s/ Maodong Xu

Party B:
Maodong Xu (Signature):	/s/ Maodong Xu

Hanyu Liu (Signature): /s/ Hanyu Liu

Party C: Beijing Wowo Tuan Information Technology Co., Ltd. ( Seal)
Authorized Representative (Signature):	/s/ Maodong Xu

APPENDIX

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is entered into as of [                ] in Beijing by and between the following parties:

Transferor: Name: [ ]

ID No.: [ ]

Transferee:  Beijing Wowo Shi Jie Information Technology Co., Ltd. (the “Transferee”)

(the Transferors and the Transferee collectively the “Parties”)

WHEREAS

(1)The Transferors holds [ ] % shares in [ ].

(2)The Transferor desires to transfer to the Transferee all his/her [ ] % shares in [ ], and the Transferee agrees to accept such transfers under the terms and conditions of this Agreement.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

Article 1: TRANSFER OF EQUITY INTEREST

1.1Transfer Agreement

1.1.1Subject to the terms and conditions of this Agreement, the Transferors hereby agree to transfer [ ] % shares they held in [ ] to the Transferee (the “Transfer”) at the Effective Date of this Agreement (as defined in Article 5.1 below) as of the Effective Date of this Agreement, and acquires all the related rights and interests accordingly.

1.1.2The Transferors and the Transferee have entered into a shares pledge

agreement, under which the Transferors in favor of Party A pledged the entire shares as held by them in [ ]. Upon the execution of the Transfer in accordance with this Agreement, the portion of the pledge over the shares as transferred will disappear and the shares in pledge will be reduced in the same proportion.

1.2Transfer Price

The purchase price of the [ ] % shares is RMB [ ].

Article 2: CLOSING

2.1Subject to terms and conditions of this Agreement, the closing of the Transfer involved in this Agreement (“Closing”) shall be deemed as having accomplished at the Effective Date of this Agreement.

2.2The Transferors shall submit to the Transferee any and all legal documents with respect to the Transfer being referred hereto at the Effective Date of this Agreement, in a way satisfactory to the Transferee formally and virtually.

2.3The Parties of this Agreement hereby agree that, with respect to the Transfer hereunder, the Transferors shall be responsible to file with the original registration authority of [ ]for the purpose of all necessary registration change within thirty (30) days after the execution of this Agreement, and the Transferee shall offer necessary assistance and cooperation at the same time.

Article 3: REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of the Transferors

The Transferors hereby make following representations and warranties to the Transferee,

3.1.1The Transferors have full legal power and authority to sign and execute this Agreement and transfer the shares referred to under this Agreement. The Transferors have taken all proper and necessary actions for the Transfer referred to under this Agreement. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the

Transferors, and shall be enforceable against the Transferors according to its terms.

3.1.2In any event, the liabilities of the Transferors to [ ] and the Transferee are limited to the shares as each held thereby.

3.1.3The representations and warranties hereby made by the Transferors are true and accurate in all aspects at the Effective Date of this Agreement.

3.1.4Upon the effectiveness of this Agreement, the Transferors shall be responsible to effect all necessary internal and external procedures in respect of the Transfer, including but not limited to, signing resolutions of the shareholders’ meeting and making related registration change and filings.

3.2Representations and Warranties of the Transferee

The Transferee hereby makes the following representations and warranties to the Transferors,

3.2.1The Transferee has full legal power and authority to sign and execute this Agreement and carry out the Transfer hereunder. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the Transferee, and will be enforceable against the Transferee according to its terms.

3.2.2The liabilities of the Transferors to [ ] and the Transferee are limited to the shares as each held thereby before or after the Effective Date of this Agreement.

3.2.3The representations and warranties hereby made by the Transferee are true and accurate in all aspects at the Effective Date of this Agreement.

3.2.4Upon the effectiveness of this Agreement, the Transferee shall offer necessary assistance and cooperation to the Transferors for them to perform the obligations referred to in Article 3.1.4.

Article 4: THE CONTINUOUS EFFECTIVENESS OF WARRANTIES; COMPENSATION

4.1The Continuous Effectiveness of Warranties

The representations and warranties made by the Transferors and the Transferee

respectively and any certificate or other documents submitted previously shall not be seen as waiver or be impacted as a result of any adjustment made by the Transferors and the Transferee and each of representations and warranties shall be continuous effective after the Closing.

4.2Compensation

If the Transferee or the Transferors bear any cost, expense, liability or loss owing to the Transferors or the Transferee violating this Agreement before the Effective Date of this Agreement, the defaulting party shall make compensation to the non-defaulting party and make the non-defaulting party free with any cost, expense, liability or loss incurred because of the foregoing reason.

Article 5: MISCELLANEOUS

5.1Effective Date of this Agreement

This Agreement shall take effect as of the date of execution by the Parties or their respective authorized representatives.

5.2Governing Law and Disputes Resolution

5.2.1The conclusion, validity, interpretation, performance, and the dispute resolution of this Agreement shall be governed by the laws of PRC.

5.2.2Any disputes arising from or relating to this Agreement shall be resolved through consultation in good faith by the Parties. In case of a failure to reach an agreement through such consultation, the Parties agree to submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

5.3Language and Version

This Agreement shall be made in Chinese with an English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement has six (6) originals with each of the Transferors and the Transferee keeping one original. Other originals of this Agreement shall be used to conducting necessary changing registration procedures.

(Remainder of this page intentionally left blank.)

IN WITNESS HEREOF, the Parties have caused this Share Transfer Agreement to be executed on the date and at the place first above written.

Party A:

By:

Party B:

Authorized Representative:

EX-10.5

Exhibit 10.5

Amended and Restated Exclusive Consulting and Service Agreement

This Amended and Restated Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (the “PRC”) on August 6th, 2014 by and between the following Parties:

Party A: Beijing Wowo Tuan Information Technology Ltd.

Address: Room 3001, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

For the purpose of this agreement, Party A shall include Party A’s subsidiary and other entities Party A then controls.

Party B: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

(Party A and Party B individually, a “Party”; collectively, the “Parties”)

Whereas:

(1) Party A is a limited liability company, incorporated in Beijing China and validly existing under the PRC laws;

(2) Party B is a wholly foreign-owned enterprise, duly incorporated and validly existing under the PRC laws.

(3) Party A intends to employ Party B as its exclusive technical related services supplier, and Party B agrees to provide Party A with the corresponding technical support.

(4) The parties entered into an “Exclusive Technical Support Service Agreement” (“the Original Exclusive Technical Support Service Agreement”) on June 10th, 2011. The Parties agree to restate and amend the terms and conditions of the Original Exclusive Technical Support Service Agreement, to supersede the Original Exclusive Technical Support Service Agreement.

NOW, THEREFORE, the parties hereby agree as follows through amicable consultation,

1.Definition and Interpretation

1.1 Except as otherwise defined in the terms or context hereof, the following terms in this Agreement shall have the following meanings:

“Party A’s business” shall mean any and all businesses engaged in and developed by Party A currently and at any time during the valid term hereof.

“Services” shall mean the services to be provided by Party B to Party A, which are related to Party A’s Business, including but not limited to:

1.1.1 Provision of general solutions regarding website operation;

1.1.2 Provision of usage of computers and network hardware equipments necessary for Party A’s business

1.1.3 Daily management, maintenance and upgrading of the network sever and databases;

1.1.4 Development, maintenance, and upgrading of the related application software;

1.1.5 Any other related or necessary technical and consulting services regarding Party A’s business.

“Annual Business Plan” shall mean the development plan and budget report for Party A’s Business in the next calendar year which is prepared by Party A with the assistance of Party B.

“Service Fees” shall mean all fees to be paid by Party A to Party B pursuant to Article 3 of this Agreement in respect of the Services provided by Party B.

“Equipment” shall mean any and all equipments owned by Party B or purchased by Party B from time to time, which is to be used for the purpose of provision of the Services.

“Operating Revenue” shall mean the total revenue generated by Party A in its daily operation of business (including related costs, fees or taxes).

1.2 The references to any laws and regulations (the “Law”) herein shall be deemed to include (1) the references to the amendments, changes, supplements and reenactments of such Law, irrespective of whether they take effect before or after the execution of this Agreement; and (2) the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3 Except as otherwise stated in the context herein, all references to an article, clause, item or paragraph shall refer to the relevant part of this Agreement.

2.Services

2.1 Party B shall provide the Services to Party A according to the terms of this Agreement, and Party A shall try its best to facilitate Party B to provide the Services.

2.2 Party B shall provide and update any necessary software and Equipment for providing services according to Party A’s annual business plan.

2.3 As required by Party B, Party A shall consult and determine jointly with Party B about Party A’s annual business plan for next year before 30 November of each year. In case Party A needs Party B to purchase certain new Equipment, it shall consult with Party B fifteen (15) days in advance in order to reach Party B’s agreement.

2.4 Party B’s services in this Agreement shall be exclusive. During the term hereof, Party A shall not accept any other consulting and services with respect to the business hereinabove from any third party, unless otherwise agreed by Party B in writing in advance.

3. Service Fee

3.1 In respect of the Services to be provided by Party B pursuant to this Agreement, Party A shall pay to Party B the Service Fees pursuant to article 3.2 in this agreement as follows:

3.1.1 Performance Fees equivalent to five percent (5%) of the total Operating Revenue of Party A;

3.1.2 Depreciation fees of equipment pursuant to Chinese Accounting Standards; and

3.1.3 Annual Services Fees of which the amount shall be calculated on the lump-sum operation revenue of Party A (excluding fees pursuant to article 3.1.1 and 3.1.2). However, if the lump-sum of article 3.1.1, 3.1.2 and 3.1.3 are larger than Party A’s yearly net income, the service fees that Party A shall pay to Party B are limited to Party A’s yearly net income. Additionally, Party B is entitled to determine and adjust the service fees on the base of Party A’s operation revenue unilaterally.

3.2 As required by Party B, Party A shall pay Party B Service Fees on quarterly basis. Party A shall pay Party B the apportioned fees of amount pursuant to article 3.1.1, 3.1.1.2 and 3.1.3 before January 31st, April 30th, July 31st and October 31st every year. At the end of Party A’s every fiscal year, the parties shall calculate the service fees payable on the base of Party A’s operation revenue which are acceptable by both parties, thus making accordingly adjustment on payment within 30 days of the beginning of next fiscal year.

3.3 Party A shall pay the Service Fees determined under Article 3.1 hereof into a bank account designated by Party B on time. In the case that Party B changes its bank account, it shall notify Party A in writing of such change seven (7) working days in advance.

3.4 After the expiration and termination of this Agreement, Party A shall pay Party B the spare service fees within thirty (30) days.

3.5 Party A shall provide its operation revenue honestly to Party B and pay full service fees to Party B on time pursuant to Article 3 hereof. As required by Party B, Party A shall allow Party B to get access to their financial records to confirm the amount of operation revenue.

4.  Intellectual Property

4.1 The Parties agree and confirm that, Party B shall hold the ownership of all the working achievements, intellectual property and proprietary information except for the following:

4.1.1 Intellectual property owned legally by the third party which is permitted by Party A or Party B in the way of permission or other ways.

4.1.2 Client information which is obtained during the operation process of Party A is owned by both parties.

4.1.3 Otherwise agreed by both parties in writing.

4.2 During the implement term of this Agreement, if Party A requires using Party B’s software program, system or other intellectual property, both parties shall reach another agreement about the scope, method, and fee of permission.

5.  Representations and Warranties

5.1 Party A hereby represents and warrants as follows:

5.1.1 It is a limited liability company duly incorporated and validly existing under the laws of the PRC with independent legal person status. It has full legal capacity to sign and perform this Agreement as well as act as an independent Party during the proceedings.

5.1.2 It has all authorization and competence to enter into this Agreement and have authorized its representative with sufficient power to sign this Agreement on behalf of such party respectively; This Agreement, once executed, constitutes a lawful, effective and binding obligation of Party A, which may be enforced pursuant to its terms.

5.1.3 As of the effectiveness of this Agreement, it has obtained complete operating permits necessary for its operations, and has full qualification to conduct network technology services and other related Party A’s Business within the PRC.

5.2 Party B hereby represents and warrants as follows:

5.2.1 It is a limited liability company duly incorporated and validly existing under the laws of the PRC with independent legal person status. It has full legal capacity to sign and perform this Agreement as well as act as an independent Party during the proceedings.

5.2.2 It has all authorization and competence to enter into this Agreement and have authorized its representative with sufficient power to sign this Agreement on behalf of such party respectively; This Agreement, once executed, constitutes a lawful, effective and binding obligation of Party A, which may be enforced pursuant to its terms.

6.  Special Undertakings of Party A

Party A hereby undertakes as follows:

6.1 During the term of the Agreement, it shall have all competence and qualifications to conduct the business as well as maintain their validity at any time.

6.2 During the term of this Agreement, it shall make its best effort to develop its business and maximize profits.

6.3 Party A shall respect Party B’s working achievements and intellectual property and take any necessary or applicable measures to protect Party B’s working achievements and intellectual property.

7.  Compensation

As required by Party B, Party A agrees to compensate Party B on any losses caused by signing, implementation of this agreement and Party A’s business, including but not limited to any losses incurred by litigation or arbitration by the third party or penalty and administrative investigation by the government related to Party A’s business. However, the losses caused by Party B’s gross negligence are not included in the compensation.

8.  Confidentiality

8.1  Whether this Agreement is terminated or not, Party A shall be obliged to keep in strict confidence the commercial secrets and proprietary information of Party B acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any unpublished information of the other Party

(collectively, the “Confidential Information”). Party A shall not disclose the Confidential Information or any part thereof to any third parties unless it obtains prior written consent of Party B.

8.2 After termination of this Agreement, if requested by Party B, Party A shall return, destroy, or otherwise dispose of all of the documents, materials, and software that contain any Confidential Information as requested, and stop using the Confidential Information.

8.3 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

9.  Force Majeure

“Force Majeure” shall mean events beyond the reasonable control of the Parties that are unforeseeable or foreseeable but unavoidable, which cause obstruction in, impact on or delay in either Party’s performance of part or all of its obligations in accordance with this Agreement, including without limitation, government acts, natural disasters, wars, hacker attacks or any other similar events. The Party affected by Force Majeure shall provide the other Party with valid certificate documents verifying the occurrence of Force Majeure events through fax in thirty (30) days, which documents shall be issued by the notary office where the events occur. Neither Party will be held liable for failure or delay to perform any or all of its obligations hereunder due to the impact of force majeure, provided that the affected Party shall resume performance of its obligations upon elimination of the impact of the force majeure.

10.  Effectiveness and Termination

10.1 This Agreement takes effect as of the date when it is signed by the Parties. Upon its effectiveness, the Agreement shall supersede the prior “exclusive consulting and service agreement” that the Parties have signed. The term of this Agreement is ten (10) years unless early termination occurs in accordance with article 10.2 of this Agreement. This Agreement shall be extended upon Party B’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by Party B.

10.2 During the term hereof, in no event shall Party A terminate this Agreement earlier, unless Party B commits gross negligence, fraud or other illegal action, or goes bankrupt. Notwithstanding the above stipulation, Party B shall have the right to terminate this Agreement at any time by issuing a thirty (30) days’ prior written notice to Party A.

11. Notices

11.1 Any notice, request, demand or other correspondences required by or made in accordance with this Agreement shall be in writing and delivered to the relevant Party.

11.2 The aforesaid notice or other correspondences shall be deemed to have been delivered upon delivery when it is transmitted by facsimile; or upon handed over to the receiver when it is delivered in person; or on the fifth (5) day after posting if delivered by mail.

12.  Liability for Breach of Contract

12.1 The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches substantially any of the agreements or substantially fails to perform any of the obligations hereunder, such a breach or failure shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period of time or within ten (10) days upon receipt of the written notice from the non-defaulting party, the non-defaulting party shall be entitled to decide to, at its discretion:

12.1.1 Provided that the Defaulting Party is Party A, Party B shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify all the damages; or

12.1.2 Provided that the Defaulting Party is Party B, Party A shall be entitled to require the Defaulting Party to indemnify all the damages. However, unless otherwise provided by Law, under no circumstances shall Party A be entitled to terminate or rescind this Agreement.

12.2 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

13. Miscellaneous

13.1 This Agreement is made in Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail. This Agreement is made with two original copies.  Each Party will hold one original and both originals are equally authentic.

13.2 The execution, interpretation, performance of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.3 The parties hereto shall strive to settle any dispute arising from the interpretation or performance of the terms under this Agreement through friendly consultation in good faith. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by either Party, any Party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The language of arbitration shall be in Chinese. The arbitration award shall be final and binding upon both Parties.

13.4 Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

13.5 No failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with law (the “Rights”) shall be construed as a waiver of such Rights, and the waiver of any single or partial exercise of the Rights shall not preclude its exercising of such Rights in any other way and other Rights.

13.6 The headings of the Articles herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof.

13.7 Each provision contained herein shall be severable and independent from other provisions, and if at any time one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

13.8 Any amendments or supplements to this Agreement shall be made in writing and shall take effect upon due execution by the Parties hereto.

13.9 Party A shall not assign any of its rights and/or obligations hereunder to any third parties without the prior written consent of Party B. Party B shall be entitled to assign any of its rights or obligations hereunder to any third party upon issuance of notice of such assignment to Party A and to the extent as permitted by PRC Law.

13.10 This Agreement shall be binding on the legal successors of the Parties.

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IN WITNESS HEREOF, the Parties have caused this Exclusive Consulting and Services Agreement to be executed on the date and at the place first above written.

Party A: Beijing Wowo Tuan Information Technology Ltd. (Seal)

Authorized Representative (Signature):	/s/ Maodong Xu
Party B: Beijing Wowo Shijie Information Technology Co., Ltd. (Seal)
Authorized Representative (Signature): ):	/s/ Maodong Xu

EX-10.6

Exhibit 10.6

Amended and Restated Equity Pledge Agreement

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”), on August 6th, 2014 by and between the following Parties:

Party A: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

Party B: Maodong Xu

Residence: People’s Republic of China

Party C: Hanyu Liu

Residence: People’s Republic of China

Party D: Beijing Wowo Tuan Information Technology Co., Ltd.

Address: Room 3001, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

(In this Agreement, Party A is referred to as the “Pledgee”. Party B and Party C are called collectively or individually as the “Pledgor”, and Party D is referred to “the company”. All the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”)

Whereas,

(1)   Beijing Wowo Tuan Information Technology Co., Ltd. (“the Company”) is a limited liability company duly incorporated and validly existing under the PRC laws. The Pledgor holds whole equity interests of the company, of which Party B holds 95% equity interests and Party C holds 5% equity interests.

(2)   The Pledgee is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

(3)   The Pledgee and the Company entered into an Amended and Restated Exclusive Consulting and Service Agreement on August 6th, 2014.

(4)    The Pledgor, the company, and the Pledgee entered into an Amended and Restated Exclusive Call Option Agreement on August 6th, 2014 (“Call Option

Agreement”).  In addition, the Pledgor provides Power of Attorney to the Pledgee on August 6th, 2014 (“Power of Attorney”, together with the “Exclusive Consulting and Service Agreement” and “Exclusive Call Option Agreement” are collectively referred as “the Master Agreement”)

(5)  In order to make sure the performance of all the obligations by the company and the Pledgors under the Master Agreement, the Pledgor hereby pledges all the equity interests held by them in the Company as the guaranty for his and the Company’s performance of obligations under the Master Agreement.

(6)   The Pledgee and the Pledgor entered into an “equity pledge agreement” (“the original equity pledge agreement”) on August 22nd 2012.The Parties agree to restate and amend the terms and conditions of the Original Equity Pledge Agreement, to supersede the Original Equity Pledge Agreement.

NOW, THEREFORE, the Parties, through amicable negotiation hereby agree to the following:

1.  Definition

Unless otherwise specified herein, the following words shall have the meanings as follows:

1.1 “Pledge Right” shall mean the full content of Article 2 hereunder.

1.2 “Equity Interests” shall mean the shares in the company held by the Pledgors. In order to avoid any misunderstanding, the Shares hereof refer to all of the shares in the company held by the Pledgors at any time, to wit, after the date hereof if there is any increase or other changes with respect to the shares in the company held by the Pledgors, such shares after increased or changed shall be deemed to be the Shares in Pledge under this Agreement.

1.3 “Term of Pledge” shall mean the period provided under Article 3.2 hereunder.

1.4 “Event of Default” shall mean any event in accordance with Article 7 hereunder.

1.5 “Notice of Default” shall mean the notice of default issued by the Pledgee in accordance with this Agreement.

1.6 “Option” shall mean the option granted by the Pledgors to the Pledgee in the Call Option Agreement in favor of the Pledgee to purchase the Shares exclusively.

1.7 “PRC” shall mean the People’s Republic of China.

1.8 “Secured Indebtedness” shall mean all direct, indirect, consequential losses, and loss of projectable benefits as may be suffered by the Pledgee as a result of any Event of Default (as defined below) of the Pledgor and Party D, of which the basis for the amount of such losses includes without limitation reasonable business plans and profit forecasts of the Pledgee, any and all the principals, interest, service fees or other fees that the Pledgee is entitled to receive under the Master Agreement (including but not limited to the service fees, liquidated damages and compensations).

1.9 Except as otherwise stated in the context herein, all references herein to this Agreement or any other agreements or documents shall be interpreted as to refer to the amendments, changes, replacements or supplements already made or to be made from time to time, to or of this Agreement or, as the case may be, such other agreements or documents.

2. Pledge Right

2.1The Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in the company to secure all and any Secured Indebtedness.

2.2In order to avoid any misunderstanding, despite of the disappearance of party of the Secured Indebtedness, the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective Shares in the company as a security of the remaining part of the Secured Indebtedness in accordance with the provisions of this Agreement.

2.3Within the effective period of this Agreement, in case that the Pledgee exercise the Option and therefore obtains all or part of the Shares, the relative Pledge over that part of Share disappear in proportion as of the execution date of the Shares transfer and the Shares pledged by the Pledgors reduce in the same proportion. The Pledgee and the Pledgors shall effect the registration, or changing registration or record, as set forth in Article 4.2 hereunder, with the competent administration for industry and commerce.

2.4The Pledge under this Agreement refers to the preferential rights enjoyed by the Pledgee in receiving proceeds from auction or sale of the Shares pledged by the Pledgors to the Pledgee

3. Term of Pledge

3.1 The effectiveness of this Agreement

This Agreement takes effect as of the date when it is signed by the Parties. Upon its effectiveness, the Agreement shall supersede the prior “Equity Pledge Agreement “

that the Parties have signed.

3.2 The term of Pledge

The Pledge Right hereunder shall be set up from the date as of registration of Pledge with administration for industry and commerce. The term of this Agreement shall end upon the full performance of the contractual obligations or the full discharge of the Secured Liabilities.

4. Possession of Pledge Certificates

4.1     During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the certificate of capital contribution and the name list of shareholders of the company to the Pledgee within one (1) week as of the date of execution of this Agreement.

4.2     The Pledgors and the Pledgee hereby agree to effect the registration or record of Pledge herein with the competent administration for industry and commerce at the earliest practicable date (in any event not later than twenty (20) days as of the date hereof). After the completion of such Pledge registration, in case of the changes with respect to the Shares respectively held by the Pledgors resulting from any changes to the registered capital or share structure of the company, the Pledgors and the Pledgee shall effect the alteration registration or record of Pledge with the competent administration for industry and commerce within twenty (20) days after the completion of the registration of the abovementioned Shares changes.

4.3     The Pledgee is entitled to collect dividends and other distributions (in cash or non-cash) of the Shares during the Term of Pledge.

5. Representations and Warranties of the Parties

5.1     The Pledgee and the Pledgors severally represent and warrant to each other that:

5.1.1 It has the full power and authority to enter into this Agreement;

5.1.2 Its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval (except for the registration of the Pledge Right);

5.1.3 There is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

5.1.4 It has disclosed to other Parties all documents issued by any government

department that might cause a material adverse effect on the performance of its obligations under this Agreement.

5.2     The Pledgors especially represent and warrant to the Pledgee that:

5.2.1The Pledgors are the legal owners of the Shares. The Pledgors do not pledge or encumber the Shares to any other person except for the Pledgee.

5.2.2The Pledgee shall not be interfered by any other party at any time once the Pledgee obtains the right to exercise the rights of the Pledge in accordance with this Agreement.

5.2.3The Pledgee shall be entitled to dispose of and transfer or assign the Pledge in accordance with this Agreement.

5.2.4The Pledgor shall not transfer the Pledged Equity Interests without the written consent of the Pledgee.

6. Undertakings by the Pledgor and the Company

6.1     The Pledgors separately and jointly covenant and undertake to the Pledgee that:

6.1.1During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shall:

(1)not transfer or assign the Shares, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee except for the share transfer caused by the execution of the Option by the Pledgee;

(2)comply with the provisions of all the laws and regulations relating to t he pledge of rights, and shall, within five (5) days upon receipt of any notice, order, issued recommendation or promulgated by relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and concurrently comply with the such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee;

(3)notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the

Pledgors’ performance of their obligations under this Agreement.

6.1.2 The Pledgors agree that the right of exercising the Pledge obtained by the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person.

6.1.3 Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred.

6.1.4 The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under the Master Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within a reasonable time period.

6.1.5 Any distribution received by the Pledgors as shareholders of the Company would have to be fully remitted to the Pledgee immediately.

6.1.6 The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee.

6.1.7 The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

7. Event of Default and Liabilities for Breach of Contract

7.1Each of the following circumstances shall constitute an Event of Default:

7.1.1 Either the Pledgor or the Company breaches any of their obligations and liabilities under the Master Agreement;

7.1.2 The Pledgors make any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgors are in violation of any warranties under Article 5 herein;

7.1.3 The Pledgors violate the covenants under Article 6 herein;

7.1.4 The Pledgors violate any terms and conditions herein;

7.1.5 The Pledgors’ any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled due date; or (2) are due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgors’ capacity to perform the obligations herein has been impacted;

7.1.6 The company fails to repay general debts or other liabilities;

7.1.7 This Agreement becomes illegal or the Pledgor is unable to continue to perform his obligations under this Agreement as a result of any reason except for the Force Majeure Event;

7.1.8 The Pledgor, Successor of the Pledgor or the Company can only perform part of, or refuses to perform, its obligations under this Agreement;

7.1.9 This Agreement is deemed to be illegal with the promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder;

7.1.10 any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended;

7.1.11 the properties of the Pledgors are adversely changed and cause the Pledgee to deem that the capability of the Pledgors of performing the obligations herein has been impacted;

7.1.12 The Pledgors default for the reason of violation of the obligations of act or omission under other terms herein;

7.1.13 The Pledgors forgo the Shares or transfer or assign the Shares without prior written consent of the Pledgee, except as provided in the Exclusive Call Option Agreement; or

7.1.14 Other circumstances whereby the Pledgors are incapable of exercising the right to dispose of the Pledge in accordance with the related laws.

7.2 The Pledgors shall give written notice to the Pledgee if the Pledgors are aware of or find that any event under Article 7.1 herein or any events that may result in the foregoing events have happened.

7.3 Unless that the Event of Default specified in Article 7.1 has been resolved to the satisfaction of the Pledgee, the Pledgee is entitled to serve a Notice of Default to the Pledgor immediately following or any time after the occurrence of the Event of Default. This Notice will require the Pledgor and the Company to immediately perform its obligations under the Master Agreement or dispose of the Pledge Right in accordance with Article 8 hereof.

8. Exercise of the Pledge

8.1 In the event of occurrence of the Event of Default described in Article 8, the Pledgee shall give a Notice of Default to the Pledgor when exercising the Pledge Right.

8.2 Subject to Article 7.3, the Pledgee may exercise the right to dispose of the right of Pledge at any time when the Pledgee give notice of default in accordance with Article 7.3 or thereafter.

8.3 The Pledgee has the right to sell in accordance with legal procedure or dispose of in other ways legally allowed the Pledged Equity Interests hereunder. In addition, the Pledgee has the priority to receive the proceedings arising from selling at a discount, auction of, or selling off the equity interests pledged by the Pledgor to the Pledgee.

8.4 The Pledgors shall not hinder the Pledgee from disposing of the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee can realize the Pledge.

9.  Transfer of Agreement

9.1 The Pledgors shall not donate or transfer his rights and obligations herein without prior written consent from the Pledgee. In the event of the Pledgor died, the Pledgor agrees to transfer its rights and obligations hereunder to assignees designated by the Pledgee.

9.2. This Agreement shall be effective and binding upon the successors of each of the Pledgors and the Pledgee and the assigns as designated by the Pledgee.

9.3 The Pledgee may transfer or assign all or any of his rights and obligations under

the Master Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Master Agreement, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment upon the request of the Pledgee.

9.4 With the change of pledgee due to the transfer, all the parties to the new pledge shall enter into a new pledge contract, which shall be substantially same to this Agreement in the content and to the satisfaction of the Pledgee.

10. Termination and Severability

10.1 This Agreement shall not be terminated until the full execution of the Option by the Pledgee and thereafter the Pledgee shall revoke or terminate this Agreement within the earliest reasonably possible time period.

10.2 If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

11. Costs and Other Expenses

All actual expenses related to the creation of the Equity Pledge under this Agreement, including but not limited to the taxes and all fees shall be assumed by the Parties respectively.

12.  Force Majeure

12.1 The event of force majeure refers to any event that the Pledgors and the Pledgee cannot reasonably foresee at the time of conclusion of this Agreement, and the consequences of which are neither avoidable nor conquerable, including without limitation, any action or inaction by the government or the armed forces, natural phenomena, earthquake, fire, water flood, riot or war. However, lack of financing and funds shall not be seen as events that cannot be controlled by either party.

12.2 In the event that the performance of this Agreement is delayed or interrupted due to the said Force Majeure Event, the affected Party shall be excused from any liability to the extent of the delayed or interrupted performance. The affected Party which intends to seek exemption from its obligations of performance under this Agreement or any provision of this Agreement shall inform the other Party of such a Force Majeure Event in ten (10) days from the event taking place and the measures it needs

to take in order to complete its performance.

13. Governing law and Dispute Resolution

13.1 The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.2 The Parties shall strive to settle any dispute arising from or in connection with this Agreement through amicable consultation.  In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The language of arbitration shall be in Chinese. The arbitration award shall be final and binding upon all the Parties.

14. Notices

14.1 Unless otherwise designated in advance by the other party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mail, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

If to the Pledgee: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

ZIP code: 100101

Contact person: Maodong Xu

If to the Pledgor: Hanyu Liu

Address: Room 3001, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

ZIP code: 100085

Email: liuhanyu@55tuan.com

If to the Company: Beijing Wowo Tuan Information Technology Co., Ltd.

Address: Room 3001, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

ZIP code: 100085

Contact person: Tiezheng Liu

14.2Notices and correspondences shall be deemed to have been effectively delivered:

14.2.1at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

14.2.2on the date that the receiving party signs for the document, if delivered in person (including express mail);

14.2.3on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

14.2.4on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

15. Confidentiality

15.1 Either party shall be obliged to keep in strict confidence the commercial secrets and proprietary information of the other Party acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any unpublished information of the other Party (collectively, the “Confidential Information”), except for information: (a) is obtained legally by the receiving party before the disclosing party has disclosed it which has written proof; (b) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (c) is obtained by receiving party from the third party who has not obliged to keep in confidence.

15.2 If any party requires disclose the materials regarding the transaction contemplated hereunder to its legal counsels or financial advisors, these parties shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.

15.3 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

16. Miscellaneous

16.1 This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by parties hereto.

16.2 This Agreement shall be made in Chinese with an English translation. In the

event of any discrepancy between the two versions, the Chinese version shall prevail. This Agreement is made in 6 originals, including one (1) original copy to be held by Pledgee, two (2) by Pledgors, one (1) to be submitted to the company. Other originals of this Agreement shall be used in relation to conducting necessary registration procedures.

(Remainder of this page intentionally left blank.)

IN WITNESS HEREOF, the Parties have caused this Amended and Restated Equity Pledge Agreement to be executed on the date and at the place first above written.

Party A: Beijing Wowo Shijie Information Technology Co., Ltd.(Seal)

Authorized Representative (Signature): /s/ Maodong Xu

Party B:

Maodong Xu (Signature): /s/ Maodong Xu

Party C:

Hanyu Liu (Signature): /s/ Hanyu Liu

Party D: Beijing Wowo Tuan Information Technology Co., Ltd. .(Seal)

Authorized Representative (Signature): /s/ Maodong Xu

Schedule 1:

Register of Shareholders of Beijing Wowo Tuan Information technology Co., Ltd.

Schedule 2:

Beijing Wowo Tuan Information Technology Co., Ltd.

Capital Contribution Certificate

(No.: 001)

Beijing Wowo Tuan Information Technology Co., Ltd.

Capital Contribution Certificate

(No.: 002)

EX-10.7

Exhibit 10.7

AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT

This Exclusive Call Option Agreement (this “Agreement”) is entered into as of August 6th, 2014 in Beijing, People’s Republic of China (“PRC”) by and between the following Parties:

Party A: Beijing Wowo Shijie Information Technology Co., Ltd

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

Party B:

Maodong Xu:

Residence: People’s Republic of China

Beijing Wowo Shiji E-Commerce Co., Ltd.:

Address: Room 3003, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

(In this Agreement, Maodong Xu and Beijing Wowo Shiji E-Commerce Co., Ltd are collectively as the “Party B”)

Party C: Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Address: Room 1808-183, 18th Floor, Information Tower, No.13 Linyin North Street, Pinggu District, Beijing,

(In this agreement, all the above parties are called collectively as the “Parties” and respectively as a “Party”)

Whereas,

1.Party A is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

2.Party C is a limited liability company duly incorporated and validly existing under the PRC laws. Party B jointly holds whole equity interests of Party C, of which Maodong Xu holds 60% equity interests and Beijing Wowo Shiji E-Commerce Co., Ltd holds 40% equity interests.

3.The parties have entered into an Amended and Restated Equity Pledge Agreement (“the Amended and Restated Equity Pledge Agreement”) on August 6th, 2014.

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4.  Party A and Party B entered into an “Exclusive Call Option Agreement” (“the original exclusive call option agreement”) on August 22nd, 2012. The Parties agree to restate and amend the terms and conditions of the original exclusive call option agreement, to supersede the original exclusive call option agreement.

NOW, THEREFORE, the Parties hereby agree as follows through amicable consultation:

1. Grant of Exclusive Equity Call Option

1.1 Call Option

Party B irrevocably agree hereby to grant jointly and severally to Party A or one or more persons designated by Party A, to the extent permitted by the PRC laws and regulations, the Option subject to the terms and conditions set forth in this Agreement to purchase all or part of the Shares at the Share Purchase Price (as defined in Article 3.2 hereunder) based on its needs in accordance with the procedures determined by Party A.

1.2 Effectiveness

This Agreement shall take effect as of the date of the execution by the Parties or their respective authorized representatives.

2. Exercise of Exclusive Call Option

2.1 Time of Exercise

2.1.1Each of Party B agrees that Party A may at any time, and from time to time after the effective date hereof, exercise the Option, in whole or in part, to acquire all or a portion of the Shares, subject only to applicable laws of the PRC.

2.1.2For the avoidance of doubt, each of Party B hereby agrees that Party A shall be entitled to exercise the Option for an unlimited number of times, until all of the Shares have been acquired by Party A.

2.1.3Party B agree that when exercising the Option, Party A may designate itself or any authorized third party as the transferee of the Shares.

2.2 Transfer

Party B agree that the Option shall be freely transferable, in whole or in part, by Party A to any third party, and that upon such transfer, the Option may be

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exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Party A hereunder.

2.3 Notice Requirement

If Party A wishes to exercise the Option, it shall send a written notice to each of Party B by no later than thirty (30) days in advance of such exercise, specifying therein:

2.3.1 The date of execution of the Share Transfer Agreement (as defined in Article 3.1 hereunder);

2.3.2 The name of the person to whom the Shares shall be transferred;

2.3.3 The amount of the Shares to be purchased from each of Party B;

2.3.4The Share Purchase Price (as defined in Article 3.2 hereunder) of the Shares to be transferred this time, which shall be defined pursuant to the Proportion of the Shares to be purchased; and

2.3.5a letter of authorization, where a third party has been designated to exercise the Option.

2.4 Set-off

Party B entered into an Amended and Restated equity pledge agreement with Party A as of the even date hereof, in which Party B assign Party A pledge over the Shares. After each exercise of the Option and the consequent transfer of the Shares, the pledge over the Shares transferred will disappear, and the Shares in pledge will be reduced in the same proportion.

3. Completion of Exclusive Call Option

3.1Share Transfer Agreement

Party B shall execute a share transfer agreement in form and substance substantially the same as the annex attached hereto (the “Share Transfer Agreement”), together with any other documents necessary to give effect to the transfer to Party A or its nominee of all or part of the Shares within thirty (30) days after Party A’s sending the written notice in accordance with Article 2.3 above.

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3.2Share Purchase Price

The share purchase price to be paid by Party A or its nominee when exercising the Option under this Agreement, shall be the minimum price allowable by the PRC laws, unless otherwise required by PRC laws or agreed in writing by the Parties.

3.3Waiver of the Priority Purchase Right

Upon an exercise of the Option by Party A and Party B hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy to the Shares transferred.

3.4Shareholders’ Resolution

Upon an exercise of the Option by Party A and Party B shall execute and deliver one or more resolutions of the shareholders’ meeting of Party C (“Resolutions”) within thirty (30) days after the execution of the Share Transfer Agreement, approving, including but not limited to, the following:

3.4.1The transfer in the name of Party A or its nominee of all or part of the Shares; and/or

3.4.2Upon the request by Party A, resignation by Party B from the position of directors and/or other positions.

4. Representations, Warranties and Undertakings

4.1 Representations and Warranties

4.1.1Each of the Parties severally represents and warrants to each other that:

(1)It has the full power and authority to enter into this Agreement;

(2)Its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

(3)There is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

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(4)It has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement;

4.2 Undertakings

4.2.1 Each of Party B separately and jointly covenants and undertakes to Party A that:

(1)It will complete all such formalities as are necessary to make Party A or its nominee a full and proper shareholder of Party C. Such formalities include, but are not limited to, revising the Articles of Association of Party C, changing the list of shareholders and undertaking any other changes at the relevant administrative department of industry and commerce.

(2)For a period as from the date hereof until two (2) years after the date on which all of the Shares are acquired by Party A:

(a)except operating Party C or the business invested or controlled by Party C, or employed by Party A or other PRC companies invested or controlled by Wowo Limited (if applicable), it will not, either directly or indirectly, engage or be engaged in business which is the same or similar to that of Party C within the PRC or any other jurisdictions wherein Party C operates;

(b)it will not take employment with any person who is engaged by Party C or Party A, or with any person directly or indirectly assisting any such person with technical, commercial or professional advice, except that such person is employed by Party C the business invested or controlled by Party C, Party A or other PRC companies invested or controlled by Wowo Limited;

(c)it will not be engaged or otherwise involved as principal, shareholder, employee or agent, whether directly or indirectly, in any company, firm or business which, with regards to any goods or services, is supplier to or a customer of Party C or Party A, except for the business invested or controlled by Party C, Party A or other PRC companies invested or controlled by Wowo Limited; and

(d)it will not at any time either on its own account or for any person solicit business from any person who has dealt with Party C or Party A.

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(3)Party B and Party C hereby further undertake to Party A that it will cause Party C:

(a)to keep validly existing and prudently and effectively operate its business and handle related corporate affairs following good commercial and business standards and practices; endeavor to ensure itself keep holding its licenses, certificates and approvals as requisite for its business operations, and keep such licenses, certificates and approvals from being revoked; and endeavor to keep the current corporate structure and senior managements, and maintain the relationships with its customers to ensure Party C’s reputation and operation will not be materially or adversely affected upon the exercise of the Option hereunder by Party A or its nominee;

(b)Without prior written consent of Party A, not to increase or decrease its registered capital of Party C, or change the capital structure in any other form;

(c)Without prior written consent of Party A, not to revise its articles of association or other constituent documents with respect to its material matters, including but not limited to its organization structure, internal institutions and authority, registered capital changes, share transfers, voting rules and matters.

(d)Without the prior written consent by Party A, not to affirmatively vote for, support or execute any shareholders’ resolution at Party C’s shareholders’ meeting to approve to sell, transfer, pledge or otherwise dispose of the legitimate or other beneficial interest in the equity interests of Party C, nor to allow other security interests to be created on it, except the pledge right set on Party C’s equity interests pursuant to Amended and Restated Equity Pledge Agreement;

(e)without prior written consent of Party A, not to sell, transfer, mortgage or otherwise dispose of any asset, income, legitimate or beneficial interests in its business, or allow creation of any other security interest at any time as from the date hereof, except the pledge right set on Party C’s equity interests pursuant to Amended and Restated Equity Pledge Agreement;

(f)without prior written consent of Party A, not to inherit, guarantee or allow the existence of any debt, with the exception of (i) the debts incurred during the ordinary or daily course of business, and (ii) the

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debts which have been disclosed to Party A and for which written consents from Party A have been obtained;

(g) to normally operate businesses to maintain its assets value, and not to result in any materially adverse affect on its business operation and the value of its assets by any acts or omissions; and without prior written consent of Party A, not to change its businesses in any material respect;

(h) without prior written consent of Party A, not to enter into any material agreement except for the agreements entered into during the ordinary course of business (for the purpose of this section, an agreement or a series of related agreements should be deemed as a material agreement if the amount of which exceeds RMB 2,000,000);

(i) without prior written consent of Party A, not to provide any loan, credit or guarantee to anyone;

(j) At the request of Party A, to provide all materials related to its business and financial conditions to Party A;

(k) Without the prior written consent by Party A, not to affirmatively vote for, support or execute any shareholders’ resolution at Party C’s shareholders’ meeting to approve Party C’s merger or combination with any person, acquisition by any person, or Party C’s acquisition of or investment in any person;

(l) To promptly inform Party A of any existing or potential litigation, arbitration, or administrative proceedings in relation to its assets, business or revenues;

(m) In order to keep the ownership of the equity interest held by Party B and/or Party C, to execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;

(n) in order to maintain its ownership of all its assets, to execute all necessary or appropriate documents, commence all necessary or appropriate claims, or make all necessary or proper defenses to all claims;

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(o) without prior written consent of Party A, not to distribute any dividends to its shareholders in any form, nevertheless upon request of Party A, immediately to distribute all payable dividends to the shareholders; and

(p) To cause Party C’s shareholders’ meeting to vote affirmatively for the transfer of the Purchased Equity Interest stipulated hereunder;

(q) Subject to the Power of Attorney executed by Party B on August 6th, 2014, to exercise any and all the rights as Party C’s shareholder only upon the request by Party A and only upon Party A’s written authorization; and

(r) At the request of Party A, to appoint the person designated by Party A to be its executive director.

(s) To strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by Party B, Party C and Party A, and to duly perform all obligations under such agreements, without taking any act or omission that suffices to affect the validity and enforceability of these agreements.

5. Default Liabilities

The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches any of the provisions herein, or fails to perform or delays in the performance of any obligation under this Agreement in any material aspect, such breach, failure or delay shall constitute a default under this Agreement (the “Default”), and the non-defaulting Party (the “Non-defaulting Party”) is entitled to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take any remedial measures within reasonable period of time or within ten (10) days upon receipt of the written notice of the Non-defaulting Party, the Non-defaulting Party is entitled to decide, at its sole discretion as follows: (1) If the Defaulting Party is Party B, Party A is entitled to terminate this Agreement and claim damages from the Defaulting Party; (2) If the Defaulting Party is Party A, the Non-defaulting Party is entitled to claim damages from the Defaulting Party; however, the Non-defaulting Party may not terminate this Agreement in any event unless otherwise provided under the laws.

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6. Governing Law and Dispute Resolution

6.1 This Agreement’s execution, interpretation, and performance, and the disputes resolution under this Agreement shall be governed by the PRC laws.

6.2 Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Parties. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each Party can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

7. Effectiveness and Term

This Agreement takes effect as of the date when it is signed by the Parties. Upon its effectiveness, the Agreement shall supersede the prior “exclusive call option agreement” that the Parties have signed. The term of this Agreement is ten (10) years. This Agreement shall be extended upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by Party A.

8. Termination of the agreement

8.1 At any time within the term hereof, in case Party A is unable to exercise the option hereof because of the then-applicable laws, Party A may, at its sole discretion, unconditionally terminate this Agreement by notifying Party B in writing within thirty (30) days, without assuming any liabilities there from.

8.2 Except under circumstances indicated in Article 8.1, Party B shall not have the right to unilaterally dissolve this Agreement at any time during the term and extension periods of this Agreement.

9. Costs and Other Expenses

All actual expenses related to prepare, sign and implement this Agreement, including but not limited to the stamp duty, any other taxes and etc., shall be assumed by the Parties respectively.

10. Confidentiality

10.1 Whether this Agreement is terminated or not, either party (“receiving party”) shall be obliged to keep in strict confidence the commercial secrets and proprietary information of the other Party acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any unpublished information

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of the other Party (collectively, the “Confidential Information”). The receiving party of the Confidential Information shall not disclose the Confidential Information or any part thereof to any third parties unless it obtains prior written consent of the other Party, or is required by relevant laws and regulations or must to meet the requirements of relevant stock exchange. The aforesaid clauses are not applied for the information that: (a) is obtained legally by the receiving party before the disclosing party has disclosed it which has written proof; (b) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (c) is obtained by receiving party from the third party who has not obliged to keep in confidence.

10.2 If any party requires disclose the materials regarding the transaction contemplated hereunder to its legal counsels or financial advisors, these parties shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.

10.3 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

11. Miscellaneous

11.1 No amendment or modification to this Agreement shall be valid unless made in writing and executed by the Parties.

11.2 Any appendices attached hereto shall be an integral part of this Agreement and equally authentic as this Agreement.

11.3 Notices

11.3.1 Unless otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mail, e-mail, facsimile or registered mail to the following correspondence addresses:

If to the Party A: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

ZIP Code: 100101

Contact Person: Maodong Xu

If to the Party B: Maodong Xu

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If to Party C: Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Address: Room 1808-183, 18th Floor, Information Tower, No.13 Linyin  North Street, Pinggu District, Beijing,

ZIP Code: 100085

Contact Person: Tiezheng Liu

11.3.2 Notices and correspondences shall be deemed to have been effectively delivered:

(1)At the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

(2)On the date that the receiving Party signs for the document if delivered in person (including express mail);

(3)On the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

(4)On the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

11.4 This Agreement shall be binding on the successors of the Parties and the assigns as designated by Party A.

11.5 The Parties may, upon mutual agreement, conclude supplementary agreements regarding any issues not covered in this Agreement. The supplementary agreements shall be of equal force with this Agreement.

11.6 This Agreement shall be made in Chinese version with English translation enclosed. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in 6 originals, including three (3) original copies to be held by Party A, two (2) by Party B, another one (1) to be held by Party C

(Remainder of this page intentionally left blank.)

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IN WITNESS HEREOF, the Parties have caused this Amended and Restated Exclusive Call Option Agreement to be executed on the date and at the place first above written.

Party A: Beijing Wowo Shijie Information Technology Co., Ltd.(Seal)

Authorized Representative (Signature): /s/ Maodong Xu

Party B:

Maodong Xu (Signature): /s/ Maodong Xu

Beijing Wowo Shiji E-Commerce Co., Ltd (Seal)

Authorized Representative (Signature): /s/ Huazhou

Party C: Beijing Kai Yi Shi Dai Network Technology Co., Ltd. (Seal)

Authorized Representative (Signature): /s/ Huazhou

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APPENDIX

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is entered into as of [] in Beijing by and between the following parties:

Transferor:	Name: []
	ID No.: []

Transferee:  Beijing Wowo Shi Jie Information Technology Co., Ltd. (the “Transferee”)

(the Transferors and the Transferee collectively the “Parties”)

WHEREAS

(1)The Transferors holds [] % shares in [].

(2)The Transferor desires to transfer to the Transferee all his/her [] % shares in

[], and the Transferee agrees to accept such transfers under the terms and conditions of this Agreement.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

Article 1: TRANSFER OF EQUITY INTEREST

1.1Transfer Agreement

1.1.1Subject to the terms and conditions of this Agreement, the Transferors hereby agree to transfer [] %shares they held in [] to the Transferee (the “Transfer”) at the Effective Date of this Agreement (as defined in Article 5.1 below) as of the Effective Date of this Agreement, and acquires all the related rights and interests accordingly.

1.1.2The Transferors and the Transferee have entered into a shares pledge

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agreement, under which the Transferors in favor of Party A pledged the entire shares as held by them in []. Upon the execution of the Transfer in accordance with this Agreement, the portion of the pledge over the shares as transferred will disappear and the shares in pledge will be reduced in the same proportion.

1.2Transfer Price

The purchase price of the [] % shares is RMB [].

Article 2: CLOSING

2.1Subject to terms and conditions of this Agreement, the closing of the Transfer involved in this Agreement (“Closing”) shall be deemed as having accomplished at the Effective Date of this Agreement.

2.2The Transferors shall submit to the Transferee any and all legal documents with respect to the Transfer being referred hereto at the Effective Date of this Agreement, in a way satisfactory to the Transferee formally and virtually.

2.3The Parties of this Agreement hereby agree that, with respect to the Transfer hereunder, the Transferors shall be responsible to file with the original registration authority of [] for the purpose of all necessary registration change within thirty (30) days after the execution of this Agreement, and the Transferee shall offer necessary assistance and cooperation at the same time.

Article 3: REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of the Transferors

The Transferors hereby make following representations and warranties to the Transferee,

3.1.1The Transferors have full legal power and authority to sign and execute this Agreement and transfer the shares referred to under this Agreement. The Transferors have taken all proper and necessary actions for the Transfer referred to under this Agreement. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the

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Transferors, and shall be enforceable against the Transferors according to its terms.

3.1.2In any event, the liabilities of the Transferors to [] and the Transferee are limited to the shares as each held thereby.

3.1.3The representations and warranties hereby made by the Transferors are true and accurate in all aspects at the Effective Date of this Agreement.

3.1.4Upon the effectiveness of this Agreement, the Transferors shall be responsible to effect all necessary internal and external procedures in respect of the Transfer, including but not limited to, signing resolutions of the shareholders’ meeting and making related registration change and filings.

3.2Representations and Warranties of the Transferee

The Transferee hereby makes the following representations and warranties to the Transferors,

3.2.1The Transferee has full legal power and authority to sign and execute this Agreement and carry out the Transfer hereunder. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the Transferee, and will be enforceable against the Transferee according to its terms.

3.2.2The liabilities of the Transferors to [] and the Transferee are limited to the shares as each held thereby before or after the Effective Date of this Agreement.

3.2.3The representations and warranties hereby made by the Transferee are true and accurate in all aspects at the Effective Date of this Agreement.

3.2.4Upon the effectiveness of this Agreement, the Transferee shall offer necessary assistance and cooperation to the Transferors for them to perform the obligations referred to in Article 3.1.4.

Article 4: THE CONTINUOUS EFFECTIVENESS OF WARRANTIES; COMPENSATION

4.1The Continuous Effectiveness of Warranties

The representations and warranties made by the Transferors and the Transferee

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respectively and any certificate or other documents submitted previously shall not be seen as waiver or be impacted as a result of any adjustment made by the Transferors and the Transferee and each of representations and warranties shall be continuous effective after the Closing.

4.2Compensation

If the Transferee or the Transferors bear any cost, expense, liability or loss owing to the Transferors or the Transferee violating this Agreement before the Effective Date of this Agreement, the defaulting party shall make compensation to the non-defaulting party and make the non-defaulting party free with any cost, expense, liability or loss incurred because of the foregoing reason.

Article 5:

MISCELLANEOUS

5.1Effective Date of this Agreement

This Agreement shall take effect as of the date of execution by the Parties or their respective authorized representatives.

5.2Governing Law and Disputes Resolution

5.2.1The conclusion, validity, interpretation, performance, and the dispute resolution of this Agreement shall be governed by the laws of PRC.

5.2.2Any disputes arising from or relating to this Agreement shall be resolved through consultation in good faith by the Parties. In case of a failure to reach an agreement through such consultation, the Parties agree to submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

5.3Language and Version

This Agreement shall be made in Chinese with an English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement has six (6) originals with each of the Transferors and the Transferee keeping one original. Other originals of this Agreement shall be used to conducting necessary changing registration procedures.

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(Remainder of this page intentionally left blank.)

IN WITNESS HEREOF, the Parties have caused this Share Transfer Agreement to be executed on the date and at the place first above written.

Party A:

By:

Party B:

Authorized Representative:

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EX-10.8

Exhibit 10.8

Amended and Restated Exclusive Consulting and Service Agreement

This Amended and Restated Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (the “PRC”) on August 6th, 2014 by and between the following Parties:

Party A: Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Address: Room 1808-183, 18th Floor, Information Tower, No.13 Linyin North Street, Pinggu District, Beijing

For the purpose of this agreement, Party A shall include Party A’s subsidiary and other entities Party A then controls.

Party B: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

(Party A and Party B individually, a “Party”; collectively, the “Parties”)

Whereas:

(1) Party A is a limited liability company, incorporated in Beijing China and validly existing under the PRC laws;

(2) Party B is a wholly foreign-owned enterprise, duly incorporated and validly existing under the PRC laws.

(3) Party A intends to employ Party B as its exclusive technical related services supplier, and Party B agrees to provide Party A with the corresponding technical support.

(4) The Parties entered into an “Exclusive Technical Support Service Agreement” (“the Original Exclusive Technical Support Service Agreement”) on May 31st, 2011. The Parties agree to restate and amend the terms and conditions of the Original Exclusive Technical Support Service Agreement, to supersede the Original Exclusive Technical Support Service Agreement.

NOW, THEREFORE, the parties hereby agree as follows through amicable consultation,

1.  Definition and Interpretation

1.1 Except as otherwise defined in the terms or context hereof, the following terms in this Agreement shall have the following meanings:

“Party A’s business” shall mean any and all businesses engaged in and developed by Party A currently and at any time during the valid term hereof.

“Services” shall mean the services to be provided by Party B to Party A, which are related to Party A’s Business, including but not limited to:

1.1.1 Provision of general solutions regarding website operation;

1.1.2 Provision of usage of computers and network hardware equipments necessary for Party A’s business;

1.1.3 Daily management, maintenance and upgrading of the network sever and databases;

1.1.4 Development, maintenance, and upgrading of the related application software;

1.1.5 Any other related or necessary technical and consulting services regarding Party A’s business.

“Annual Business Plan” shall mean the development plan and budget report for Party A’s Business in the next calendar year which is prepared by Party A with the assistance of Party B.

“Service Fees” shall mean all fees to be paid by Party A to Party B pursuant to Article 3 of this Agreement in respect of the Services provided by Party B.

“Equipment” shall mean any and all equipments owned by Party B or purchased by Party B from time to time, which is to be used for the purpose of provision of the Services.

“Operating Revenue” shall mean the total revenue generated by Party A in its daily operation of business (including related costs, fees or taxes).

1.2 The references to any laws and regulations (the “Law”) herein shall be deemed to include (1) the references to the amendments, changes, supplements and reenactments of such Law, irrespective of whether they take effect before or after the execution of this Agreement; and (2) the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3 Except as otherwise stated in the context herein, all references to an article, clause, item or paragraph shall refer to the relevant part of this Agreement.

2.  Services

2.1 Party B shall provide the Services to Party A according to the terms of this Agreement, and Party A shall try its best to facilitate Party B to provide the Services.

2.2 Party B shall provide and update any necessary software and Equipment for providing services according to Party A’s annual business plan.

2.3 As required by Party B, Party A shall consult and determine jointly with Party B about Party A’s annual business plan for next year before 30 November of each year. In case Party A needs Party B to purchase certain new Equipment, it shall consult with Party B fifteen (15) days in advance in order to reach Party B’s agreement.

2.4 Party B’s services in this Agreement shall be exclusive. During the term hereof, Party A shall not accept any other consulting and services with respect to the business hereinabove from any third party, unless otherwise agreed by Party B in writing in advance.

3.  Service Fee

3.1 In respect of the Services to be provided by Party B pursuant to this Agreement, Party A shall pay to Party B the Service Fees pursuant to article 3.2 in this agreement as follows:

3.1.1 Performance Fees equivalent to five percent (5%) of the total Operating Revenue of Party A;

3.1.2 Depreciation fees of equipment pursuant to Chinese Accounting Standards; and

3.1.3 Annual Services Fees of which the amount shall be calculated on the lump-sum operation revenue of Party A (excluding fees pursuant to article 3.1.1 and 3.1.2). However, if the lump-sum of article 3.1.1, 3.1.2 and 3.1.3 are larger than Party A’s yearly net income, the service fees that Party A shall pay to Party B are limited to Party A’s yearly net income. Additionally, Party B is entitled to determine and adjust the service fees on the base of Party A’s operation revenue unilaterally.

3.2 As required by Party B, Party A shall pay Party B Service Fees on quarterly basis. Party A shall pay Party B the apportioned fees of amount pursuant to article 3.1.1, 3.1.1.2 and 3.1.3 before January 31st, April 30th, July 31st and October 31st every year. At the end of Party A’s every fiscal year, the parties shall calculate the service fees payable on the base of Party A’s operation revenue which are acceptable by both parties, thus making accordingly adjustment on payment within 30 days of the beginning of next fiscal year.

3.3 Party A shall pay the Service Fees determined under Article 3.1 hereof into a bank account designated by Party B on time. In the case that Party B changes its bank account, it shall notify Party A in writing of such change seven (7) working days in advance.

3.4 After the expiration and termination of this Agreement, Party A shall pay Party B the spare service fees within thirty (30) days.

3.5 Party A shall provide its operation revenue honestly to Party B and pay full service fees to Party B on time pursuant to Article 3 hereof. As required by Party B, Party A shall allow Party B to get access to their financial records to confirm the amount of operation revenue.

4.  Intellectual Property

4.1 The Parties agree and confirm that, Party B shall hold the ownership of all the working achievements, intellectual property and proprietary information except for the following:

4.1.1 Intellectual property owned legally by the third party which is permitted by Party A or Party B in the way of permission or other ways.

4.1.2 Client information which is obtained during the operation process of Party A is owned by both parties.

4.1.3 Otherwise agreed by both parties in writing.

4.2 During the implement term of this Agreement, if Party A requires using Party B’s software program, system or other intellectual property, both parties shall reach another agreement about the scope, method, and fee of permission.

5.  Representations and Warranties

5.1 Party A hereby represents and warrants as follows:

5.1.1 It is a limited liability company duly incorporated and validly existing under the laws of the PRC with independent legal person status. It has full legal capacity to sign and perform this Agreement as well as act as an independent Party during the proceedings.

5.1.2 It has all authorization and competence to enter into this Agreement and have authorized its representative with sufficient power to sign this Agreement on behalf of such party respectively; This Agreement, once executed, constitutes a lawful, effective and binding obligation of Party A, which may be enforced pursuant to its terms.

5.1.3 As of the effectiveness of this Agreement, it has obtained complete operating permits necessary for its operations, and has full qualification to conduct network technology services and other related Party A’s Business within the PRC.

5.2 Party B hereby represents and warrants as follows:

5.2.1 It is a limited liability company duly incorporated and validly existing under the laws of the PRC with independent legal person status. It has full legal capacity to sign and perform this Agreement as well as act as an independent Party during the proceedings.

5.2.2 It has all authorization and competence to enter into this Agreement and have authorized its representative with sufficient power to sign this Agreement on behalf of such party respectively; This Agreement, once executed, constitutes a lawful, effective and binding obligation of Party A, which may be enforced pursuant to its terms.

6.  Special Undertakings of Party A

Party A hereby undertakes as follows:

6.1 During the term of the Agreement, it shall have all competence and qualifications to conduct the business as well as maintain their validity at any time.

6.2 During the term of this Agreement, it shall make its best effort to develop its business and maximize profits.

6.3 Party A shall respect Party B’s working achievements and intellectual property and take any necessary or applicable measures to protect Party B’s working achievements and intellectual property.

7.  Compensation

As required by Party B, Party A agrees to compensate Party B on any losses caused by signing, implementation of this agreement and Party A’s business, including but not limited to any losses incurred by litigation or arbitration by the third party or penalty and administrative investigation by the government related to Party A’s business. However, the losses caused by Party B’s gross negligence are not included in the compensation.

8.  Confidentiality

8.1  Whether this Agreement is terminated or not, Party A shall be obliged to keep in strict confidence the commercial secrets and proprietary information of Party B acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any unpublished information of the other Party

(collectively, the “Confidential Information”). Party A shall not disclose the Confidential Information or any part thereof to any third parties unless it obtains prior written consent of Party B.

8.2 After termination of this Agreement, if requested by Party B, Party A shall return, destroy, or otherwise dispose of all of the documents, materials, and software that contain any Confidential Information as requested, and stop using the Confidential Information.

8.3 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

9.  Force Majeure

“Force Majeure” shall mean events beyond the reasonable control of the Parties that are unforeseeable or foreseeable but unavoidable, which cause obstruction in, impact on or delay in either Party’s performance of part or all of its obligations in accordance with this Agreement, including without limitation, government acts, natural disasters, wars, hacker attacks or any other similar events. The Party affected by Force Majeure shall provide the other Party with valid certificate documents verifying the occurrence of Force Majeure events through fax in thirty (30) days, which documents shall be issued by the notary office where the events occur. Neither Party will be held liable for failure or delay to perform any or all of its obligations hereunder due to the impact of force majeure, provided that the affected Party shall resume performance of its obligations upon elimination of the impact of the force majeure.

10.  Effectiveness and Termination

10.1 This Agreement takes effect as of the date when it is signed by the Parties. Upon its effectiveness, the Agreement shall supersede the prior “exclusive consulting and service agreement” that the Parties have signed. The term of this Agreement is ten (10) years unless early termination occurs in accordance with article 10.2 of this Agreement. This Agreement shall be extended upon Party B’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by Party B.

10.2 During the term hereof, in no event shall Party A terminate this Agreement earlier, unless Party B commits gross negligence, fraud or other illegal action, or goes bankrupt. Notwithstanding the above stipulation, Party B shall have the right to terminate this Agreement at any time by issuing a thirty (30) days’ prior written notice to Party A.

11.  Notices

11.1 Any notice, request, demand or other correspondences required by or made in accordance with this Agreement shall be in writing and delivered to the relevant Party.

11.2 The aforesaid notice or other correspondences shall be deemed to have been delivered upon delivery when it is transmitted by facsimile; or upon handed over to the receiver when it is delivered in person; or on the fifth (5) day after posting if delivered by mail.

12.  Liability for Breach of Contract

12.1 The Parties agree and confirm that, if any Party (the “Defaulting Party”) breaches substantially any of the agreements or substantially fails to perform any of the obligations hereunder, such a breach or failure shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial measures within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period of time or within ten (10) days upon receipt of the written notice from the non-defaulting party, the non-defaulting party shall be entitled to decide to, at its discretion:

12.1.1 Provided that the Defaulting Party is Party A, Party B shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify all the damages; or

12.1.2 Provided that the Defaulting Party is Party B, Party A shall be entitled to require the Defaulting Party to indemnify all the damages. However, unless otherwise provided by Law, under no circumstances shall Party A be entitled to terminate or rescind this Agreement.

12.2 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

13.  Miscellaneous

13.1 This Agreement is made in Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail. This Agreement is made with two original copies.  Each Party will hold one original and both originals are equally authentic.

13.2 The execution, interpretation, performance of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.3 The parties hereto shall strive to settle any dispute arising from the interpretation or performance of the terms under this Agreement through friendly consultation in good faith. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by either Party, any Party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The language of arbitration shall be in Chinese. The arbitration award shall be final and binding upon both Parties.

13.4 Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

13.5 No failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with law (the “Rights”) shall be construed as a waiver of such Rights, and the waiver of any single or partial exercise of the Rights shall not preclude its exercising of such Rights in any other way and other Rights.

13.6 The headings of the Articles herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof.

13.7 Each provision contained herein shall be severable and independent from other provisions, and if at any time one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

13.8 Any amendments or supplements to this Agreement shall be made in writing and shall take effect upon due execution by the Parties hereto.

13.9 Party A shall not assign any of its rights and/or obligations hereunder to any third parties without the prior written consent of Party B. Party B shall be entitled to assign any of its rights or obligations hereunder to any third party upon issuance of notice of such assignment to Party A and to the extent as permitted by PRC Law.

13.10 This Agreement shall be binding on the legal successors of the Parties.

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IN WITNESS HEREOF, the Parties have caused this Exclusive Consulting and Services Agreement to be executed on the date and at the place first above written.

Party A: Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Authorized Representative:	/s/ Hua Zhou
Party B: Beijing Wowo Shijie Information Technology Co., Ltd.
Authorized Representative:	/s/ Maodong Xu

EX-10.9

Exhibit 10.9

Amended and Restated Equity Pledge Agreement

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”), on August 6th, 2014 by and between the following Parties:

Party A: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

Party B: Maodong Xu

Residence: People’s Republic of China

Party C: Beijing Wowo Shiji E-Commerce Co., Ltd.

Address: Room 3003, Third Floor, No.18, Shang Di Xinxi Road, Haidian District, Beijing.

Party D: Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Address: Room 1808-183, 18th Floor, Information Tower, No.13 Linyin North Street, Pinggu District, Beijing,

(In this Agreement, Party A is referred to as the “Pledgee”. Party B and Party C are called collectively or individually as the “Pledgor”, and Party D is referred to “the Company”. All the above parties are hereinafter referred to individually as a “Party” and collectively as the “Parties”)

Whereas,

(1)  Beijing Kai Yi Shi Dai Web Technology Co., Ltd. (“the Company”) is a limited liability company duly incorporated and validly existing under the PRC laws. The Pledgor holds whole equity interests of the company, of which Party B holds 60% equity interests and Party C holds 40% equity interests.

(2)   The Pledgee is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

(3)   The Pledgee and the Company entered into an Amended and Restated Exclusive Consulting and Service Agreement on August 6th, 2014.

(4)    The Pledgor, the company, and the Pledgee entered into an Amended and

Restated Exclusive Call Option Agreement on August 6th, 2014 (“Call Option Agreement”).  In addition, the Pledgor provides Power of Attorney to the Pledgee on August 6th, 2014 (“Power of Attorney”, together with the “Exclusive Consulting and Service Agreement” and “Exclusive Call Option Agreement” are collectively referred as “the Master Agreement”)

(5)  In order to make sure the performance of all the obligations by the company and the Pledgors under the Master Agreement, the Pledgor hereby pledges all the equity interests held by them in the Company as the guaranty for his and the Company’s performance of obligations under the Master Agreement.

(6)   The Pledgee and the Pledgor entered into an “equity pledge agreement” (“the original equity pledge agreement”) on April 18th 2012.The Parties agree to restate and amend the terms and conditions of the Original Equity Pledge Agreement, to supersede the Original Equity Pledge Agreement.

NOW, THEREFORE, the Parties, through amicable negotiation hereby agree to the following:

1.  Definition

Unless otherwise specified herein, the following words shall have the meanings as follows:

1.1 “Pledge Right” shall mean the full content of Article 2 hereunder.

1.2 “Equity Interests” shall mean the shares in the company held by the Pledgors. In order to avoid any misunderstanding, the Shares hereof refer to all of the shares in the company held by the Pledgors at any time, to wit, after the date hereof if there is any increase or other changes with respect to the shares in the company held by the Pledgors, such shares after increased or changed shall be deemed to be the Shares in Pledge under this Agreement.

1.3 “Term of Pledge” shall mean the period provided under Article 3.2 hereunder.

1.4 “Event of Default” shall mean any event in accordance with Article 7 hereunder.

1.5 “Notice of Default” shall mean the notice of default issued by the Pledgee in accordance with this Agreement.

1.6 “Option” shall mean the option granted by the Pledgors to the Pledgee in the Call Option Agreement in favor of the Pledgee to purchase the Shares exclusively.

1.7 “PRC” shall mean the People’s Republic of China.

1.8 “Secured Indebtedness” shall mean all direct, indirect, consequential losses, and loss of projectable benefits as may be suffered by the Pledgee as a result of any Event of Default (as defined below) of the Pledgor and Party D, of which the basis for the amount of such losses includes without limitation reasonable business plans and profit forecasts of the Pledgee, any and all the principals, interest, service fees or other fees that the Pledgee is entitled to receive under the Master Agreement (including but not limited to the service fees, liquidated damages and compensations).

1.9 Except as otherwise stated in the context herein, all references herein to this Agreement or any other agreements or documents shall be interpreted as to refer to the amendments, changes, replacements or supplements already made or to be made from time to time, to or of this Agreement or, as the case may be, such other agreements or documents.

2. Pledge Right

2.1The Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in the company to secure all and any Secured Indebtedness.

2.2In order to avoid any misunderstanding, despite of the disappearance of party of the Secured Indebtedness, the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective Shares in the company as a security of the remaining part of the Secured Indebtedness in accordance with the provisions of this Agreement.

2.3Within the effective period of this Agreement, in case that the Pledgee exercise the Option and therefore obtains all or part of the Shares, the relative Pledge over that part of Share disappear in proportion as of the execution date of the Shares transfer and the Shares pledged by the Pledgors reduce in the same proportion. The Pledgee and the Pledgors shall effect the registration, or changing registration or record, as set forth in Article 4.2 hereunder, with the competent administration for industry and commerce.

2.4The Pledge under this Agreement refers to the preferential rights enjoyed by the Pledgee in receiving proceeds from auction or sale of the Shares pledged by the Pledgors to the Pledgee

3. Term of Pledge

3.1 The effectiveness of this Agreement

This Agreement takes effect as of the date when it is signed by the Parties. Upon its

effectiveness, the Agreement shall supersede the prior “Equity Pledge Agreement “ that the Parties have signed.

3.2 The term of Pledge

The Pledge Right hereunder shall be set up from the date as of registration of Pledge with administration for industry and commerce. The term of this Agreement shall end upon the full performance of the contractual obligations or the full discharge of the Secured Liabilities.

4. Possession of Pledge Certificates

4.1  During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the certificate of capital contribution and the name list of shareholders of the company to the Pledgee within one (1) week as of the date of execution of this Agreement.

4.2  The Pledgors and the Pledgee hereby agree to effect the registration or record of Pledge herein with the competent administration for industry and commerce at the earliest practicable date (in any event not later than twenty (20) days as of the date hereof). After the completion of such Pledge registration, in case of the changes with respect to the Shares respectively held by the Pledgors resulting from any changes to the registered capital or share structure of the company, the Pledgors and the Pledgee shall effect the alteration registration or record of Pledge with the competent administration for industry and commerce within twenty  (20)  days  after  the  completion  of  the  registration  of  the abovementioned Shares changes.

4.3  The Pledgee is entitled to collect dividends and other distributions (in cash or non-cash) of the Shares during the Term of Pledge.

5. Representations and Warranties of the Parties

5.1The Pledgee and the Pledgors severally represent and warrant to each other that:

5.1.1 It has the full power and authority to enter into this Agreement;

5.1.2 Its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval (except for the registration of the Pledge Right);

5.1.3 There is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

5.1.4 It has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement.

5.2The Pledgors especially represent and warrant to the Pledgee that:

5.2.1The Pledgors are the legal owners of the Shares. The Pledgors do not pledge or encumber the Shares to any other person except for the Pledgee.

5.2.2The Pledgee shall not be interfered by any other party at any time once the Pledgee obtains the right to exercise the rights of the Pledge in accordance with this Agreement.

5.2.3The Pledgee shall be entitled to dispose of and transfer or assign the Pledge in accordance with this Agreement.

5.2.4The Pledgor shall not transfer the Pledged Equity Interests without the written consent of the Pledgee.

6. Undertakings by the Pledgor and the Company

6.1The Pledgors separately and jointly covenant and undertake to the Pledgee that:

6.1.1During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shall:

(1)not transfer or assign the Shares, create or permit to create any pledges which  may  have  an  adverse  effect  on  the  rights  or benefits of the Pledgee without prior written consent from the Pledgee except for the share transfer caused by the execution of the Option by the Pledgee;

(2)comply with the provisions of all the laws and regulations relating to t he pledge of rights, and shall, within five (5) days upon receipt of any notice, order, issued recommendation or promulgated by relevant competent authorities regarding the Pledge, present such notice, order or recommendation to the Pledgee, and concurrently comply with the such notice, order or recommendation, or object thereto upon the reasonable request or consent of the Pledgee;

(3)notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any

covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement.

6.1.2 The Pledgors agree that the right of exercising the Pledge obtained by the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person.

6.1.3 Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake  separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred.

6.1.4 The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other  parties  who  have  interests  to  take  action  as  required  by  the Pledgee  and  make  access  to  exercise  the  rights  and  authorization vested in the Pledgee under the Master Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within a reasonable time period.

6.1.5 Any distribution received by the Pledgors as shareholders of the Company would have to be fully remitted to the Pledgee immediately.

6.1.6 The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements,  representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee.

6.1.7 The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

7. Event of Default and Liabilities for Breach of Contract

7.1 Each of the following circumstances shall constitute an Event of Default:

7.1.1 Either the Pledgor or the Company breaches any of their obligations and liabilities under the Master Agreement;

7.1.2 The Pledgors make any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgors are in violation of any warranties under Article 5 herein;

7.1.3 The Pledgors violate the covenants under Article 6 herein;

7.1.4 The Pledgors violate any terms and conditions herein;

7.1.5 The Pledgors’ any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled due date; or (2) are due but cannot be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgors’ capacity to perform the obligations herein has been impacted;

7.1.6 The company fails to repay general debts or other liabilities;

7.1.7 This Agreement becomes illegal or the Pledgor is unable to continue to perform his obligations under this Agreement as a result of any reason except for the Force Majeure Event;

7.1.8 The Pledgor, Successor of the Pledgor or the Company can only perform part of, or refuses to perform, its obligations under this Agreement;

7.1.9 This Agreement is deemed to be illegal with the promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder;

7.1.10 any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended;

7.1.11 the properties of the Pledgors are adversely changed and cause the Pledgee to deem that the capability of the Pledgors of performing the obligations herein has been impacted;

7.1.12 The Pledgors default for the reason of violation of the obligations of act or omission under other terms herein;

7.1.13 The Pledgors forgo the Shares or transfer or assign the Shares without prior written consent of the Pledgee, except as provided in the Exclusive Call Option Agreement; or

7.1.14 Other circumstances whereby the Pledgors are incapable of exercising the right to dispose of the Pledge in accordance with the related laws.

7.2 The Pledgors shall give written notice to the Pledgee if the Pledgors are aware of or find that any event under Article 7.1 herein or any events that may result in the foregoing events have happened.

7.3 Unless that the Event of Default specified in Article 7.1 has been resolved to the satisfaction of the Pledgee, the Pledgee is entitled to serve a Notice of Default to the Pledgor immediately following or any time after the occurrence of the Event of Default. This Notice will require the Pledgor and the Company to immediately perform its obligations under the Master Agreement or dispose of the Pledge Right in accordance with Article 8 hereof.

8. Exercise of the Pledge

8.1 In the event of occurrence of the Event of Default described in Article 8, the Pledgee shall give a Notice of Default to the Pledgor when exercising the Pledge Right.

8.2 Subject to Article 7.3, the Pledgee may exercise the right to dispose of the right of Pledge at any time when the Pledgee give notice of default in accordance with Article 7.3 or thereafter.

8.3 The Pledgee has the right to sell in accordance with legal procedure or dispose of in other ways legally allowed the Pledged Equity Interests hereunder. In addition, the Pledgee has the priority to receive the proceedings arising from selling at a discount, auction of, or selling off the equity interests pledged by the Pledgor to the Pledgee.

8.4 The Pledgors shall not hinder the Pledgee from disposing of the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee can realize the Pledge.

9.  Transfer of Agreement

9.1 The Pledgors shall not donate or transfer his rights and obligations herein without prior written consent from the Pledgee. In the event of the Pledgor died, the Pledgor agrees to transfer its rights and obligations hereunder to assignees designated by the Pledgee.

9.2. This Agreement shall be effective and binding upon the successors of each of the Pledgors and the Pledgee and the assigns as designated by the Pledgee.

9.3 The Pledgee may transfer or assign all or any of his rights and obligations under the Master Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Master Agreement, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment upon the request of the Pledgee.

9.4 With the change of pledgee due to the transfer, all the parties to the new pledge shall enter into a new pledge contract, which shall be substantially same to this Agreement in the content and to the satisfaction of the Pledgee.

10. Termination and Severability

10.1 This Agreement shall not be terminated until the full execution of the Option by the Pledgee and thereafter the Pledgee shall revoke or terminate this Agreement within the earliest reasonably possible time period.

10.2 If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

11. Costs and Other Expenses

All actual expenses related to the creation of the Equity Pledge under this Agreement, including but not limited to the taxes and all fees shall be assumed by the Parties respectively.

12.  Force Majeure

12.1 The event of force majeure refers to any event that the Pledgors and the Pledgee cannot reasonably foresee at the time of conclusion of this Agreement, and the consequences of which are neither avoidable nor conquerable, including without limitation, any action or inaction by the government or the armed forces, natural phenomena, earthquake, fire, water flood, riot or war. However, lack of financing and funds shall not be seen as events that cannot be controlled by either party.

12.2 In the event that the performance of this Agreement is delayed or interrupted due to the said Force Majeure Event, the affected Party shall be excused from any liability to the extent of the delayed or interrupted performance. The affected Party which intends to seek exemption from its obligations of performance under this Agreement or any provision of this Agreement shall inform the other Party of such a Force

Majeure Event in ten (10) days from the event taking place and the measures it needs to take in order to complete its performance.

13. Governing law and Dispute Resolution

13.1 The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.2 The Parties shall strive to settle any dispute arising from or in connection with this Agreement through amicable consultation.  In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The language of arbitration shall be in Chinese. The arbitration award shall be final and binding upon all the Parties.

14. Notices

14.1 Unless otherwise designated in advance by the other party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mail, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

If to the Pledgee: Beijing Wowo Shijie Information Technology Co., Ltd.

Address: Room 107, First Floor, South side of No.27 building, Zaoying Beili, Chaoyang District, Beijing.

ZIP code: 100101

Contact person: Maodong Xu

If to the Pledgor: Maodong Xu

If to the Company: Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Address: Room 1808-183, 18th Floor, Information Tower, No.13 Linyin North Street, Pinggu District, Beijing,

ZIP code: 101299

Contact person: Tiezheng Liu

14.2Notices and correspondences shall be deemed to have been effectively delivered:

14.2.1at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which

case the date of receipt shall be deemed to be the following business day;

14.2.2on the date that the receiving party signs for the document, if delivered in person (including express mail);

14.2.3on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

14.2.4on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

15. Confidentiality

15.1 Either party shall be obliged to keep in strict confidence the commercial secrets and proprietary information of the other Party acquired during the performance of this Agreement, the Customer Information jointly owned by both Parties and any unpublished information of the other Party (collectively, the “Confidential Information”), except for information: (a) is obtained legally by the receiving party before the disclosing party has disclosed it which has written proof; (b) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (c) is obtained by receiving party from the third party who has not obliged to keep in confidence.

15.2 If any party requires disclose the materials regarding the transaction contemplated hereunder to its legal counsels or financial advisors, these parties shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement.

15.3 Notwithstanding any other provisions herein, the validity of this Article shall survive the suspension or termination of this Agreement.

16. Miscellaneous

16.1 This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by parties hereto.

16.2 This Agreement shall be made in Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail. This Agreement is made in 6 originals, including one (1) original copy to be held by Pledgee, two (2) by Pledgors, one (1) to be submitted to the company. Other originals

of this Agreement shall be used in relation to conducting necessary registration procedures.

(Remainder of this page intentionally left blank.)

IN WITNESS HEREOF, the Parties have caused this Amended and Restated Equity Pledge Agreement to be executed on the date and at the place first above written.

Party A: Beijing Wowo Shijie Information Technology Co., Ltd.(Seal)
Authorized Representative (Signature):	/s/ Maodong Xu

Party B: Maodong Xu
Signature:	/s/ Maodong Xu

Party C: Beijing Wowo Shiji E-Commerce Co., Ltd.
Authorized Representative (Signature):	/s/ Hua Zhou

Party D: Beijing Kai Yi Shi Dai Network Technology Co., Ltd. (Seal)
Authorized Representative (Signature):	/s/ Hua Zhou

Schedule 1:

Register of Shareholders of Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Schedule 2:

Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Capital Contribution Certificate

(No.: 001)

Beijing Kai Yi Shi Dai Network Technology Co., Ltd.

Capital Contribution Certificate

(No.: 002)

EX-10.10

Exhibit 10.10

Power of Attorney

I, Maodong Xu, a citizen of the People’s Republic of China (the “PRC”) with ID No. of [ ], shareholder of Beijing Wowo Tuan Information Technology Co., Ltd. (“Wowo Tuan”) who holds a 95% equity interest (“the Shareholding”) in Wowo Tuan., hereby irrevocably authorize Beijing Wowo Shijie Information Technology Co., Ltd. (“WFOE”) with the following powers and rights during the period of validity of this Power of Attorney:

The WFOE is hereby authorized to act on my behalf as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation the right to: (1) call the shareholder’s meeting, accept the notice regarding the shareholder’s meeting and its discussion procedures, attend the shareholder’s meeting and execute all the shareholder resolutions represented by its equity interest; (2) exercise all the shareholder’s rights under the laws of China and Articles of Association of Wowo Tuan, including but not limited to shareholder’s voting rights, the sale or transfer or pledge or disposition of the Shareholding in part or in whole; and (3) elect, designate and appoint on behalf of myself the legal representative, the director, the supervisor, general manager, financial controller and other senior management members of Wowo Tuan.

The WFOE shall have the power and authority under this Power of Attorney to execute any transfer agreement stipulated in the Amended and Restated Exclusive Call Option Agreement to which the undersigned will be a party, and to perform the Amended and Restated Equity Pledge Agreement, the Amended and Restated Exclusive Consulting and Service Agreement and the Amended and Restated Exclusive Call Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

Unless otherwise provided under this Power of Attorney, all the actions associated with the Shareholding conducted by the WFOE can be in accordance with its own judgment and without any oral or written instruction from the undersigned.

All the actions associated with the Shareholding made by the WFOE shall be deemed as the action of the undersigned, and all documents relating to the Shareholding executed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to the undersigned or obtaining the consent of the undersigned, but the WFOE

shall immediately inform the undersigned afterwards. Exercise of such right shall not damage the rights and interests of the undersigned.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, for as long as the undersigned is a shareholder of Wowo Tuan.

During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to the WFOE and will not exercise any such right by itself.

This Power of attorney is written by Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail.

By:	/s/ Maodong Xu
Dated: August 6th, 2014

Power of Attorney

I, Hanyu Liu, a citizen of the People’s Republic of China (the “PRC”) with ID No. of [   ], a shareholder of Beijing Wowo Tuan Information Technology Co., Ltd. (“Wowo Tuan”) who holds a 5% equity interest (“the Shareholding”)  in Wowo Tuan, hereby irrevocably authorize Beijing Wowo Shijie Information Technology Co., Ltd. (“WFOE”) with the following powers and rights during the period of validity of this Power of Attorney:

The WFOE is hereby authorized to act on my behalf as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation the right to: (1) call the shareholder’s meeting, accept the notice regarding the shareholder’s meeting and its discussion procedures, attend the shareholder’s meeting and execute all the shareholder resolutions represented by its equity interest; (2) exercise all the shareholder’s rights under the laws of China and Articles of Association of Wowo Tuan, including but not limited to shareholder’s voting rights, the sale or transfer or pledge or disposition of the Shareholding in part or in whole; and (3) elect, designate and appoint on behalf of myself the legal representative, the director, the supervisor, general manager, financial controller and other senior management members of Wowo Tuan.

The WFOE shall have the power and authority under this Power of Attorney to execute any transfer agreement stipulated in the Amended and Restated Exclusive Call Option Agreement to which the undersigned will be a party, and to perform the Amended and Restated Equity Pledge Agreement, the Amended and Restated Exclusive Consulting and Service Agreement and the Amended and Restated Exclusive Call Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

Unless otherwise provided under this Power of Attorney, all the actions associated with the Shareholding conducted by the WFOE can be in accordance with its own judgment and without any oral or written instruction from the undersigned.

All the actions associated with the Shareholding made by the WFOE shall be deemed as the action of the undersigned, and all documents relating to the Shareholding executed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to the undersigned or obtaining the consent of the undersigned, but the WFOE

shall immediately inform the undersigned afterwards. Exercise of such right shall not damage the rights and interests of the undersigned.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, for as long as the undersigned is a shareholder of Wowo Tuan.

During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to the WFOE and will not exercise any such right by itself.

This Power of attorney is written by Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail.

By:	/s/ Hanyu Liu
Dated: August 6th, 2014

EX-10.11

Exhibit 10.11

Power of Attorney

I, Maodong Xu, a citizen of the People’s Republic of China (the “PRC”) with ID No. of [   ], shareholder of Beijing Kai Yi Shi Dai Network Technology Co., Ltd. (“Kai Yi Shi Dai”) who holds a 60% equity interest (“the Shareholding”) in Kai Yi Shi Dai, hereby irrevocably authorize Beijing Wowo Shijie Information Technology Co., Ltd. (“WFOE”) with the following powers and rights during the period of validity of this Power of Attorney:

The WFOE is hereby authorized to act on my behalf as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation the right to: (1) call the shareholder’s meeting, accept the notice regarding the shareholder’s meeting and its discussion procedures, attend the shareholder’s meeting and execute all the shareholder resolutions represented by its equity interest; (2) exercise all the shareholder’s rights under the laws of China and Articles of Association of Kai Yi Shi Dai, including but not limited to shareholder’s voting rights, the sale or transfer or pledge or disposition of the Shareholding in part or in whole; and (3) elect, designate and appoint on behalf of myself the legal representative, the director, the supervisor, general manager, financial controller and other senior management members of Kai Yi Shi Dai.

The WFOE shall have the power and authority under this Power of Attorney to execute any transfer agreement stipulated in the Amended and Restated Exclusive Call Option Agreement to which the undersigned will be a party, and to perform the Amended and Restated Equity Pledge Agreement, the Amended and Restated Exclusive Consulting and Service Agreement and the Amended and Restated Exclusive Call Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

Unless otherwise provided under this Power of Attorney, all the actions associated with the Shareholding conducted by the WFOE can be in accordance with its own judgment and without any oral or written instruction from the undersigned.

All the actions associated with the Shareholding made by the WFOE shall be deemed as the action of the undersigned, and all documents relating to the Shareholding executed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to the undersigned or obtaining the consent of the undersigned, but the WFOE

shall immediately inform the undersigned afterwards. Exercise of such right shall not damage the rights and interests of the undersigned.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, for as long as the undersigned is a shareholder of Kai Yi Shi Dai.

During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to the WFOE and will not exercise any such right by itself.

This Power of attorney is written by Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail.

By:	/s/ Maodong Xu
Dated: August 6th, 2014

Power of Attorney

The undersigned, Beijing Wowo Shiji E-Commerce Co., Ltd., shareholder of Beijing Kai Yi Shi Dai Network Technology Co., Ltd. (“Kai Yi Shi Dai”), which holds a 40% equity interest (“the Shareholding”) in Kai Yi Shi Dai, hereby irrevocably authorize Beijing Wowo Shijie Information Technology Co., Ltd. (“WFOE”) with the following powers and rights during the period of validity of this Power of Attorney:

The WFOE is hereby authorized to act on its behalf as its exclusive agent and attorney with respect to all matters concerning the Shareholding, including without limitation the right to: (1) call the shareholder’s meeting, accept the notice regarding the shareholder’s meeting and its discussion procedures, attend the shareholder’s meeting and execute all the shareholder resolutions represented by its equity interest; (2) exercise all the shareholder’s rights under the laws of China and Articles of Association of Kai Yi Shi Dai, including but not limited to shareholder’s voting rights, the sale or transfer or pledge or disposition of the Shareholding in part or in whole; and (3) elect, designate and appoint the legal representative, the director, the supervisor, general manager, financial controller and other senior management members of Kai Yi Shi Dai on behalf of it.

The WFOE shall have the power and authority under this Power of Attorney to execute any transfer agreement stipulated in the Amended and Restated Exclusive Call Option Agreement to which the undersigned will be a party, and to perform the Amended and Restated Equity Pledge Agreement, the Amended and Restated Exclusive Consulting and Service Agreement and the Amended and Restated Exclusive Call Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

Unless otherwise provided under this Power of Attorney, all the actions associated with the Shareholding conducted by the WFOE can be in accordance with its own judgment and without any oral or written instruction from the undersigned.

All the actions associated with the Shareholding made by the WFOE shall be deemed as the action of the undersigned, and all documents relating to the Shareholding executed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

The WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to the undersigned or obtaining the consent of the undersigned, but the WFOE

shall immediately inform the undersigned afterwards. Exercise of such right shall not damage the rights and interests of the undersigned.

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, for as long as the undersigned is a shareholder of Kai Yi Shi Dai.

During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to the WFOE and will not exercise any such right by itself.

This Power of attorney is written by Chinese with an English translation. In the event of any discrepancy between the two versions, the Chinese version shall prevail.

By:	/s/ Hua Zhou
Beijing Wowo Shiji E-Commerce Co., Ltd. (seal)
Dated: August 6th, 2014

EX-10.12

Exhibit 10.12

EXECUTION

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2012 by and among:

1.Wowo Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”);

2.Wowo Group Limited, a company organized and existing under the laws of the British Virgin Islands (the “BVI Co.”);

3.Wowo Holding Limited, a company organized and existing under the laws of Hong Kong (the “HK Co.”);

4.Beijing Wowo Shi Jie Information Technology Co., Ltd. (北京窝窝世界信息技术有限公司), a limited liability company organized and existing under the laws of the PRC，as the wholly-owned subsidiary of the HK Co. (the “WFOE”);

5.Beijing Wowo Tuan Information Technology Co., Ltd. (北京窝窝团信息技术有限公司), a limited liability company organized and existing under the laws of the PRC (the “Wowo Tuan”);

6.Beijing Kai Yi Shi Dai Network Technology Co., Ltd. (北京恺翼时代网络技术有限公司), a limited liability company organized and existing under the laws of the PRC (the “Kai Yi Shi Dai” );

7.Beijing Wowo Shi Ji E-Commerce Co., Ltd. (北京窝窝世纪电子商务有限公司), a limited liability company organized and existing under the laws of the PRC (the “Wowo Shi Ji” );

8.Each of the individuals and/or their holding companies listed on Schedule A attached hereto (each such individual, a “Founder”, and collectively, the “Founders”; each such holding company, a “Founder Holding Company”, and collectively, the “Founder Holding Companies”);

9.The entities and persons and/or their holding companies as set forth in Schedule B attached hereto (each, a “Non-Management Ordinary Shareholder”, and collectively, the “Non-Management Ordinary Shareholders”);

10.The entities as set forth in Schedule C attached hereto (each, a “Series A-1 Investor”, and collectively, the “Series A-1 Investors”);

11.The entities and persons as set forth in Schedule D attached hereto (each, a “Series A-2 Investor”, and collectively, the “Series A-2 Investors”);

12.The entities and persons as set forth in Schedule E attached hereto (each, a “Series B Investor”, and collectively, the “Series B Investors”).

A Board meeting is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than three (3) directors, which shall include the CDH Director. Notwithstanding the foregoing, if within three (3) hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place and, if at the adjourned meeting a quorum is not present within three (3) hours from the time appointed for the meeting, any three (3) directors present shall be a quorum.

1.3.Compensation Committee, and Audit Committee.    The Company shall set up a compensation committee (the “Compensation Committee”), and an audit committee (the “Audit Committee”) (collectively, the “Committees”) at the time determined by the Board (including the affirmative vote of the CDH Director).   The Compensation Committee shall be responsible for evaluating, recommending to the Board for action and administering all matters related to the Company’s annual compensation and/or bonus plan, share option plan, and employee related compensation matters.  The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company.

1.4.Observer Rights.      If at any time Zero2IPO China Fund II L.P. or Lin Xiangqing is not entitled to appoint a director to the Company’s Board, each of Zero2IPO China Fund II L.P. and Lin Xiangqing is entitled to appoint a representative to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets, or a conflict of interest, or if such shareholder or its representatives is a competitor of the Company.

2.REGISTRATION RIGHTS.

2.1.Applicability of Rights.    The Holders (as defined below) shall be entitled to the following rights with respect to any proposed public offering of the Company’s Ordinary Shares in the United States and shall be entitled to reasonably equivalent or analogous rights with respect to any other offering of the Company’s securities in Hong Kong or any other jurisdiction in which the Company undertakes to publicly offer or list such securities for trading on a recognized securities exchange.

2.2.Definitions.For purposes of this Section 2:

(a)Registration.    The terms “register,” “registered,” and “registration” refer to a registration effected by filing a registration statement which is in a form which complies with, and is declared effective by the SEC (as defined below) in accordance with, the Securities Act.

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(b)Registrable Securities.    The term “Registrable Securities” means: (1) any Ordinary Shares of the Company issued or issuable pursuant to conversion of any Preferred Shares, (2) any Ordinary Shares issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, (3) any other Ordinary Shares of the Company owned or hereafter acquired by the holder(s) of Preferred Shares.    Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Section 2 are not validly assigned in accordance with this Agreement, and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

(c)Registrable Securities Then Outstanding.     The number of shares of “Registrable Securities then Outstanding” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding, or issuable upon conversion or exercise of any warrant, right or other security then outstanding.

(d)Holder.    For purposes of this Section 2, the term “Holder” means any person owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.

(e)Form F-3.    The term “Form F-3” means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f)SEC.   The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.

(g)Registration Expenses.    The term “Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 2.3, 2.4 and 2.5 hereof, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel for all the Holders, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(h)Selling Expenses.   The term “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to Sections 2.3, 2.4 and 2.5 hereof.

(i)Exchange Act.  The term “Exchange Act”  shall mean the Securities Exchange Act of 1934, as amended, and any successor statute.

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2.3.Demand Registration.

(a)Request by Holders.   If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified IPO, receive a written request from the Holders of at least 20% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a).    The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3.   For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

(b) Underwriting.    If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice.    In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein.    All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company.    Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable

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Securities then outstanding held by each such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included.    If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement.   Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)Deferral.    Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2.3, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period;  provided further, that the Company shall not register any other of its shares during such twelve (12) month period.    A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

2.4.Piggyback Registrations.

(a)The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate reorganization), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder.    Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement.   If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b)Underwriting.   If a registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities.   In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this

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Section 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.    All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.   Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each Holder requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded.   If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement.   Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)Not Demand Registration.     Registration pursuant to this Section 2.4 shall not be deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.4.

2.5.Form F-3.    In case the Company shall receive from any Holder or Holders of 20% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a)Notice.      Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b)Registration.    As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by Section 2.5(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.5:

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(i) if Form F-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$ 500,000 ;

(iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.5; provided that the Company shall not register any of its other shares during such ninety (90) day period;

(iv) if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Sections 2.3(b) and 2.4(a); or

(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Subject to the foregoing, the Company shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

(c)Not Demand Registration.    Form F-3 registrations shall not be deemed to be demand registrations as described in Section 2.3 above.    Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.5.

(d)Underwriting.      If the Holders of Registrable Securities requesting registration under this Section 2.5 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Section 2.3(b) shall apply to such registration.

2.6.Expenses.   All Registration Expenses incurred in connection with any registration pursuant to Sections 2.3, 2.4 or 2.5 (but excluding Selling Expenses) shall be borne by the Company.    Each Holder participating in a registration pursuant to Sections 2.3, 2.4 or 2.5 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders.    Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.3 if the registration

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request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.3; provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 2.3.

2.7.Obligations of the Company.     Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a)Registration Statement.   Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or, in the case of Registrable Securities registered under Form F-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities on Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b)Amendments and Supplements.    Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)Prospectuses.    Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d)Blue Sky.    Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

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(e)Underwriting.     In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering.   Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f)Notification.    Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g)Opinion and Comfort Letter.    Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

2.8.Furnish Information.     It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2.3, 2.4 or 2.5 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities.

2.9.Indemnification.    In the event any Registrable Securities are included in a registration statement under Sections 2.3, 2.4 or 2.5:

(a)By the Company.     To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its partners, officers, directors, legal counsel, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act, or other United States federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

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(i)   any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(ii)   the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any United States federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as such expenses are incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, legal counsel, underwriter or controlling person of such Holder.

(b)By Selling Holders.   To the extent permitted by law, each selling Holder will, if Registrable Securities held by Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, officers, legal counsel or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and

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provided, further, that in no event shall any indemnity under this Section 2.9(b) exceed the net proceeds received by such Holder in the registered offering out of which the applicable Violation arises.

(c)Notice.    Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding.    The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 2.9 to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.9.

(d)Contribution.   In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this Section 2.9; then, and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder (together with its related persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion.   The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case: (A) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

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(e)Survival; Consents to Judgments and Settlements.    The obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes.    No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

2.10.Termination of the Company’s Obligations.    The Company shall have no obligations pursuant to Sections 2.3, 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Sections 2.3, 2.4 or 2.5 after the second (2nd) anniversary of the Qualified IPO, or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold without registration in any ninety (90) day period pursuant to Rule 144 promulgated under the Securities Act.

2.11.No Registration Rights to Third Parties.   Without the prior written consent of the holder(s) of at least sixty percent (60%) of the Preferred Shares then outstanding (calculated on an as-converted basis), the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

2.12.Rule 144 Reporting.    With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form F-3, after such time as a public market exists for the Ordinary Shares, the Company agrees to:

(a)Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b)File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c)So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may

14

reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3.

2.13.Market Stand-Off.    Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters.     The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period.  The foregoing provision of this Section 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.13.

3.RIGHT OF PARTICIPATION.

3.1.General.      Each holder of Preferred Shares or their permitted transferees to which rights under this Section 3 have been duly assigned in accordance with Section 5 (hereinafter referred to as a “Participation Rights Holder”) shall have the right of first refusal to purchase such Participation Rights Holder’s Pro Rata Share (as defined below), of all (or any part) of any New Securities (as defined in Section 3.3) that the Company may from time to time issue after the date of this Agreement (the “Right of Participation”).

3.2.Pro Rata Share.    A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares held by all of the Participation Rights Holders (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

3.3.New Securities.    “New Securities” shall mean any Preferred Shares, Ordinary Shares or other voting shares of the Company and rights, options or warrants to purchase such Preferred Shares, Ordinary Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other voting shares, provided, however, that the term “New Securities” shall not include:

(a)any Ordinary Shares (and/or options or warrants therefor) issued to employees, officers, directors, contractors, advisors or consultants of the Company pursuant to the Company’s employee share option plans approved by the Board of the Company;

15

8.13.Further Actions.    Each shareholder of the Company agrees that it shall use its best effort to enhance and increase the value and principal business of the Company.

— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

WOWO LIMITED
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Director
WOWO GROUP LIMITED
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Director
WOWO HOLDING LIMITED
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Beijing Wowo Shi Jie Information Technology Co., Ltd.
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Legal Representative
Beijing Wowo Tuan Information Technology Co., Ltd.
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Legal Representative
Beijing Kai Yi Shi Dai Network Technology Co., Ltd.
By:	/s/ Tianqing Xu
Name: Xu Tianqing
Title: Legal Representative
Beijing Wowo Shi Ji E-Commerce Co., Ltd.
By:	/s/ Tianqing Xu
Name: Xu Tianqing
Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

NEW FIELD WORLDWIDE LTD
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Director
Link Crossing Limited
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Director
Milky Way Development Limited
By:	/s/ Maodong Xu
Name: Xu Maodong
Title: Director
Jade Investment Ventures Limited
By:	/s/ Jiangguan Wu
Name: Wu Jianguan
Title: Director
Mountain Peak Enterprises Limited
By:	/s/ Mingdong Wu
Name: Wu Mingdong
Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Social Live Holdings Limited
By:	/s/ Chen Yan
Name: Chen Yan
Title: Director
Fortune Plus Worldwide Investments Limited
By:	/s/ Wei Jinghan
Name: Wei Jinghan
Title: Director
River Finance Ltd
By:	/s/ Liu Hanyu
Name: Liu Hanyu
Title: Director
Wealthland Holdings Group Limited
By:	/s/ Zhang Dong
Name: Zhang Dong
Title: Director
Songlan Ltd
By:	/s/ Wang Yunming
Name: Wang Yunming
Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Conmigo Ltd
By:	/s/ Liu Chuanjun
Name: Liu Chuanjun
Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

/s/ Xu Maodong	/s/ Wu Jianguang
Xu Maodong	Wu Jianguang
/s/ Wu Mingdong	/s/ Chen Yan
Wu Mingdong	Chen Yan
/s/ Wei Jinghan	/s/ Liu Hanyu
Wei Jinghan	Liu Hanyu
/s/ Wang Yunming	/s/ Liu Chuanjun
Wang Yunming	Liu Chuanjun
/s/ Chen Zhong	/s/ Lin Pingping
Chen Zhong	Lin Pingping
/s/ Pan Guozhang	/s/ Zhang Dong
Pan Guozhang	Zhang Dong

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

/s/ Lv Yonghong	/s/ Hu Xiaoyong
Lv Yonghong	Hu Xiaoyong
/s/ Yang Guang	/s/ Jiang Yuedong
Yang Guang	Jiang Yuedong
/s/ Zhang Yongming
Zhang Yongming

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

NEO Power Ltd
By:	/s/ Lv Yonghong
Name: Lv Yonghong Title: Director
FUDE Investments Ltd
By:	/s/ Hu Xiaoyong
Name: Hu Xiaoyong Title: Director
Jade Investments Overseas Limited
By:	/s/ Yang Guang
Name: Yang Guang Title: Director
OneNorth Holdings Limited
By:	/s/ Jiang Yuedong
Name: Jiang Yuedong
Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GOLDEN BRIGHT GLOBAL INVESTMENT HOLDINGS LIMITED
By:	/s/ Sharon Wei
Name:	Sharon Wei
Title:	Director
CHIA TAI XING YE INDUSTRIAL DEVELOPMENT LIMITED
By:	/s/ Lin Zhenxi
Name:	Lin Zhenxi
Title:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CDH Barley Limited
By:	/s/ Chen Wenjiang
Name:	Chen Wenjiang
Title:	Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ZER02IPO CHINA FUND II L.P.
By:	/s/ Chung Wai Chi, Danny
Name:	Chung Wai Chi, Danny
Title:	Managing Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Besto Holdings Limited
By:	/s/ Xiao Weihong
Name:	Xiao Weihong
Title:
Tianyou Investment Limited
By:	/s/ Zhang Yongming
Name:	Zhang Yongming
Title:
/s/ Lin Xiangqing
Lin Xiangqing
/s/ David Tse Young Chou
David Tse Young Chou
Blue Ivy Holdings Limited
By:	/s/ Han Yu chen
Name:	Han Yu chen Title:
Title:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

EX-10.13

Exhibit 10.13

CONFIDENTIAL

Date: October 20, 2014

WORKING CAPITAL PROVISION AGREEMENT

Between

MAODONG XU

and

WOWO LIMITED

This Agreement (this “Agreement”) is signed as of this 20th day of October, 2014 by and between:

(1)Maodong Xu;

(2)WOWO LIMITED, a limited liability company incorporated under the laws of Cayman Islands, with its registered address at SCOTIA CENTRE, 4TH FLOOR, P.O. BOX 2804, GEORGE TOWN, GRAND CAYMAN KY1-1112, CAYMAN ISLANDS (hereinafter referred to as the “Company”);

Maodong Xu and WOWO LIMITED shall hereinafter be collectively referred to as the “Parties” and individually referred to as one “Party”.

Whereas,

(1)Maodong Xu is the shareholder of the Company and holds the maximum equity interests of the Company;

(2)Maodong Xu agrees to provide funds necessary for the Company’s sustainable operation;

(3)The Company agrees to accept the funds provided by Maodong Xu for the purpose of its sustainable operation.

Therefore, the following terms and conditions are hereby agreed in relation to Maodong Xu’s provision of funds necessary for the Company’s sustainable operation:

1.DEFINITION

1.1Unless otherwise interpreted herein, the following terms shall have the following meanings in this Agreement.

1.1.1This “Agreement” means this Agreement.

1.1.2“Working days” refer to those days other than the legal holidays and public holidays.

1.1.3“China” refers to the People’s Republic of China.

2.FUNDS PROVISION

2.1If the capital of each of the Company and its subsidiaries, variable interest entities and the subsidiaries of such variable interest entities could not meet its sustainable operation, Maodong Xu willll provide the Company the funds necessary for its sustainable operation.

2.2The funds shall be provided in cash by Maodong Xu and shall constitute the equity investment to the Company.

1

2.3The term of Funds provision is from the date of this Agreement to December 31, 2015.

3.GUARANTEE

3.1Maodong Xu agrees to provide the following assets to guaranty the funds provision obligation under Clause 2 hereof:

3.1.1The 18.39% equity interests in EGLS Technology (Beijing) Co., Ltd. held by Maodong Xu through Rizhao Ginkgo Tree Business Information Consulting Center (日照银杏树商务信息咨询中心);

Note: Dragon Pipe, an A-share listed company (code: 002619) acquired 100% equity of EGLS Technology (Beijing) Co., Ltd. at the purchase price of RMB  3,010,000,000 Yuan;

3.1.2The use right of 39,960 square meters land held by Maodong Xu in Rizhao, Shandong province through Rizhao Xinghe Investment and Development Co., Ltd. (日照星河投资开发有限公司).

3.2If Maodong Xu refuses to perform his obligation hereunder, the Company shall have the right to exercise its guarantee rights over the assets provided hereunder.

4.CONFIDENTIALITY

4.1Any Party shall not (i) disclose to any third party the confidential information of the other Party obtained through this Agreement; (ii) make profits with the confidential information hereof.

4.2The Parties acknowledge and confirm that (i) any oral or written information exchanged by the Parties in connection with this Agreement are confidential information; (ii) due to this Agreement and the arrangement hereunder, the Parties are likely to obtain or access the confidential information of the other Party. The Parties shall keep confidential of all information, and without written consent from the other Party, any Party shall not disclose to any third party any relevant information, except for the following information: (a) the information known or to be known by the public (not for the unauthorized disclosure to the public by the Party receiving the information); (b) the information disclosed as requested by applicable laws or regulations; or (c) any information needed to be disclosed by any Party to its legal or financial consultants in connection with the contemplated transaction hereunder provided that such legal or financial consultants comply with the confidentiality obligations similar with this provision. If any working personnel of or institutions engaged by any Party make a disclosure of any confidential information, it shall be deemed as a disclosure made by such Party and such Party shall undertake the breach liabilities pursuant to this Agreement. This provision shall survive after this Agreement is terminated for whatever reasons.

2

5.BREACH

5.1The Parties shall strictly abide by the provisions hereof. In the event of any breach by one Party, the non-breaching Party shall issue a notice to request the breaching Party to rectify the breach within 30 days since its discovery of the breach and the breaching Party shall rectify the breach within 30 days upon the receipt of the notice. If the breaching Party refuses to rectify the breach, it shall be deemed as a material breach.

5.2Where Maodong Xu breaches and refuses to rectify such breach, the Company shall have the right to request him to pay 30% of the difference between the estimated working capital needed for the Company’s sustainable operation less the working capital paid by Maodong Xu during the term hereof as the liquidated damage.

6.GOVERNING LAW AND DISPUTE SETTLEMENT

6.1This Agreement shall be governed by and construed according to the laws of the People’s Republic of China.

6.2Any dispute arising out of the interpretation and performance of this Agreement shall be first resolved by the Parties through friendly negotiation. If any dispute is not resolved within 30 days after one Party issues a written notice to the other Party requesting negotiation, any Party could submit the dispute to Beijing Arbitration Commission for arbitration according to its arbitration rules then effective. The arbitration shall take place in Beijing and the arbitration language shall be Chinese. The arbitration award shall be final and binding to both Parties.

7.MISCELLANEOUS.

7.1If any one or more provisions hereof are determined as invalid, illegal or unenforceable in any aspect under any law or regulation, the validity, legality and enforceability of the remaining provisions shall not be thus affected or impaired in any aspect. The Parties shall, through the negotiation in good faith, replace those invalid, illegal or unenforceable provisions with valid provisions to the greatest extent permitted by laws and expected by the Parties, the economic effect of which shall be substantially identical to that produced by those invalid, illegal or unenforceable provisions.

7.2The Parties may modify and supplement this Agreement in writing. Any modification and/or supplemental agreement made by the Parties to this Agreement shall be an inseparable part of this Agreement and shall have the same legal effect with this Agreement.

3

7.3All titles and headings used herein are only for reference convenience, and shall not be used to construe or interpret this Agreement. Unless otherwise referred to, the sections referred to herein shall mean the relevant sections of this Agreement.

[The Below is Intentionally Left Blank.]

4

[Signature Page]

IN WITNESS WHEREOF, the Parties to this Agreement have executed this Agreement as of the date first written above.

MAODONG XU	COMPANY
Maodong Xu	WOWO LIMITED
By:	By:
	Name: Maodong Xu
	Title: Director

EX-10.14

Exhibit 10.14

Debt-to-Equity Conversion Agreement

Party A: Xu, Maodong

ID Card No.:

Address:

Party B: WOWO Limited

Registered Address:

Authorized Representative: Xu, Maodong

Whereas,

1.Party B is a limited liability company incorporated and legally existing under the laws of Cayman Islands. Party B proposes to initiate an initial public offering of shares (“IPO”) on Nasdaq Global Market;

2.To the date of this Agreement, Party A has granted to Party B interest-free loans of RMB 323,918,000 and US$ 250,000 in total. Moreover, Party A and Party B expect that, for the purpose of facilitating Party B’s business development, Party A will continue to grant interest-free loans to Party B according to the operation needs of Party B for working capital from the date of this Agreement till the consummation of IPO (the granted loans and the loans to be granted after the date hereof shall be collectively referred to as “Debts”);

3.Party A and Party B agree that Party A may convert the Debts over Party B into the equity interest, i.e. Party B shall issue Party A a certain number of shares with the aggregate value equivalent to the Debts upon the IPO, and Party A shall hold the equity interests of Party B.

4.Party B has approved to convert the Debts owed by it to Party A into equity via shareholders resolution.

Therefore, through friendly negotiation, Party A and Party B hereby reach the following agreement on the debt-to-equity conversion, which shall be abided by both Parties.

I.Party A and Party B shall jointly confirm the total amount of the Debts owed by Party B to Party A in writing on the IPO date.

II.Party A agrees to convert the Debts owed to it by Party B into share equity upon the IPO of Party B, and the number of shares corresponding to the Debts shall be calculated at the issuing price of per share on the IPO date. The specific number of shares will be calculated and confirmed by the Parties on the date of the consummation of IPO.

III.In consideration of the debt-to-equity conversion, the loans owed by Party B to Party A shall be settled upon issuance of shares by Party B to Party A as set forth in Article I.

IV.Breach: Party B shall issue Party A that number of shares for debt-to-equity conversion on the date of the consummation of IPO. Otherwise, Party A shall have the right to unilaterally terminate this Agreement and request Party B to repay all owed loans within the time limit notified by Party A according to the relevant loan contracts.

V.Any matters uncovered by this Agreement shall be determined separately by the Parties through negotiation.

VI.This Agreement shall come into force upon signed and affixed the official chop by both Party A and Party B.

VII.This Agreement shall be made in four (4) copies with each Party holding two (2). All copies shall have the same legal effect.

Party A: Xu Maodong		Party B: WOWO Limited
Signed by:	/s/ Xu Maodong	Signed by:	/s/ Xu Maodong
		Representative: Xu Maodong
Date: September 19, 2014

EX-21.1

Exhibit 21.1

List of Principal Subsidiaries and Consolidated Variable Interest Entities of Wowo Limited

Subsidiaries	Place of Incorporation
Wowo Group Limited	British Virgin Islands
Wowo Mall (China) Limited	Hong Kong
Beijing Wowo Shijie Information Technology Co., Ltd.	PRC
Consolidated Variable Interest Entities
Beijing Kai Yi Shi Dai Network Technology Co., Ltd.	PRC
Beijing Wowo Tuan Information Technology Co., Ltd.	PRC
Changzhou Wowo Tuan Information Technology Co., Ltd.	PRC
Wuxi Yuzhong Internet Technology Co., Ltd.	PRC
Jilin Wowo Tuan Information Technology Co., Ltd.	PRC
Shandong Wowo Mall Information Technology Co., Ltd.	PRC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated August 8, 2014 relating to the consolidated financial statements of Wowo Limited, its subsidiaries, its variable interest entities (“VIEs”), and its VIEs’ subsidiaries as of and for the years ended December 31, 2012 and 2013, and the related financial statement schedule (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the ability to continue as a going concern) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Deloitte Touche Tohmatsu Certified Public Accountants LLP

Beijing, the People’s Republic of China

January 9, 2015

EX-23.5

Exhibit 23.5

Consent of iResearch Consulting Group

December 3, 2014

Wowo Limited

Third Floor, Chuangxin Building

No. 18 Xinxi Road, Haidian District, Beijing

People’s Republic of China

Ladies and Gentlemen:

iResearch Consulting Group hereby consent to references to their name in the registration statement on Form F-1 (together with any amendments thereto, the “Registration Statement”) in relation to the initial public offering of Wowo Limited (the “Company”) to be filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, and any other future filings with the SEC, including filings on Form 20-F or Form 6-K or other SEC filings (collectively, the “SEC Filings”).

iResearch Consulting Group further consent to inclusion of information, data and statements from the report entitled “2014 China Comprehensive Local Lifestyle E-Commerce Report” (the “Report”) in the Company’s Registration Statement and the SEC Filings, and citation of the Report in the Company’s Registration Statement and the SEC Filings.

iResearch Consulting Group also hereby consent to the filing of this letter as an exhibit to the Registration Statement.

Yours faithfully
For and on behalf of
iResearch Consulting Group (seal)
Name:	/s/ Shan He
Title:	Senior Account Manager

EX-99.3

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Exhibit 99.3

Confidentially Submitted with the Securities and Exchange Commission on August 8, 2011

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wowo Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) 7379
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Building No. 9, 1 Nongdananlu
Haidian District, Beijing, 100029
People's Republic of China
(8610) 6266 8858
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

[Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474]
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong (852) 2514-7600	James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong (852) 2533-3368

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(3)	Amount of registration fee
Ordinary Shares, par value US$            per ordinary share(1)(2)	US$	US$

(1)

Includes            ordinary shares that may be purchased by the underwriters to cover over-allotments, if any. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(2)

American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-          ). Each American depositary share represents            ordinary shares.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated

P R O S P E C T U S

Wowo Limited

                        American Depositary Shares
Representing        Ordinary Shares

        This is an initial public offering of American Depositary Shares, or ADSs, of Wowo Limited. We are offering            ADSs. Each ADS represents the right to receive                        ordinary shares, par value US$            per share.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We anticipate the initial public offering price per ADS will be between US$      and US$      . We have applied to have the ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 12.

Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds to Wowo Limited (before expenses)	US$	US$

        We have granted the underwriters a 30-day option to purchase up to an additional      ADSs to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

        The underwriters expect to deliver the ADSs to purchasers on or about            , 2011.

BofA Merrill Lynch UBS Investment Bank

The date of this prospectus is            , 2011.

TABLE OF CONTENT

	Page
Prospectus Summary	1
The Offering	8
Risk Factors	12
Special Note Regarding Forward-looking Statements	45
Use of Proceeds	46
Dividend Policy	47
Capitalization	48
Dilution	49
Enforcement of Civil Liabilities	51
Our History and Corporate Structure	52
Selected Consolidated Financial and Operating Data	56
Management's Discussion and Analysis of Financial Condition and Results of Operations	58
Unaudited Pro Forma Condensed Consolidated Financial Data	75
Our Business	87
Regulations	98
Management	105
Principal Shareholders	110
Related Party Transactions	112
Description of Share Capital	113
Description of American Depositary Shares	123
Shares Eligible for Future Sale	133
Taxation	135
Underwriting	142
Expenses Related to this Offering	150
Legal Matters	151
Experts	151
Where You Can Find More Information	152

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorized to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Through and including                    , 2011 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision.

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of our online platform, www.55tuan.com, and our consolidated affiliated entities' websites, or collectively, Wowo Tuan, and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011. According to web traffic data on Alexa.Chinaz.com, for the week ended on June 30, 2011, Wowo Tuan had more than one million daily unique IP address visits on average, ranking us among the top three pure group buying service providers in China.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, bakeries, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing, a guest electronic management system, or GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires.

        In addition, we have recently launched a separate website, www.jieshi.com, or Wowo Platform, which provides a group buying aggregate service to address a consumer need previously underserved by the typical group buying business model. Wowo Platform is an open platform through which group buying service providers, commissioned agents and local merchants may place their daily group buying deal offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals of life style products and services. On a typical day, there are over 22,000 group buying deals available on Wowo Platform. By the end of August 2011, we plan to launch a new location-based service application for

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mobile devices, or LBS, which enables consumers to search for group buying deals or promotional offers on Wowo Platform in their immediate proximity using the GPS function on their mobile devices.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 23 leading local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. As of June 30, 2011, we had 4.5 million subscribers at Wowo Tuan, and over one million daily unique IP address visits to our websites on average. For the three months ended June 30, 2011, we featured over 19,000 group buying deals on Wowo Tuan and approximately 3.8 million Wowo Coupons. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our gross profit is the portion of the revenues we retain after paying agreed upon fees to the featured merchant clients. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor).

Market Opportunity

        The rapid growth of the market for group buying deals is driven by consumers' demand for high-quality services at deep discounts and local merchants' demand for alternative ways of local advertising to reach their target potential customers without incurring significant costs. Especially in the service industry, where fixed costs such as rent and salaries constitute a substantial portion of the merchants' overall costs and expenses, selling unsold capacity through deeply discounted group buying deals on the Internet is a cost effective way for local merchants to reach their target potential customers. Based on a market research study by Analysys International commissioned by us, or the Analysys Report, the total potential transactional value of the group buying market in China will grow from RMB9.5 billion in 2011 to RMB54.0 billion in 2015, representing a compound annual growth rate of 54%.

        Group buying deals for goods and services are distributed and purchased by users on the Internet and mobile network. China has the largest Internet and mobile user populations in the world, with 457 million Internet users and 859 million mobile users at the end of 2010, according to the National Bureau of Statistics of China, and these user populations are expected to continue to grow. Increase in 3G penetration among mobile users will allow faster wireless Internet access on mobile devices. In addition, China has a diversified cultural base and each local region typically has its own preference for food, drink and activities, resulting in a large number of local merchants. Group buying deals are localized in nature and offers significant values to both local merchants and online consumers. Therefore, group buying business model is in a unique position to benefit from the growth in online population and the diversified cultural base in China.

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Superior User Experience and Strong Brand Recognition.    We believe that keeping our subscribers satisfied with our services is critical to our success. Each day, we try to select the most attractive discounted local goods and service deals for our subscribers, and our editorial staff provides informative and engaging descriptions to highlight the featured group buying deals. We have a completely open return policy for unused Wowo Coupons or if our subscribers are dissatisfied with their experience with us or the local merchants. We have on-the-ground merchant service representatives and quality control staff in each local market we operate to ensure customer satisfaction when Wowo Coupons are redeemed with local merchants. Our localized merchant consultant, merchant service and quality control teams, call center team, GEM and tailor-made service plans for local merchant clients are all measures we have taken to ensure customer satisfaction. To help local merchants improve the quality of

2

their future deals, we assist merchant clients in coming up with their deal structures at the initial stage, help the local merchant manage coupon redemption during a deal, and provide detailed analysis and feedback to them after a group buying deal is completed. In addition, we have built two centralized 24 × 7 call centers that employ advanced and scalable technology dedicated to subscriber and merchant support, respectively. Our call centers provide a variety of services, such as service and product refunds, complaint processing and general information services. In February 2011, we were the first Chinese group buying service provider to meet ISO9001 standard, an internationally recognized certificate for quality management of business published by the International Organization for Standardization. Through our focus on subscriber experience and satisfaction, our subscribers have come to trust us for our quality deals. According to the Analysys Report, our brand, Wowo Tuan, which means "Nest Group" in Chinese, ranked first among group buying service providers in seven of the eight major markets surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai, in a market survey of brand recognition among local merchants in these cities.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. Almost all of our subscribers purchase deals from businesses in close proximity to where they live or work. Because of China's diversified culture and population, strong local knowledge and presence are extremely important to the long-term success of our business. Our local operation teams in 146 cities have extensive local knowledge and experience, which we believe provide us with a unique competitive advantage and enable us to establish a favorable working relationship with local merchants. In addition, in order to secure the best talent in certain local markets, Beijing Wowo Tuan Information Technology Co., Ltd., or Beijing Wowo Tuan, a consolidated affiliated entity of ours, has entered into agreements with 23 leading local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. This strategy allows us to quickly penetrate into a local market where a local group buying business leader has already emerged. We provide the local operators with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquired their in-depth knowledge of the local community and culture, their dedicated sales team and their established subscriber bases.

        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    To further strengthen our ability to provide effective and differentiated marketing solutions to local merchants, we have developed GEM which combines a table-top hardware device installed at local merchants' sites with proprietary software system. Our GEM provides two important functions to local merchants who participate in our group buying deals. First, GEM simplifies and increases the efficiency of Wowo Coupon redemption process by enabling the local merchants to process the Wowo Coupons electronically when they are submitted for redemption. The instant coupon verification reduces queues during peak business hours and improves subscriber experience. Secondly, the combination of GEM and our subscriber database provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expired. For example, our merchant clients may send short messages of promotional deals through our system to their customers who have previously participated in their group buying deals. We believe our GEM is a unique solution which differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China. Mr. Xu has over two decades of experiences in managing China-based retail and technology

3

companies. He founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province, between 1992 and 2000. He also founded one of the largest wireless messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platforms in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China such as Alibaba, Baidu, China Mobile, Google China and Focus Media.

Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to focus on enhancing subscriber experience by adding new features to our services.    Our brand and large subscriber base are the key factors to local merchants that make them choose to do business with us. We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, such as offline promotional events and redesigning our websites to make it more user friendly for new subscribers, among other things. In addition, we plan to maintain a high retention rate of existing subscribers by continuing to focus on maximizing customer satisfaction. We plan to enhance user experience by improving our EDM distribution with more targeted coupon information to our subscribers based on their location and personal preferences. Moreover, we have launched and will continue to develop new social media functions on our websites to facilitate information sharing and improve user experience.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    In order to build and maintain long-term relationships with our local merchant clients, we will continue to provide innovative marketing solutions to them. Our merchant consultants have first-hand knowledge of the local communities they serve, speak the local dialects, and are experts in the respective service sectors in which they specialize. We will continue to find new ways to attract additional subscribers and merchants to transact business over our websites. For example, we work closely with local food services industry associations to promote quality and safety among our local restaurant merchants. We have also designed innovative marketing programs for large multinational corporations, such as Nestle, to promote their brand by hosting charity events sponsored by them exclusively for our subscribers.

        In addition, we plan to maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers. One of the most pressing needs of local merchants is to enhance long-term returns on their advertising investments, whether through offering deeply discounted services on our websites, placing an advertisement in local newspapers, buying a banner on an Internet website or purchasing key words from Internet search service providers. The combination of our GEM devices and subscriber database enables our merchant clients to reach their target customers with new promotional deals. In the future, we plan to add additional functions to our hardware and software solutions for our local merchant clients.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We believe offering LBS-based discounted deals of life style products and services on consumers' mobile devices will be well received by consumers and have great growth potentials in the foreseeable future. Currently, a challenge of group buying services in China is the lack of variety of available discount offerings in the proximity of a given location at a given time. We are unique among Chinese group buying service providers in offering a complementary group buying aggregation service through Wowo Platform. We plan to introduce a great variety and choices of group buying deals to our subscribers on

4

Wowo Platform by aggregating deals from other group buying service providers, commissioned agents and local merchants. Our local merchant clients may initiate their own promotional deals on Wowo Platform through our proprietary GEM. As a result, our LBS applications on Wowo Platform will provide more choices and deliver more relevant discounted deals to our subscribers based on their needs.

        Increase Our Market Penetration With Vertical Channel Offerings.    We have recently launched four vertical group buying channels on Wowo Tuan for travel, hotels, beauty products and services, and other life style goods. We believe the vertical channels will allow our subscribers to easily find the deal information they seek. Vertical channels will also increase the number of local merchant clients we can serve beyond the ones that offer featured new deals every day. We will continue to evaluate our vertical market strategy and may expand our group buying channels to other attractive life style products and services.

Our Challenges

        We expect to face risks and uncertainties related to our business and industry, including but not limited to:

•

our limited operating history;

•

our ability to achieve and maintain profitability, especially in light of our past losses;

•

our ability to compete in the intensively competitive environment;

•

our ability to control operating expenses in connection with strategic acquisitions and to successfully integrate the acquired businesses;

•

our ability to source high quality products and services from local merchants;

•

our ability to maintain the existing subscriber base and to attract new subscribers and merchant clients;

•

our ability to maintain and enhance our reputation and brand;

•

our ability to maintain an effective system of internal control over financial reporting;

•

control over our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership; and

•

the regulatory environment in China.

        We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operations and prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in our ADSs.

5

Our Corporate Structure

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. We are in the process of effectuating a share swap in which shareholders of Wowo Group Limited, our current holding company, will receive one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of June 30, 2011, assuming the aforementioned transactions had taken place. See "Our History and Corporate Structure—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Factors Relating to Our Business and Industry."

(1)

Mr. Maodong Xu and Mr. Tianqing Xu are the beneficially owner of 60% and 40%, respectively, of the equity interests in each of Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai and Beijing Yi You Bao Information Technology Co., Ltd., or Yi You Bao. Beijing Wowo Tuan has 13 PRC subsidiaries, as well as 105 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Xu Maodong as to 42%, Mr. Xu Tianqing as to 34%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Lv Yonghong, Mr. Hu Xiaoyong, Mr. Yang Guang, Mr. Jiang Yuedong, Mr. Wu Jianguang, Ms. Chen Yan, Ms. Wei Jinghan, Mr. Liu Hanyu, Mr. Deng Kangming, Mr. Tong Jiawei, Mr. Lv Guangyu, Mr. Wang Yunming, Mr. Liu Chuanjun, Ms. Lin Pingping, Mr. Pan Guozhang and Mr. Zhang Yongming.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

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Our Corporate Information

        Our principal offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China. Our telephone number at this address is +8610 6266 8858 and our fax number is +8610 6266 8866. Our registered office in the Cayman Islands is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. Our website is www.55tuan.com. The information contained on our website does not constitute a part of this prospectus.

        Investor inquiries should be directed to us at the address and telephone number of our principal offices set forth above. Our agent for service of process in the United States is [Law Debenture Corporate Services Inc.]

Conventions That Apply to This Prospectus

        In this prospectus, unless otherwise indicated or the context otherwise requires, references to:

•

"we," "us," "our company," or "our" refers to Wowo Limited, its subsidiaries and consolidated affiliated entities;

•

"subscribers" refers to users who registered online accounts at our websites and are able to receive our group buying deal information through EDM;

•

"merchant clients" refers to local merchants of goods or services who offer group buying deals on our websites;

•

"Wowo Coupons" refers to coupons for group buying deals purchased on Wowo Tuan which can be redeemed at face value with the merchant client who offers the group buying deal;

•

"ordinary shares" refer to, prior to the completion of this offering, our ordinary shares, par value US$        per share, and, after the completion of this offering, our ordinary shares, par value US$        per share;

•

"ADS" refers to American depositary shares, each of which represents                                    ordinary shares;

•

"China" or the "PRC" refers to the People's Republic of China excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan;

•

"Renminbi" or "RMB" refers to the legal currency of China; and

•

"$", "US$", "dollars" or "U.S. dollars" refers to the legal currency of the United States.

        Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares (i) assume no exercise by the underwriters of their option to purchase additional ADSs (ii) excludes options to purchase up to 24,892,770 of our ordinary shares outstanding as of the date of this prospectus.

7

THE OFFERING

Price per ADS	We estimate that the initial public offering price will be between US$        and US$        per ADS.
ADSs offered by us	ADSs
ADSs outstanding immediately after this offering	ADSs (or          ADSs if the underwriters exercise in full the over-allotment option).
Ordinary shares outstanding immediately prior to this offering	ordinary shares.
Ordinary shares outstanding immediately after this offering	ordinary shares (or          ordinary shares if the underwriters exercise in full the over-allotment option).
Over-allotment option	We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of        additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
[Reserved ADSs	At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of            ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]
The ADSs	Each ADS represents        ordinary shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs.
	The depositary will be the holder of the ordinary shares represented by the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement dated                        , 2011 among us, the depositary and holders and beneficial owners of ADSs from time to time.
	You may surrender your ADSs to the depositary to withdraw the ordinary shares represented by your ADSs. The depositary will charge you a fee for such an exchange.
	We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

8

	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
Use of proceeds	We estimate that we will receive net proceeds of approximately US$        million from this offering, assuming an initial public offering price of US$        per ADS, the mid-point of the estimated range of the initial public offering price, after deducting estimated underwriter discounts, commissions and estimated offering expenses payable by us. We expect to use the net proceeds for general corporate purposes, including working capital needs.
Risk factors	See "Risk Factors" and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.
Listing	We have applied to list our ADSs on the Nasdaq Global Market. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.
Proposed Nasdaq Global Market symbol	WOWO
Depositary	Citibank, N.A.
Lock-up	We, our directors, executive officers, existing shareholders and option holders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting."

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the summary consolidated financial and operating data of Beijing Wowo Tuan, for the periods indicated.

        Beijing Wowo Tuan was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the major shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess thereof has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        The following tables set forth the summary consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010, and have been derived from our audited consolidated financial statements of Beijing Wowo Tuan, which are included elsewhere in this prospectus. Beijing Wowo Tuan had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period.

        The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

		For the year ended December 31,
		2009 (predecessor)			2010 (predecessor)
		(US$ in thousands)
Consolidated statement of operation data
Net revenues			—			2,633
Cost of revenues			—			2,179
Gross profit			—			454
Other operating income			0.7			—
Operating expenses:
	Selling and marketing		—			261
	General and administrative		0.8			210
Total operating expenses			0.8			471
Loss from operations			—			(17	)
Other expenses			—			0.3
Loss before provision for income tax			(0.1	)		(17	)
Provision for income tax			—			40
Net loss			(0.1	)		(57	)

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	As of December 31,
	2009 (predecessor)		2010 (successor)
	(US$ in thousands)
Consolidated balance sheet data
Total current assets		5.1		790
Total assets		5.1		3,394
Total current liabilities		1.7		1,245
Total liabilities		1.7		1,381
Total shareholders' equity		3.3		2,013
Total liabilities and shareholders' equity		5.1		3,394

Operating data

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)	June 30, 2011 (successor)
Subscribers (in million)(1)		0.4
Featured deals(2)		703
Wowo Coupons sold(3)		328,790
Average coupon price (in RMB)(4)		54.75

(1)

Reflects the total number of subscribers on the last day of the applicable period.

(2)

Reflects the total number of featured deals in the applicable period.

(3)

Reflects the total number of Wowo Coupons sold in the applicable period.

(4)

Reflects the average selling price of Wowo Coupons in the applicable period.

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our ADSs. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment.

Risks Relating to Our Business and Industry

We have a limited operating history and our business model is subject to uncertainties, which makes it difficult to evaluate our business.

        We launched our group buying services in March 2010. We have a limited operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult for you to evaluate our business, financial performance and prospects, and our historical growth rate may not be indicative of our future performance. Although we have achieved significant revenue growth since our inception, we cannot assure you that we will be able to achieve similar growth in the future. Moreover, a substantial portion of such growth was achieved through acquisition of selected local group buying service providers in second- and third-tier cities in China. We do not plan to continue our growth through similar acquisition strategy in the future and we cannot assure you that the acquired local group buying businesses will grow as quickly as we have planned. In addition, the group buying business is still a new market in China. Although we have experienced substantial growth since our inception in early 2010, given our limited history it is difficult to predict if the growth will be sustainable in the future, and the market might evolve in ways that are difficult to anticipate. You should consider our prospects in light of the risks and uncertainties that fast-growing companies in a rapidly evolving market may encounter. These risks and difficulties include, but are not limited to:

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a new and relatively unproven business model;

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our ability to anticipate and adapt to a developing market and industry;

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our need to achieve greater brand recognition;

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our ability to attract sufficient subscribers, and generate sufficient net sales or cash flow;

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difficulties in managing rapid growth in personnel and operations;

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high expenditures associated with our geographic expansion, brand promotion and marketing activities; and

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our ability to compete in the market.

        We cannot be certain that our business strategy will be successful or that we will successfully address these risks. Our failure to address any of the risks described above could have a material adverse effect on our business.

We have never been profitable and may continue to incur losses in the future.

        We incurred net loss in the amount of US$57,178 in 2010, primarily due to the early stage of development of our business. As we continue to expand our business, we expect our operating expenses to continue to increase in the foreseeable future. Although we expect our net loss to decrease as a percentage of our total net revenues as we continue to expand and develop, we may continue to incur losses in the future.

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We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations.

        The group buying industry in China is highly competitive due to a number of factors, such as the relatively low barriers to entry, the continued growth of e-commerce in China and the growing acceptance of online shopping by Chinese Internet users which has resulted in a large number of group buying players. According to the Analysys Report, there were over 3,500 group buying service providers in China as of December 31, 2010, and the total transactional value of group buying in China was estimated to be approximately RMB2.4 billion in 2010. Many major Chinese portal and e-commerce websites such as taobao.com also offer coupon or group buying discount services. Major Chinese social network sites have also started to offer group buying services, which could pose significant competition to our business given the usually large user base of such social network sites and the synergy of the business models between group buying services and social network services. In addition, certain specialized Internet websites offer coupons or group purchase discounts on specific goods or services, which could directly or indirectly compete with our business. Some of our competitors invest significant capital and human resources in advertisements and promotions, which could potentially dilute our brand recognition and affect our subscriber base. Our competitors may also offer similar deals at lower prices than we do or with packages more attractive than ours. In addition, certain competitors may be willing to offer group buying deals to subscribers or service packages to merchants that generate low or negative gross profit margins in an effort to increase market share. Some of these websites that offer group coupon services in China have longer operating histories, greater financial, marketing and other resources and larger subscriber bases than we do. Such competitors may leverage their resources and existing subscriber or user bases to quickly increase their market shares.

        According to the Analysys Report, starting in 2011 the Chinese group buying industry has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolvement. Market share has been converging to a limited number of primary, national-scale group buying service providers, including us. We believe our ability to maintain our position and market share depends on many factors, such as:

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quality of merchant clients' goods and services and subscriber satisfaction;

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our ability to retain and expand subscriber base and merchant client network;

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the number and variety of group buying deals we are able to offer;

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our reputation and brand recognition relative to our competitors; and

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the continued growth of the economy in China in general and the online service industry in particular.

        See "Our Business—Competition." If we are not able to respond to the change in market conditions or subscriber preferences, or if we fail to successfully execute our business strategy, our business, financial condition and results of operations may be adversely affected.

The economy of China in general and the online service industry in particular may not grow as quickly as expected, which may adversely affect our revenues and business prospects.

        Our business and prospects depend on the continuing development and expansion of the group buying industry in China, which in turn depends on the continuing growth of the economy of China in general and the online service industry in particular. Both China's group buying industry and the online service industry have experienced substantial growth in recent years both in terms of number of subscribers and revenues. We cannot assure you, however, that the group buying industry or the online service industry will continue to grow at the same pace as in the past. Growth is affected by numerous

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factors, such as regulatory changes, public perception of and receptiveness towards the group buying industry, subscribers' general online purchasing experiences, technological innovations, development of Internet and Internet-based services, and the macroeconomic environment. Moreover, concerns about fraud, privacy and other problems may discourage additional subscribers and merchant clients from adopting e-commerce. If the group buying industry in China or the online service industry does not grow as quickly as expected, our subscriber base may decrease and our business and prospects may be adversely affected.

Strategic acquisitions may have a material and adverse effect on our business, financial conditions and results of operations.

        As part of our strategy to enhance our local presence, Beijing Wowo Tuan has entered into agreements with 23 leading local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. As a result, we had operations in 146 cities across China with localized management, sales, operations and execution teams in each city as of June 30, 2011. As a result of the acquisitions and the increase in our workforce, we anticipate our operating expenses to increase accordingly, which could have an adverse effect on our results of operations.

        There is no guarantee that we can achieve the intended business and revenue growth through our strategic acquisitions. Newly formed companies which became our consolidated affiliated entities may not achieve the financial results we expect. Acquisitions of controlling equity interests and the subsequent integration of the newly formed consolidated affiliated entities into our business network would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business, financial conditions and results of operations. In addition, acquisitions of equity interests could result in the outflow of substantial amounts of cash, potentially dilutive issuances of equity securities, and impairment charges for other intangible assets and exposure to potential unknown liabilities of the acquired businesses.

If we fail to retain existing merchant clients or attract new merchant clients, our business, financial conditions and results of operations may be adversely affected.

        We depend on our merchant clients to provide group buying deals on goods and services for which Wowo Coupons can be redeemed. We have a large number of merchant consultants and merchant service representatives in the cities where we offer group buying services, who maintain cooperative relationships with existing merchant clients and identify and form new relationships with other local merchants on an ongoing basis. We typically do not enter into long term contractual arrangements with merchant clients for group buying deals, and only collaborate with merchant clients to design, promote and distribute group buying deals on a deal-by-deal basis. Our ability to retain existing merchant clients and attract new local businesses to our group buying services is crucial to our ability to offer attractive and diversified group buying deals to our subscribers on a continuous basis. However, our merchant clients may find our group buying campaigns no longer suitable to their business operations due to a number of factors, such as changing market conditions, changing business goals of the merchant clients, or other factors that are out of our control which prevent us from designing a group buying deal campaign with more favorable terms for a merchant client. If existing merchant clients find our group buying services to be ineffective or not tailored to their needs, they might decide not to continue their cooperation with us. Existing merchant clients might also switch to our competitors who offer better services or more attractive pricing terms. On the other hand, we may not succeed in our efforts to secure new group buying arrangements with local merchants due to a number of factors, such as lack of

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access to the local businesses' desired customer base, or inability to offer group buying discount rates that are acceptable to the local businesses. If we are not able to retain and expand our local merchant client base, the number and variety of group buying deals we are able to offer our subscribers may decrease, which as a result may adversely affect our business, financial conditions and results of operations.

We rely on our merchant clients to provide goods and services to our subscribers who purchase Wowo Coupons and our quality control may not always be sufficient, which could result in the need for refunds or replacements and could affect our profits and brand.

        We formulate, promote and distribute group buying deals in collaboration with our merchant clients. Once our subscribers purchase Wowo Coupons from our website that can be redeemed for goods or services, we rely on our merchant clients to provide such goods and services to our subscribers. Any customer dissatisfaction resulting from poor quality of goods or services provided by our merchant clients could have an adverse effect on our reputation or revenue if customers make claims publicly and request refunds. Many of our merchant clients are small local business operators that lack the necessary resources for adequate quality control. Moreover, when designing the group buying deals, we and our merchant clients might not always accurately estimate the merchant clients' inventories or service capacity, which could lead to overselling Wowo Coupons for a particular deal and result in the local merchants' failure to provide the goods or services upon redemption. Our business depends on our ability to ensure that high quality goods and services are provided to our subscribers on a consistent basis. This has placed, and will continue to place, substantial demands on our operational, technological and other resources. We have a call center in Shandong with a 1,000-operator capacity that is mainly responsible for subscriber support and have dedicated local quality control teams that work closely with our local merchant clients to ensure subscriber satisfaction. We cannot assure you that such measures will always be sufficient in discovering and remedying service shortcomings or merchandise defects, some of which are out of our control. If subscribers are not satisfied with the goods and services and request refunds or replacement of goods, it could adversely affect our cash flows, financial conditions and operation results. In addition, as we expand the types of goods and services for which we offer group coupons, the operational cost of quality control will also likely increase, which will have a negative effect on our profits.

If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients, our operating cash flow and results of operations may be adversely affected.

        We generate substantially all of our revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make payments to the merchant client who provides the goods or services for which the coupons are redeemed, on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We leverage the operating cash inflows provided by the payments received from subscribers to fund our working capital needs. If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients as a result of a shift in market practice or an increase in the bargaining power of our merchant clients, our operating cash flow and results of operations may be adversely affected and we may have to seek alternative financing to fund our working capital needs.

An increase in our refunds to our subscribers may adversely affect our liquidity and profitability.

        To enhance the subscriber experience and service quality, we offer our subscribers refunds on the coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon upon its expiration. A subscriber can contact our call center for a refund request. We are in the process of implementing an automated

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refund system on our website through which a subscriber can claim refund. Starting from January 2011, we set aside 3% of the purchase price for refund purposes for each group buying deal. After we grant a refund to a subscriber, we typically claim reimbursements from the merchant client who provides the goods or services pursuant to our contractual arrangement with such merchant client, but there is no guarantee that we will be reimbursed in full, or at all. In addition, our standard agreements with our merchant clients generally limit the time period during which we can claim reimbursement of refunds we pay to our subscribers. The continued growth of business and the increased number of our merchant clients puts a high demand on our service and merchandise quality control. If we are not able to scale our quality control operations correspondingly we may incur a higher refund expense as a result, which would have an adverse effect on our liquidity and profitability.

If we fail to retain our existing subscribers or attract new subscribers, our business, financial conditions and results of operations may be adversely affected.

        To maintain our revenue and profitability, it is important for us to generate a sizable subscriber base on our websites. We must attract and retain subscribers by providing group buying deals on attractive goods and services on a continuous basis and offering our subscribers new and valuable services. The acquisition of new subscribers and measures taken to increase stickiness of existing subscribers involve certain costs, which could be significant given the intense competition and fast evolving market conditions. We cannot assure you that such acquisition efforts will result in an increase in the number of registered subscribers, or that the market spending or subscriber acquisition cost will be justified by an increase in revenues either on an aggregated or per subscriber basis. Moreover, it is possible that our merchant clients may find the composition of our subscriber base undesirable to their businesses, which in turn makes it difficult for us to secure attractive group buying deals offered by such merchant clients to retain our subscribers or to attract new subscribers. The occurrence of any of the foregoing may have a materially adverse effect on our business, financial conditions and results of operations.

We may be required to acquire the remaining equity interest in our consolidated affiliated entities which could have a material adverse effect on our financial condition and results of operations.

        We have entered into agreements with the original shareholders of 23 leading local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. Some of the agreements, including the agreements for local group buying services in Changsha and Shijiazhuang, contain a provision which allows the original shareholders of these local group buying services, within certain period of our initial public offering and subject to the achievement of certain operation results of such local group buying businesses, to request us to acquire their remaining interests in the acquired business at a price based on pre-determined formula. Under these agreements, we are obligated to acquire their remaining interests within certain period, typically six months, upon the receipt of their requests. In the event that these original shareholders exercise their options to sell the equity interest to us, we may need to use cash on hand or raise additional funds through debt or equity financing to acquire their remaining interests, which will affect our liquidity position or have a dilutive impact to our existing shareholders.

Any restrictions on the sending of emails or messages or a decrease in subscriber willingness to receive updates through messages could adversely affect our revenue and business.

        We offer our subscribers an option to receive group buying deals and updates through email and other messaging services. Wowo coupons purchased as a result of email and other messages sent by us, generate a portion of our revenue. In addition, we will rely on email and other messaging services to implement the location-based group buying service that we are contemplating. If we are unable to

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successfully deliver email or other messages to our subscribers or potential subscribers, or if subscribers decline to open our email or other messages, our revenue and profitability would be adversely affected. Actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also materially and adversely impact our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages. Any disruption or restriction on the distribution of emails or other messages or any increase in the associated costs would materially and adversely affect our revenue and profitability.

We may not be successful in our efforts to monetize Wowo Platform and GEM.

        We have made investments in the research and development of Wowo Platform and GEM. Wowo Platform is a new location-based service whose business viability has not been sufficiently tested or validated. The success of Wowo Platform depends on a number of factors, such as subscribers' receptiveness towards this new type of service, our ability to attract local merchants and other group buying service providers to offer group buying deals on Wowo Platform, and our ability to deliver relevant local group buying deals to targeted subscribers. We cannot assure you we will be successful in our efforts to monetize Wowo Platform upon its anticipated official launch in August 2011. GEM is a guest electronic management system that allows our merchant clients to process the Wowo Coupons electronically as well as to manage existing customer relationships and track customer purchasing behavior on a real-time basis. Currently we are in the process of installing GEM at selected merchant clients' sites. We will explore ways to monetize GEM once the installation reaches a critical mass. If we fail to monetize Wowo Platform or GEM, or are unable to generate enough revenue through their operation to recuperate the development and operation costs, our business and results of operations may be adversely affected.

We may not be able to successfully expand the types of services and merchandise for which we offer group buying deals, which could adversely affect our business, financial conditions and results of operations.

        We currently organize our group buying deals into four vertical channels, namely, travel, hotels, beauty products and services, and other life style goods. We intend to continue to increase the variety of group buying deals in each of the existing vertical channels, as well as add new vertical channels to better characterize and manage our offerings and enhance subscriber purchase experience. We may need to make substantial investments in connection with such efforts. We may also face greater competition in specific categories from other group buying service providers that are more focused on such categories. In addition, we need to make investments in quality control and after-sale services for new categories of goods and services for which we offer group buying deals and such investments could be significant or exceed our budget. If the launch of a new category requires investments greater than we expect, or if we are unable to offer enough group buying deals which are of high quality, value and variety or if the revenue generated from a new category grows more slowly or produces lower gross profits than we expect, our business, financial condition and results of operations could be adversely affected.

The development and launch of new services or new technologies may not be achieved in a timely manner or at all and such services or technologies may not be successful.

        Our success in attracting new subscribers and retaining existing subscribers depends partly on our ability to consistently develop and launch new and innovative services and technologies. Although we will continue to focus on research and development going forward, we cannot assure you that we will continue to be able to upgrade the technology required to maintain our leading position in or to keep

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up-to-date with developments across the group buying industry and to launch such services or new technologies in a timely manner or at all. New technologies and software are also less likely to be reliable, robust and resistant to viruses or failure. Given the fast growth of the group buying industry, we might not have enough time to fully test the new technologies and software we develop before we deploy them on our website, which might cause service problems and a negative subscriber experience. We are developing a number of new services and technologies, such as the guest electronic management system, or GEM, the redesigning of our websites, the introduction of social networking and location-based marketing, to enhance the subscriber experience and facilitate access to and usage of our services. There is no guarantee such new services and technologies will achieve their desired effect of retaining existing and attracting new subscribers and local merchant clients, or generate sufficient revenue or other value to justify our investment, and as a result our business, financial conditions and results of operations may be adversely affected.

        Moreover, the software we developed for mobile Internet devices may not be able to gain wide adoption as we expect. Compared with personal computer, the mobile Internet devices typically have lower screen resolution, less memory and more limited functionality, which makes the access to our services through such devices relatively difficult, especially for displaying coupon images and descriptions that are designed primarily for online distribution. If we are unable to attract and retain a substantial number of non-PC device subscribers to our services or if we are slow to develop services and technologies that are more compatible with mobile Internet communications devices relative to our competitors, we may fail to capture a significant share of new subscribers or lose our existing subscribers who switch to mobile Internet devices for their group buying deal purchases.

Our management team has a limited history of working together and may not be able to execute our business plan.

        Although we believe our experienced management team is one of our competitive strengths, our management team has worked together only for a limited period of time and has a limited track record of executing our business plan as a team. We have recently filled a number of positions in our senior management and finance and accounting staff. Accordingly, certain key personnel have only recently assumed the duties and responsibilities they are now performing, and thus, it is difficult to predict whether our management team, individually and collectively, will be effective in operating our business. In addition, the smooth integration of the local group buying businesses we acquired depends on our senior management's ability to work closely and efficiently with the local management teams that joined our business as part of the acquisition. We cannot assure you that communications between the senior management team and the local management teams will always be effective, or the executions at the local levels will always have the results that the senior management team expects. Moreover, the integration process might take longer than we expected, which might have a negative impact on our results of operations.

We rely on our senior management and key employees.

        Our success is dependent upon the expertise and continued service of our senior management and other key personnel. Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China and has over two decades of experience in managing China-based retail and technology companies. He founded and managed the largest supermarket chain in Shandong province, Qilu Supermarket, between 1992 and 2000. He also founded one of the largest wireless B2B messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platform in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief

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Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. Other members of our senior management team are also crucial to our smooth operation and continued innovation. In addition, we rely on a limited number of specialized staff members in certain areas of our IT operations where we do not receive support from external service providers. Furthermore, our ability to expand our operations to accommodate our anticipated growth will also depend on our ability to retain the management teams of the local businesses in which we acquired controlling equity interests and attract additional personnel such as qualified risk managers, finance, management, marketing, and technical personnel and others. Competition for these employees is intense due to the limited number of suitably qualified professionals. If we fail to attract and retain such personnel it may be difficult for us to manage our business and meet our objectives and our operational results or financial conditions may be adversely affected.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

        We believe that our reputation among our subscribers and local merchant clients as a group buying service provider with highly-valued deals and reliable services and our "Wowo Tuan" brand is of significant importance to the success of our business. A well-recognized brand is critical to increasing our subscriber base and, in turn, increasing our revenue. Since the group buying market is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which may be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as:

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cost-effective market campaigns to increase brand recognition and awareness in a highly competitive market;

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our ability to deliver highly-valued group buying offers on a continuous basis; and

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effective quality control of goods and services provided to our subscribers by our local merchant clients.

        We have conducted, and will continue to conduct, various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations may be materially and adversely affected.

Negative publicity on the group buying industry could adversely affect our business.

        The success of our business depends on the continued growth of public acceptance of group buying services. Since its inception in early 2010, the group buying industry in China has received certain negative publicity of consumer dissatisfaction due to poor service and merchandise quality of group buying deals offered by certain group buying service providers, partially attributable to its exponential growth and the substantial number of new market entrants. According to the Analysys Report, starting from 2011 the market has been going through a significant consolidation phase after which only a few group buying service providers with adequate resources and sophisticated management are expected to survive and remain competitive. The overall quality of group buying services is expected to increase as a result, which may in turn enhance the public image and acceptance of the group buying industry. However, there is no guarantee such market consolidation will achieve the expected effect, and if public opinion of the group buying industry is affected by continued negative publicity, we may experience a slowdown in market growth and as a result our business, financial conditions and results of operations may be adversely affected.

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We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions.

        As the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business insurance products. We do not have any product liability insurance or business interruption insurance. As we continue to expand our group buying deals, we may be increasingly exposed to vicarious product liability claims related to product defects in the design or manufacture of such general merchandise. Any product liability claims, business disruption, or natural disaster could result in us incurring substantial costs and the diversion of resources, which would have an adverse effect on our business and results of operations.

We rely on third parties payment processing service providers and any disruption to the provision of these services to us could materially and adversely affect our business and results of operations.

        We rely on third parties payment processing service providers to provide payment processing services, including the processing of credit cards and debit cards. We currently derive over 90% of our revenues through Alipay. Our business could be disrupted if Alipay becomes unwilling or unable to provide payment processing services to us, and we may incur additional cost as we seek alternative payment processing service providers. Moreover, the third-party payment processing service providers may fail to obtain, maintain or renew their required qualifications, which may result in disruption in their services to us.

        For all the online payment transactions, secured transmission of confidential information, such as subscribers' credit card numbers and expiration dates, personal information and billing addresses, over public networks is essential to maintain subscribers' confidence in us. Our current security measures and those of the third parties payment processing service providers may not be adequate. We must be prepared to increase and enhance our security measures and efforts so that our subscribers have confidence in the reliability of the online payment systems that we use, which will impose additional costs and expenses and may still not guarantee complete safety. In addition, we do not have control over the security measures implemented by our third-party payment processing service providers. Security breaches of the online payment systems that we use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage our reputation and the perceived security of the online payment systems that we use.

        In addition, we may in the future increase the variety of payment methods accepted on our website. As we offer new payment options to subscribers, we may be subject to additional regulations and compliance requirements. We pay intercharge and other fees to third-party payment channels, which may increase over time and raise our operating costs and lower profitability.

We depend on our information technology systems and infrastructure, which may fail or be subject to disruption.

        We are dependent on our IT systems for handling purchase orders, and the efficiency and reliability of our systems are in turn dependent on the functionality and stability of the underlying technical infrastructure. The functionality of the servers that we use and the related hardware and software infrastructure are of considerable significance to our business, our reputation and our ability to attract merchant clients and subscribers. Our IT systems may be damaged or interrupted by human errors, unauthorized access, destruction of hardware, power cuts not covered by backup facilities, system crashes, software problems, virus attacks, natural hazards or disasters, or similar disruptions or disruptive events. Furthermore, our current IT systems may be unable to support a significant increase in online traffic or increased number of subscribers, whether as a result of organic or inorganic growth of the business. We have in place business continuity procedures, disaster recovery systems and security measures to protect against network or technical failures or disruptions. Despite such procedures, failures in computer processing and weaknesses in the existing software and hardware cannot be completely prevented or eliminated. Any failure of our IT systems and infrastructure could lead to significant costs and disruptions that could reduce revenues, harm our business reputation and have a material adverse effect on our operations.

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        In addition, we rely on bandwidth providers, communications carriers, data centers and other third parties for key aspects of the process of providing services to our subscribers. Any failure or interruption in the services and products provided by these third parties could limit our ability to operate certain aspects of our businesses, which could in turn have a material adverse effect on our business and financial conditions.

We expect to incur significant costs from a variety of marketing efforts designed to increase our net revenues and some marketing campaigns and methods may not be effective or provide the results we expect.

        We plan to engage in a variety of different marketing efforts tailored to our target subscribers to expand our subscriber base. Our marketing activities, which we expect to involve significant costs, may not be well received by users and may not result in the levels of revenue increase that we anticipate. Marketing approaches and tools in the group buying industry in China are evolving. This further requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and user preferences. Failure to refine our existing marketing approaches or to introduce new effective marketing approaches in a cost effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability.

Technical or other limitations on Internet use could have a negative impact on our business.

        The Internet currently represents our main service channel for group buying services. New regulations governing the use of the Internet could be issued at the national or provincial level, or existing regulations could be interpreted more strictly. No assurance can be given that e-commerce in general or our online services in particular will not be adversely impacted by further evolvement of regulations. Technical limitations on Internet use can also be developed or implemented. For example, restrictions can be implemented on personal Internet use in the workplace in general or access to our website in particular. This could lead to a reduction of subscriber activities or a loss of subscribers altogether, which in turn could have a material adverse effect on our financial position and results of operations.

Failure to adequately protect subscriber account information could have a material adverse effect on us.

        We process subscribers' personal data (including name, address, age, bank details and purchase history) as part of our business and therefore must comply with data protection laws in China. Data protection laws restrict our ability to collect and use personal information relating to customers and potential customers. Notwithstanding our IT and data security and other systems, we may not be effective in detecting any intrusion or other security breaches, or safeguarding against sabotage, hackers, viruses and cyber crime. We are exposed to the risk that personal data could in the future be wrongfully accessed and/or used, whether by employees, customers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to transmit customer information and payment details online in a secure manner, or if any such theft or loss of personal customer data were otherwise to occur, it could subject us to liabilities under the data protection laws or result in the loss of the goodwill of our customers.

We might not be able to adequately protect our intellectual property rights.

        We believe our domain names, trademarks, technology know-hows and other intellectual properties are our competitive advantages and are important to our success to date and our future prospects. We have been investing resources to develop our own intellectual properties and we take prudent steps to protect our intellectual properties and know-hows. But we cannot assure you such steps will be sufficient to prevent the infringement of our intellectual properties. If we fail to adequately protect our

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intellectual property rights, including our rights in know-how or our trademark, it could have a material adverse effect on our operations.

        The validity, enforceability and scope of protection available under intellectual property laws with respect to the Internet industry in China are uncertain and still evolving. Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and the diversion of resources and management's attention.

Failure to effectively detect and prevent fraudulent transactions would increase our losses and adversely affect our business, financial conditions and results of operations.

        We offer group buying deals in the form of redeemable coupons with unique identifiers. It is possible that subscribers or other third parties will seek to create counterfeit coupons in order to fraudulently purchase discounted goods and services from our merchant clients. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our services could be subject to employee fraud or other internal security breaches, and we may be required to reimburse subscribers and/or merchant clients for any funds stolen or revenue lost as a result of such breaches. Our merchant clients could also request reimbursement, or stop using our coupon marketing campaign, if they are affected by buyer fraud or other types of fraud.

        We may incur significant losses from fraud and counterfeit coupons. We may incur losses from merchant client fraud and from erroneous transmissions. While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business, financial conditions and results of operations may be adversely affected.

During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective.

        We will be subject to reporting obligations under U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Prior to this offering, we were a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of Beijing Wowo Tuan for the year ended December 31, 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim

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financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified are related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP, (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP; and (iii) lack of risk assessment documentation. The significant deficiencies identified are related to (i) inadequate data management of the group buying management system, (ii) insufficient capacity of the Group Buying Management, or GBM, system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges.

        Neither we nor our independent registered public accounting firm have undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do after we become a public company. In light of the number of material weaknesses and other control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting." However, the implementation of these measures may not fully address these material weaknesses and other control deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses and other control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. In addition, beginning at the same time, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting. If we fail to remedy the problems identified above, our management and our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. This could adversely impact the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes. We will need to incur significant costs and use significant management and other resources in order to comply with Section 404 of the Sarbanes-Oxley Act.

Our grant of employee share options, restricted shares or other share-based compensation and any future grants could have an adverse effect on our net income.

        U.S. GAAP prescribes how we account for share-based compensation and may have an adverse impact on our results of operations or the price of our ADSs. U.S. GAAP requires us to recognize share-based compensation as compensation expense in the statement of operations generally based on

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the fair value of equity awards on the date of the grant, with compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. The expenses associated with share-based compensation may reduce the attractiveness of issuing share options or restricted shares under our equity incentive plan. However, if we do not grant share options or restricted shares, or reduce the number of share options or restricted shares we grant, we may not be able to attract and retain key personnel. If we grant more share options or restricted shares to attract and retain key personnel, the expenses associated with share-based compensation may adversely affect our net income.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from expanding or growing our business.

        We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of holders of our ordinary shares, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations.

        We lease all of the premises used for our offices. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. As of the date of this prospectus, we are not aware of any actions, claims or investigations being contemplated by the relevant government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the mortgaged properties challenge our right to lease these properties, we may not be able to protect our leasehold interest and may be ordered to vacate the affected premises, which could in turn materially and adversely affect our business operations and results of operations.

Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Current PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in Internet businesses, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. We conduct our operations in China principally through contractual arrangements between our wholly-owned PRC subsidiary, Beijing Wowo Shi Jie Information Technology Co., Ltd., or Wowo Shi Jie, and three consolidated affiliated entities in China, namely, Beijing Wowo Tuan, Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai, and Beijing Yi You Bao Information Technology Co., Ltd., or Yi You Bao, and their respective shareholders. Beijing Wowo Tuan has 13 PRC subsidiaries, namely Shijiazhuang Wowo Tuan Information Technology Co., Ltd., Jinan Wuzhiwu Information Technology Co., Ltd., Wuxi Yuzhong Internet Technology Co., Ltd., Shenyang Wowo Shijiu Internet Technology Co., Ltd., Hunan Wowo Tuan Information Technology Co., Ltd.,

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Changzhou Wowo Tuan Information Technology Co., Ltd., Shaoxing Wowo Tuan Information Technology Co., Ltd., Langfang Wowo Tuan Internet Technology Co., Ltd, Chengdu Beiguo Technology Co., Ltd., Shenzhen Xunjie Time Media Co., Ltd., Ningbo Wowo Tuan Technology Co., Ltd., Xiamen Wowo Tuan Technology Co., Ltd., and Shaoxing Wowo Tuan Information Technology Co., Ltd., as well as 105 local branches as of the date of this prospectus. Our contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and their respective shareholders enable us to exercise effective control over these entities and hence treat them as our consolidated affiliated entities and consolidate their results. For a detailed discussion of these contractual arrangements, see "Our History and Corporate Structure."

        We cannot assure you, however, that we will be able to enforce these contracts. Although we believe we are in compliance with current PRC regulations, we cannot assure you that the PRC government would agree that these contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. If the PRC government determines that we are not in compliance with applicable laws and regulations, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, restrict or prohibit our use of proceeds from this offering to finance our business and operations in China, shut down our servers or block our website, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, levy fines, confiscate our income or the income of our PRC subsidiary or affiliated PRC entities, or take other regulatory or enforcement actions against us that could be harmful to our business. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

We rely on contractual arrangements with our consolidated affiliated entities in China and their shareholders for our operations, which may not be as effective as direct ownership in providing operational control.

        Since PRC laws restrict foreign equity ownership in companies engaged in Internet businesses in China, we rely on contractual arrangements with our consolidated affiliated entities, in which we do not hold shares, and their respective shareholders to operate our business in China. If we held the shares of Beijng Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, we would be able to exercise our rights as a shareholder to effect changes in their respective board of directors, which in turn could effectuate changes at the management level, subject to any applicable fiduciary obligations. However, under the current contractual arrangements, we rely on our consolidated affiliated entities and their respective shareholders' performance of their contractual obligations to exercise effective control. In addition, our contractual arrangements generally have a term of ten years with an automatic extension of another ten years subject to Wowo Shi Jie's confirmation. In general, neither our consolidated affiliated entities nor their respective shareholders may terminate the contracts prior to the expiration date. However, the shareholders of the consolidated affiliated entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our consolidated affiliated entities. We may replace the shareholders of our consolidated affiliated entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operation of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business." Therefore, these contractual arrangements may not be as effective as direct holding of shares.

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Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business.

        Our consolidated affiliated entities and their respective shareholders may fail to take certain actions required for our business or follow our instructions despite their contractual obligations to do so. If they fail to perform their obligations under their respective agreements with us, we may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, which may not be effective.

        For example, under the equity pledge agreements between Wowo Shi Jie and the respective shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, these shareholders pledged all of their equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao to Wowo Shi Jie. Our PRC counsel, Commerce & Finance Law Offices, has advised us that these pledges will be duly created and effective provided that such pledges are duly registered with the relevant local branch of the State Administration for Industry and Commerce in accordance with relevant PRC laws. We expect to complete the afore said pledge registration by September 2011. As a result, if any of Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their respective shareholders breaches its obligations under the contractual arrangements, we may have to take legal actions to compel them to enforce the pledges.

        All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in certain other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, which may make it difficult to exert effective control over our consolidated affiliated entities, and our ability to conduct our business may be adversely affected.

Contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us.

        Under applicable PRC tax laws and regulations, arrangements and transactions among related parties may be subject to audit or scrutiny by the PRC tax authorities within ten years after the taxable year when the arrangements or transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities were to determine that the contractual arrangements between Wowo Shi Jie, our wholly-owned subsidiary in China, our consolidated affiliated entities in China and their respective shareholders were not entered into on an arm's-length basis and therefore constituted unfavorable transfer pricing arrangements. Unfavorable transfer pricing arrangements could, among other things, result in an upward adjustment on taxation. In addition, the PRC tax authorities may impose late payment fees and other penalties on our consolidated affiliated entities for the adjusted but unpaid taxes. Our results of operations may be materially and adversely affected if our consolidated affiliated entities' tax liabilities increase significantly or if they are required to pay late payment fees or other penalties.

The shareholders of our consolidated affiliated entities may have potential conflicts of interest with us, which may materially and adversely affect our business.

        We may replace the shareholders of our consolidated affiliated entities at any time pursuant to the equity option agreements. In addition, each of the shareholders of our consolidated affiliated entities has executed a power of attorney to appoint Wowo Shi Jie to vote on his or her behalf and exercise the full voting rights as the shareholder of the consolidated affiliated entities. However, we cannot assure you that when conflicts arise, the shareholders of our consolidated affiliated entities will act in the best interests of our company or that conflicts will be resolved in our favor. If we cannot resolve any

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conflicts of interest or disputes between us and the shareholders of our consolidated affiliated entities, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.

        We are a holding company, and we rely principally on dividends and other distributions on equity paid by our wholly-owned PRC subsidiary, Wowo Shi Jie, and our wholly-owned Hong Kong subsidiary, Wowo Holding Limited, which is the direct holding company of Wowo Shi Jie, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If Wowo Shi Jie or Wowo Holding Limited, as the case may be, incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Wowo Shi Jie currently has in place with our consolidated affiliated entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us.

        Under PRC laws and regulations, Wowo Shi Jie, as a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise such as Wowo Shi Jie is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. At its discretion, it may allocate a portion of its after-tax profits based on PRC accounting standards to other funds. These statutory reserve funds and other funds are not distributable as cash dividends. As of June 30, 2011, the registered capital of Wowo Shi Jie was US$5,000,000. As of                        , our PRC subsidiary had allocated RMB     million to these statutory reserve funds. The total amount of our restricted net assets was RMB     million as of                        . Any limitation on the ability of Wowo Shi Jie or Wowo Holding Limited to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations.

        In utilizing the proceeds we receive from this offering in the manner described in "Use of Proceeds," as an offshore holding company with a PRC subsidiary, we may (i) make additional capital contributions to our PRC subsidiary, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiary or consolidated affiliated entities, or (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

•

capital contributions to our PRC subsidiaries, whether the existing one or newly established ones, must be approved by the PRC Ministry of Commerce or its local counterparts;

•

loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange, or SAFE, or its local branches; and

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•

medium and long-term loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.

        On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 provides that the Renminbi capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within China, unless it is provided for otherwise. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from the foreign currency registered capital of a foreign-invested company. The use of such Renminbi capital may not be altered without SAFE approval, and such Renminbi capital may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary or other penalties. Furthermore, SAFE promulgated the Notice on Relevant Issues regarding the Strength of Administration of Foreign Exchange Operations or Circular No. 59 on November 19, 2010, which tightens the examination of the authenticity of the settlement of net proceeds from offshore public offerings and requires that the settlement of net proceeds shall be in accordance with the descriptions in the prospectus.

        In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future plans to use the U.S. dollar proceeds we receive from this offering for our expansion and operations in China. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if such entities go bankrupt or become subject to dissolution or liquidation proceedings.

        As part of our contractual arrangements with our consolidated affiliated entities, such entities hold certain assets that are important to the operation of our business. If our consolidated affiliated entities go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If our consolidated affiliated entities undergo voluntary or involuntary liquidation proceedings, the unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

If our consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses and approvals required under the complex regulatory environment for online businesses in China, our business, financial condition and results of operations may be materially and adversely affected.

        The Internet industry in China is highly regulated by the PRC government and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the Internet industry. See "Regulations." Our consolidated affiliated entities are required to obtain and maintain certain assets relevant to their business as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These assets and licenses are essential to the operation of our business and are generally

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subject to annual review by the relevant governmental authorities. Furthermore, our affiliated PRC entities may be required to obtain additional licenses. If our consolidated affiliated entities fail to obtain or maintain any of the required assets, licenses or approvals, their continued business operations in the Internet industry may subject them to various penalties, such as the confiscation of illegal net revenues, fines and the discontinuation or restriction of their operations. Any such disruption in the business operations of our affiliated PRC entities will materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Doing Business in China

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies.

        The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation of Internet businesses include, but are not limited to, the following:

•

there are uncertainties relating to the regulation of Internet businesses in China, including evolving licensing practices. This means that permits, licenses or operations at some of our companies may be subject to challenge, or we may fail to obtain permits or licenses that may be deemed necessary for our operations or we may not be able to obtain or renew certain permits or licenses. The major permits and licenses that could be involved include, without limitation, the ICP license. If we fail to maintain any of these required licenses or approvals, we may be subject to various penalties, including fines and the discontinuation of or restrictions on our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations;

•

new laws and regulations may be promulgated that will regulate Internet activities, including online services. If these new laws and regulations are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties; and

•

we only have contractual control over our operating website www.55tuan.com. We do not own the website due to the restriction of foreign investment in businesses providing value-added telecom services in China, including Internet content distribution services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

        The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China's regulation of Internet businesses.

        On July 13, 2006, the Ministry of Industry and Information Technology, or the MIIT, the successor of the Ministry of Information Industry, issued the Notice of the Ministry of Information Industry on

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Intensifying the Administration of Foreign Investment in Value-added Telecom Services. This notice prohibits domestic telecom services providers from leasing, transferring or selling telecom business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecom business in China. According to this notice, either the holder of a value-added telecom business operating license or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecom services. The notice also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently, Beijing Wowo Tuan and Kai Yi Shi Dai, two of our PRC consolidated affiliated entities, own the related domain names, and hold the ICP licenses necessary for the operation of our Wowo Tuan and Wowo Platform websites, and Beijing Wowo Tuan is in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. In addition, as a result of our recent acquisitions we are in the process of merging into Wowo Tuan eight websites operated by our consolidated affiliated entities which have not received ICP licences. Pursuant to the Administrative Measures on Internet Information Services effective since September 25, 2000, commercial Internet information services are subject to licensing system. In case the operator provides commercial Internet information services without obtaining an operation license or the services provided by the operator exceed the scope of the services as permitted by the operation license, the relevant telecom administrative agency may order to have such act corrected within a specified period. Where there is illegal income, the illegal income may be confiscated and a fine of no less than three times but no more than five times the value of the illegal income would be imposed; where there is no illegal income or the illegal income does not exceed RMB50,000, a fine of no less than RMB100,000 but no more than RMB1,000,000 may be imposed; in the event of a serious case, the operator shall be ordered to close down its website.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs.

        On August 8, 2006, six PRC regulatory authorities, including the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the 2006 M&A Rules, which were later amended on June 22, 2009. According to the 2006 M&A Rules, an offshore special purpose vehicle, or SPV, refers to an overseas company controlled directly or indirectly by domestic companies or individuals for purposes of overseas listing of equity interests in domestic companies (defined as enterprises in the PRC other than foreign-invested enterprises). The 2006 M&A Rules require that the overseas listing by the SPV must be approved by the CSRC. However, the applicability of the 2006 M&A Rules with respect to CSRC approval is unclear. Accordingly, the application of the 2006 M&A Rules with respect to this offering and our corporate structure for this offering established under contractual arrangements remains unclear.

        We believe that the 2006 M&A Rules do not require that we obtain prior CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market, given that (i) our PRC subsidiary, Wowo Shi Jie, was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any "domestic company" as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between our company, our PRC subsidiary and any of our consolidated affiliated entities as a type of acquisition transaction falling under the 2006 M&A Rules; (ii) we do not hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their PRC subsidiaries; and (iii) the CSRC currently has not issued any definitive rule concerning whether offerings like the offering contemplated by our company under this prospectus are subject to prior CSRC approval.

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        However, if the CSRC subsequently determines that its prior approval is required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our operating privileges, delay or restrict our sending the proceeds from this offering into China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur.

        We cannot predict when the CSRC may promulgate additional rules or other guidance, if at all. If implementing rules or guidance are issued prior to the completion of this offering and consequently we conclude that we are required to obtain CSRC approval, this offering will be delayed until we obtain CSRC approval, which may take several months or longer. Moreover, the implementing rules or guidance, to the extent issued, may fail to resolve current ambiguities under the 2006 M&A Rules. Uncertainties or negative publicity regarding the 2006 M&A Rules could have a material adverse effect on the trading price of our ADSs.

Regulation and censorship of information distribution over the Internet in China may adversely affect our business, and we may be liable for information displayed on, retrieved from or linked to our website.

        China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of subscribers of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in China.

Governmental control of currency conversion may affect the value of your investment.

        The PRC government imposes controls on the convertibility between the Renminbi and foreign currencies despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Substantially all of our revenues are denominated in Renminbi. Under our current holding company corporate structure, our income is primarily derived from dividend payments from our PRC subsidiary. Shortages in the availability of foreign currency or other restrictions may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our

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currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Fluctuations in exchange rates of the Renminbi could materially affect our reported results of operations.

        The exchange rates between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China's political and economic conditions. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. However, the People's Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For almost two years after July 2008, the Renminbi traded within a very narrow range against the U.S. dollar, remaining within 1% of its July 2008 high. As a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S. dollar. In June 2010, the PRC government announced that it would increase Renminbi exchange rate flexibility. However, it remains unclear how this flexibility might be implemented. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

        As we may rely on dividends and other fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we received from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition, since our functional and reporting currency is the U.S. dollar while the functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which may not reflect any underlying change in our business, results of operations or financial condition.

Our operations may be adversely affected by changes in China's political, economic and social conditions.

        Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

        The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

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        While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In the past the PRC government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results. Any significant increase in China's inflation rate could increase our costs and have a negative impact on our operating margins. In addition, any sudden changes to China's political system or the occurrence of widespread social unrest could have negative effects on our business and results of operations.

Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders.

        Under the PRC Enterprise Income Tax Law, or the New EIT Law, and the Implementation Rules to the New EIT Law, or the Implementation Rules, both of which became effective on January 1, 2008, an enterprise established outside of the PRC with "de facto management bodies" within the PRC is considered a resident enterprise and is subject to PRC enterprise income tax at the rate of 25% on its global income. The Implementation Rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Foreign Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore incorporated enterprise is located in China. Although Circular 82 applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those that are ultimately controlled by PRC individuals, like our company, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residence status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or controlled by or invested in by PRC individuals. If the PRC authorities were to determine that we should be treated as a PRC resident enterprise for the purpose of PRC enterprise income tax, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our financial condition and results of operations.

        Pursuant to the New EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign investors will be subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Cayman Islands holding company and substantially all of our income may come from dividends from our PRC subsidiary through our Hong Kong holding company. To the extent these dividends are subject to withholding tax, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and ADS holders, will be reduced.

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well

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as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC withholding tax at a rate of up to 10%, subject to the provisions of any applicable tax treaty.

        If we are required under the New EIT Law to withhold PRC income tax on any dividends paid to our non-PRC shareholders and ADS holders or if gains from dispositions of our shares or ADSs are subject to PRC tax, your investment in our ADSs or ordinary shares may be materially and adversely affected.

        Furthermore, the State Administration of Taxation promulgated the Notice on How to Understand and Determine the Beneficial Owners in Tax Treaties in October 2009, or Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601, a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. We cannot assure you that any dividends to be distributed by us to our non-PRC shareholders and ADS holders whose jurisdiction of incorporation has a tax treaty with China providing for avoidance of double taxation will be entitled to the benefits under the relevant withholding arrangement.

The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.

        As our main operating entities and a substantial majority of our assets are located in China, PRC laws and the PRC legal system in general may have a significant impact on our business operations. Although China's legal system has developed over the last several decades, PRC laws, regulations and legal requirements remain underdeveloped relative to those of the United States. For example, there remain uncertainties regarding the evolution of the PRC laws and regulations applicable to the group buying industry, including with respect to business tax obligations. Any entity or individual providing services in China as defined under relevant PRC tax laws and regulations is generally required to pay PRC business tax at the rate of 5% and surcharges on the revenues generated from providing such services. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries such as tourism or construction. As a group buying service provider, we are subject to PRC business tax and surcharges, which are collected by local tax authorities. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, we believe that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. Therefore, as of the date of this prospectus, our PRC business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although we believe it is appropriate for us to pay business taxes on a net basis, we cannot assure you that the PRC tax authorities will not challenge such basis of our business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that our business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require our business taxes to be paid on the gross revenue, this would result in an increase of our business tax liability, and the PRC authorities may impose late payment fees and other penalties on us for any unpaid business taxes. Consequently, our financial

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conditions and our business operations may be adversely affected. Moreover, PRC laws and regulations change frequently and their interpretation and enforcement involve uncertainties. For example, the interpretation or enforcement of PRC laws and regulations may be subject to government rules or policies, some of which are not published on a timely basis or at all. In addition, the relative inexperience of China's judiciary in some cases may create uncertainty as to the outcome of litigation. These uncertainties could limit our ability to enforce our legal or contractual rights or otherwise adversely affect our business and operations. Furthermore, due to the existence of unpublished rules and policies, and since newly issued PRC laws and regulations may have a retroactive effect, we may not be aware of our violation of certain PRC laws, regulations, policies or rules until after the fact.

A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must update their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply with these rules, the onshore subsidiaries are required to report the non-compliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed their initial registrations with the local counterpart of SAFE in Beijing, and will apply for updated registrations under SAFE Circular 75. The rest of our PRC citizen or resident beneficial owners will also apply for registrations under SAFE Circular 75 with the relevant local counterpart of SAFE in Beijing. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

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A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

        Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated by SAFE on January 5, 2007 and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. For participants who had already participated in an employee share option or share incentive plan before the date of the guidance, the guidance require their PRC employers or PRC agents to complete the relevant formalities within three months of the date of the guidance. We and our PRC citizen employees who have been granted share options, or PRC option holders, will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. If we or our PRC option holders fail to comply with these rules, we or our PRC option holders may be subject to fines and legal or administrative sanctions. See "Regulations—Regulations on Foreign Exchange."

We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Enterprises, or SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

        There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. As a result, we and our non-resident investors in such transactions may become subject to the reporting obligations and even at risk of being taxed under SAT Circular 698 and we may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under the general anti-avoidance rules of the New EIT Law, which may have a material adverse effect on our financial condition and results of operations or such non-resident investors' investment in us.

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PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

        PRC laws and regulations, such as the 2006 M&A Rules and the Anti-Monopoly Law promulgated by the PRC National People's Congress in 2007, establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors and companies more time-consuming and complex, including requirements in some instances that various governmental authorities be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. We may expand our business in part by acquiring complementary businesses. Complying with the requirements of the relevant PRC laws and regulations to complete such transactions could be time-consuming, and any required approval processes may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

        On June 29, 2007, the Standing Committee of the National People's Congress of China enacted the Labor Contract Law, which became effective on January 1, 2008. The Labor Contract Law introduces specific provisions related to fixed-term labor contracts, part-time employment, probation, consultation with labor union and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the Labor Contract Law, an employer is obliged to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unlimited term, with certain exceptions. The employer must also pay severance to an employee in nearly all instances where a labor contract, including a contract with an unlimited term, is terminated or expires. In addition, the government has continued to introduce various new labor-related regulations after the Labor Contract Law. Among other things, new annual leave requirements mandate that annual leave ranging from five to 15 days is available to nearly all employees and further require that the employer compensate an employee for any annual leave days the employee is unable to take in the amount of three times his daily salary, subject to certain exceptions. As a result of these new regulations designed to enhance labor protection, our labor costs are expected to increase. In addition, as the interpretation and implementation of these new regulations are still evolving, we cannot assure you that our employment practices do not or will not violate the Labor Contract Law and other labor-related regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be adversely affected.

Risks Relating to Our ADSs and This Offering

An active trading market for our ordinary shares or our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares represented by the ADSs. If an active public market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs may be adversely affected. We have applied to list our ADSs on the Nasdaq Global Market. A liquid public market for our ADSs may not develop. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the ADSs are traded after this offering may decline below the initial

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public offering price, meaning that you may experience a decrease in the value of your ADSs regardless of our operating performance or prospects. In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management, and, if adversely determined, could have a material adverse effect on our results of operations.

Future sales or perceived sales of our ADSs or ordinary shares by existing shareholders could cause our ADSs' price to decline.

        If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up period and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline. Upon closing of this offering, we will have                outstanding ordinary shares. All ADSs sold in this offering will be freely tradable, without restriction, in the public market. The representatives of the underwriters may, in their sole discretion, permit our officers, directors, employees and current option holders and shareholders to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire (180 days or more from the date of this prospectus), all of our outstanding shares will be eligible for sale in the public market, but they will be subject to volume limitations under Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act. In addition, ordinary shares subject to outstanding options under our share incentive plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.

Because the initial public offering price is substantially higher than our pro forma net tangible book value per ADS, you will incur immediate and substantial dilution.

        If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$                per ADS (assuming no exercise of outstanding options to acquire ordinary shares), representing the difference between our pro forma net tangible book value per ADS as of                , 2011, after giving effect to this offering and the assumed initial public offering price of US$                per ADS (the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus). In addition, you may experience further dilution to the extent that our ordinary shares are issued upon the exercise of outstanding share options. Substantially all of the ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ADS basis that is less than the initial public offering price per ADS in this offering.

We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors.

        For any taxable year, we will be a passive foreign investment company, or PFIC, for United States federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets (generally by value) in that taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. Although we do not believe we were a PFIC for our most recent taxable year, in light of our significant cash balances (taking into account the expected proceeds from this offering) and the uncertainty as to the extent, if any, that our goodwill may be taken into account in determining our PFIC status for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year

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and foreseeable future taxable years, we presently do not anticipate that we will be a PFIC based upon the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering), and the expected composition of our income and assets. However, we may be a PFIC for the 2012 taxable year or any future taxable years due to changes in our asset or income composition, including if our market capitalization is less than anticipated or subsequently declines. In addition, there is uncertainty as to the treatment of our contractual arrangements with our consolidated affiliated entities for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, except if you have made a mark-to-market election. Because there are uncertainties in the application of the relevant rules and PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we will not be a PFIC for any year. If we are a PFIC, U.S. holders of our ADSs or ordinary shares may be subject to increased tax liabilities under United States federal income tax laws and may be subject to burdensome reporting requirements. See "Taxation—Material United States Federal Income Tax Consequences—Passive Foreign Investment Company." As the determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, our U.S. counsel expresses no opinion with respect to our PFIC status.

We are a "foreign private issuer," and have disclosure obligations that are different from those of U.S. domestic reporting companies; as a result, you should not expect to receive the same information about us at the same time when a U.S. domestic reporting company provides the information required to be disclosed.

        We are a foreign private issuer and, as a result, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Securities Exchange Act of 1934, or the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We will have 120 days from the end of each fiscal year to file our annual report on Form 20-F for the fiscal years ending on or after December 15, 2011. We are not required to disclose detailed individual executive compensation information that is required to be disclosed by U.S. domestic issuers. Further, our directors and executive officers are not required to report equity holdings under Section 16 of the Securities Act and are not subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer are different than those imposed on U.S. domestic reporting companies, our shareholders should not expect to receive the same information about us and at the same time as the information received from, or provided by U.S. domestic reporting companies.

You may not receive certain distributions we made on our ordinary shares or other deposited securities if the depositary decides not to make such distribution to you.

        The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

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The trading price of our ADSs may be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs may be volatile and could fluctuate widely in response to factors relating to our business as well as external factors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially. At the same time, securities markets may from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. For example, in late 2008 and early 2009, the securities markets in the United States, China and other jurisdictions experienced the largest decline in share prices since September 2001. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.

        The performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. In recent years, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings. The trading performances of these PRC companies' securities at the time of or after their offerings may affect the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our ADSs. These broad market and industry factors may significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. Any of these factors may result in large and sudden changes in the trading volume and price for our ADSs.

Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium.

        Our                amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

        Our corporate affairs are governed by our                amended and restated memorandum and articles of association, the Cayman Islands Companies Law (2010 Revision), as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in

40

the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

        The Cayman Islands courts are unlikely:

•

to recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

•

to entertain original actions brought against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the Cayman Islands will generally recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (i) such courts had proper jurisdiction over the parties subject to such judgment; (ii) such courts did not contravene the rules of natural justice of the Cayman Islands; (iii) such judgment was not obtained by fraud; (iv) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there is due compliance with the correct procedures under the laws of the Cayman Islands. You should also read "Description of Share Capital—Differences in Corporate Law" for some of the differences between the corporate and securities laws in the Cayman Islands and the United States.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the United States.

        We are incorporated in the Cayman Islands and conduct our operations exclusively in China. All of our assets are located outside the United States. Substantially all of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or China against us or such persons predicated upon the securities laws of the United States or any state. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforcement of Civil Liabilities."

        Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of

41

shareholders of these companies. Our directors have discretion under our amended and restated articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

        As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Your ability to protect your rights as shareholders through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law.

        Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

We have not determined a specific use for the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

        We have not determined a specific use for the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our ADS price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value.

The voting rights of holders of ADSs are limited in several significant ways by the terms of the deposit agreement.

        Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our                amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

42

The depositary of our ADSs will, except in limited circumstances, grant to us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

        Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders' meetings if you do not vote, unless:

•

we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•

we have instructed the depositary that we do not wish a discretionary proxy to be given;

•

we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

•

a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

•

voting at the meeting is made on a show of hands.

        The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for holders of ADSs to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may not receive distributions on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you.

        The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration is required for such distribution. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

You may be subject to limitations on the transfer of your ADSs.

        Your ADSs, represented by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we think or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit

43

agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Compliance with rules and requirements applicable to public companies may cause us to incur increased costs, which may negatively affect our results of operations.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq Global Market, have required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. Complying with these rules and requirements may be especially difficult and costly for us because we may have difficulty locating sufficient personnel in China with experience and expertise relating to U.S. GAAP and U.S. public company reporting requirements, and such personnel may command higher salaries relative to what similarly experienced personnel would command in the United States. If we cannot employ sufficient personnel to ensure compliance with these rules and regulations, we may need to rely more on outside legal, accounting and financial experts, which may be very costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

44

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business." In some cases, these forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

•

our goals and strategies;

•

our prospects, business development, growth of our operations, financial condition and results of operations;

•

the expected growth of the Internet and mobile user populations in China;

•

our plans to enhance subscriber experience, upgrade our infrastructure and increase our service offerings;

•

our expectations regarding demand for and market acceptance of our services;

•

competition in our industry in China;

•

our planned use of proceeds; and

•

fluctuations in general economic and business conditions in China.

        These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Prospectus Summary—Our Challenges," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Our Business," "Regulations" and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The online service industry may not grow at the rate projected by market data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

45

USE OF PROCEEDS

        We estimate that we will receive net proceeds from this offering of approximately US$            after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed initial offering price of US$            per ADS (the mid-point of the estimated public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) the net proceeds to us from this offering by US$            , after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus.

        We anticipate using the net proceeds of this offering for general corporate purposes, including working capital needs.

        In addition, the purposes of this offering also include the retention of employees by providing them with equity incentives and the creation of a public market for our ordinary shares represented by the ADSs for the benefit of our shareholders. We did not have any agreements or understandings to make any material acquisitions of, or investments in, other businesses as of the date of this prospectus.

        The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

        To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits. These investments may have a material adverse effect on the United States federal income tax consequences of your investment in our ADSs. See "Risk Factors—Risk Factors Relating to Our ADSs and This Offering—We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors" and "Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company."

        In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to other entities only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risk Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations."

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DIVIDEND POLICY

        Since our inception, we have not declared or paid any dividends on our ordinary shares. We have no present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

        Any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

        We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS holders, we will rely on dividends distributed by our PRC subsidiary. Certain payments from our PRC subsidiary to us are subject to PRC taxes, such as withholding income tax. In addition, regulations in China currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Our PRC subsidiary is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. Our PRC subsidiary may set aside a certain amount of its after-tax profits to other funds at its discretion. These reserve funds can only be used for specific purposes and are not transferable to the company's parent in the form of loans, advances or dividends. See "Risk Factors—Risks Relating to Our Corporate Structure—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

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CAPITALIZATION

        The following table sets forth our capitalization as of                        presented on:

•

an actual basis; and

•

as adjusted basis to give effect to the issuance and sale of the ordinary shares in the form of ADSs offered hereby at an assumed initial public offering price of US$          per ADS, the mid-point of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no other change to the number of ADS sold by us as set forth on the cover page of this prospectus.

        The as adjusted information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2010
	Actual		As adjusted
	RMB	US$	RMB	US$
	(in thousands)
Shareholders' equity:
Ordinary shares, US$    par value per share,     shares authorized;     shares issued and outstanding
Additional paid-in capital(1)
Accumulated other comprehensive income
Accumulated deficit
Total shareholders' equity (deficiency)
Total capitalization(1)

(1)

A US$1.00 increase (decrease) in the assumed initial public offering price of US$          would increase (decrease) each of additional paid-in capital, total equity and total capitalization by US$           million.

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our net tangible book value as of December 31, 2010 was approximately US$                , or US$                per ordinary share, and US$                per ADS. Net tangible book value per ordinary share is determined by dividing our net tangible book value by the number of outstanding ordinary shares. Our net tangible book value is determined by subtracting the value of our acquired net intangible assets, goodwill, total liabilities and noncontrolling interests from our total assets. Dilution is determined by subtracting net tangible book value per ordinary share from the assumed public offering price per ordinary share.

        Without taking into account any other changes in such net tangible book value after                , 2011, other than to give effect to our sale of the            ADSs offered in this offering at the assumed initial public offering price of US$        per ADS, which is the mid-point of our estimated initial public offering price range as set forth on the cover of this prospectus, with estimated net proceeds of US$         million after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of December 31, 2010 would have been US$         million, US$        per outstanding ordinary share, including ordinary shares represented by our outstanding ADSs, and US$        per ADS. This represents an immediate increase in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to existing shareholders and an immediate dilution in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to new investors in this offering. The following table illustrates such per ordinary share dilution:

Assumed initial public offering price per ADS	US$
Net tangible book value per ordinary share as of	US$
Increase in net tangible book value per ordinary share attributable to price paid by new investors	US$
Pro forma net tangible book value per ordinary share after the offering	US$
Dilution in net tangible book value per ordinary share to new investors in the offering	US$
Dilution in net tangible book value per ADS to new investors in the offering	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$        per ADS would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$         million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$        per ordinary share and US$        per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$        per ordinary share and US$        per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other expenses of the offering. The pro forma information discussed above is illustrative only. Our net tangible book value following the closing of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

        The following table summarizes on a pro forma basis the differences as of December 31, 2010 between the shareholders and the new investors with respect to the number of ordinary shares (in the form of ADSs) purchased from us, the total consideration paid and the average price per ordinary share paid [before deducting underwriting discounts and commissions and other expenses of this

49

offering]. The total number of ordinary shares does not include ordinary shares represented by ADSs issuable if any of the options to purchase our ordinary shares outstanding as of                     are exercised. The information in the following table is illustrative only and the total consideration paid and the average price per ordinary share equivalent and per ADS equivalent is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

	Ordinary shares Purchased								Average Price per Ordinary share Equivalent
					Total Consideration					Average Price per ADS Equivalent
	Number	Percent			Amount	Percent
Existing shareholders				%	US$			%	US$	US$
New investors				%				%
Total			100.0	%	US$		100.0	%	US$	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$        per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$         million, US$         million and US$        , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discounts and commissions and other expenses of this offering.

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ENFORCEMENT OF CIVIL LIABILITIES

        We are registered under the laws of the Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

        A substantial portion of our assets are located in China. In addition, most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us, our officers and directors.

        We have appointed [Law Debenture Corporate Services Inc.] as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

        Conyers Dill & Pearman, our counsel as to Cayman Islands law, and, Commerce & Finance Law Offices, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        Conyers Dill & Pearman has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

        Commerce & Finance Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

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OUR HISTORY AND CORPORATE STRUCTURE

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. We are in the process of effectuating a share swap in which shareholders of Wowo Group Limited, our current holding company, will receive one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of June 30, 2011, assuming the aforementioned transactions had taken place. See "—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Relating to Our Business and Industry".

(1)

Mr. Xu Maodong and Mr. Xu Tianqing respectively own 60% and 40% respectively of the equity interests in each of Kai Yi Shi Dai and Yi You Bao. Beijing Wowo Tuan has 13 PRC subsidiaries, as well as 105 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Xu Maodong as to 42%, Mr. Xu Tianqing as to 34%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Lv Yonghong, Mr. Hu Xiaoyong, Mr. Yang Guang, Mr. Jiang Yuedong, Mr. Wu Jianguang, Ms. Chen Yan, Ms. Wei Jinghan, Mr. Liu Hanyu, Mr. Deng Kangming, Mr. Tong Jiawei, Mr. Lv Guangyu, Mr. Wang Yunming, Mr. Liu Chuanjun, Ms. Lin Pingping, Mr. Pan Guozhang and Mr. Zhang Yongming.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

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Our History

        We commenced operations of our business of group buying services in March 2010 through Beijing Wowo Tuan, a limited liability company established in China, which was formerly known as Beijing Jihe Weilai Technology Co., Ltd., or Jihe Weilai, and incorporated in May 2008. In December 2010, Mr. Xu Maodong and his wife, Ms. Zhou Fang, acquired 100% equity of Jihe Weilai from its previous shareholders. To enable us to raise capital from international investors, our current holding company, Wowo Group Limited, was incorporated under the laws of the British Virgin Islands in January 2011. In January 2011, we incorporated Wowo Holding Limited, our wholly owned subsidiary in Hong Kong, which subsequently established its wholly owned subsidiary, Wowo Shi Jie, in China in May 2011. In March 2011, Mr. Xu Maodong and Mr. Xu Tianqing acquired 100% equity of Kai Yi Shi Dai, a limited liability company incorporated in China in September 2010. Beijing Wowo Tuan and Kai Yi Shi Dai holds the licenses required for our operations of www.55tuan.com and www.jieshi.com respectively. In May 2011, Mr. Xu Maodong and Mr. Xu Tianqing established Yi You Bao in China. As of the date of this prospectus, Beijing Wowo Tuan has established or acquired 13 subsidiaries, as well as 105 branches in China.

        Foreign investment in Internet companies is currently subject to significant restrictions under current PRC laws and regulations. As a result, Wowo Shi Jie entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders in May and June 2011, to gain effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries.

        During the period from May 2011 to July 2011, Wowo Group Limited issued in private placements an aggregate of 51,339,464 Series A preferred shares to several investors, including without limitation Zero2IPO China Fund II L.P., CDH Barley Limited, and Besto Holdings Limited, for an aggregate purchase price of US$50 million.

Our Subsidiaries and Consolidated Affiliated Entities

        As of the date of this prospectus, we had the following significant subsidiaries and consolidated affiliated entities:

Non-PRC Subsidiary

        On January 24, 2011, we established our wholly owned subsidiary in Hong Kong, Wowo Holding Limited, which subsequently established our PRC wholly owned subsidiary in May 2011.

PRC Subsidiary

        We have one PRC wholly owned subsidiary as of the date hereof, namely Wowo Shi Jie. Wowo Shi Jie was incorporated on May 19, 2011, and is 100% owned by Wowo Holding Limited, our wholly owned subsidiary in Hong Kong.

Agreements that Provide Us with Effective Control over Our Affiliated Consolidated Entities

        Foreign investment in Internet companies is currently subject to significant restrictions under PRC laws and regulations. As a Cayman corporation, we do not qualify to conduct these businesses under PRC regulations. In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications, which we do not have, and our PRC subsidiary, Wowo Shi Jie, is considered a foreign invested enterprise which is restricted from holding the licenses that are essential to the operation of our business, such as licenses for operating our website. See "Regulations." As a result, Wowo Shi Jie has entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders described below, through

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which we exercise effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries. We conduct our operations in China principally through Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries, which we treated as our consolidated affiliated entities in China. Each of the contractual arrangements between Wowo Shi Jie, Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders was executed in May 2011 and amended subsequent to the changes in shareholding of Beijing Wowo Tuan in June 2011. These contractual arrangements enable us to exercise effective control over these entities and receive substantially all of the economic benefits from them.

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed irrevocable power of attorney appointing Wowo Shi Jie as the attorney-in-fact to act on their behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of their rights as shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of their equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed exclusive call option agreements with Wowo Shi Jie, pursuant to which Wowo Shi Jie has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by Wowo Shi Jie and the shareholders of the consolidated affiliated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of Wowo Shi Jie.

        Exclusive Technical Support Service Agreements.    Wowo Shi Jie and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including their subsidiaries and any companies or entities under their control, agrees to engage Wowo Shi Jie as its exclusive provider of technical platforms, technical support, maintenance and other services. The consolidated affiliated entities shall pay to Wowo Shi Jie service fees determined based on the revenues of the consolidated affiliated entities. Wowo Shi Jie shall have the right to adjust at any time the fee based on the operation performance. Wowo Shi Jie exclusively owns any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements are effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements are extended automatically by another ten years upon the written confirmation by Wowo Shi Jie before the expiry thereof. During the term of the exclusive technical support service agreements, any of the consolidated affiliated entities may not terminate the agreements except in the case of Wowo Shi Jie's gross negligence, fraud, or other illegal action or bankruptcy or termination of Wowo Shi Jie, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with Wowo Shi Jie, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to Wowo Shi Jie as collateral to secure performance of all obligations of the consolidated affiliated entities and their shareholders under the applicable exclusive technical support service agreements and

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the exclusive call option agreements. Wowo Shi Jie is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, Wowo Shi Jie, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment

        We have been advised by our PRC legal counsel, Commerce & Finance Law Offices, that the structure for operating our business in China (including our corporate structure and our contractual arrangements with our consolidated affiliated entities) complies, and after the completion of this offering will continue to comply, with all applicable PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, there are uncertainties regarding the interpretation and application of the relevant PRC laws, rules and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to the opinion of our PRC legal counsel. Our PRC legal counsel has further advised that if a PRC government authority determines that our corporate structure, the contractual arrangements or the reorganization to establish our current corporate structure violates any applicable PRC laws, rules or regulations, the contractual arrangements will become invalid or unenforceable, and we could be subject to severe penalties and required to obtain additional governmental approvals from the PRC regulatory authorities. See "Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations." and "Risk Factors—Risk Factors Relating to Doing Business in China—The PRC legal system embodies uncertainties which could limit the legal protections available to you and us."

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the selected financial and operating data of Beijing Wowo Tuan, for the periods indicated. Beijing Wowo Tuan was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess therefore has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        The following tables set forth the selected consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010, and have been derived from our audited consolidated financial statements of Beijing Wowo Tuan, which are included elsewhere in this prospectus. Beijing Wowo Tuan had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period.

        The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, the consolidated financial statements and related notes of Beijing Wowo Tuan and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. The consolidated financial statements of Beijing Wowo Tuan are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

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		For the year ended December 31,
		2009 (predecessor)			2010 (predecessor)
		(US$ in thousands)
Consolidated statement of operation data
Net revenues			—			2,633
Cost of revenues			—			2,179
Gross profit			—			454
Other operating income			0.7			—
Operating expenses:
	Selling and marketing		—			261
	General and administrative		0.8			210
Total operating expenses			0.8			471
Loss from operations			—			(17	)
Other expenses			—			0.3
Loss before provision for income tax			(0.1	)		(17	)
Provision for income tax			—			40
Net loss			(0.1	)		(57	)

	As of December 31,
	2009 (predecessor)		2010 (successor)
	(US$ in thousands)
Consolidated balance sheet data:
Total current assets		5.1		790
Total assets		5.1		3,394
Total current liabilities		1.7		1,245
Total liabilities		1.7		1,381
Total shareholders' equity		3.3		2,013
Total liabilities and shareholders' equity		5.1		3,394

Operating data

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)	June 30, 2011 (successor)
Subscribers (in million)(1)		0.4
Featured deals(2)		703
Wowo Coupons sold(3)		328,790
Average coupon price (RMB)(4)		54.75

(1)

Reflects the total number of subscribers on the last day of the applicable period.

(2)

Reflects the total number of featured merchants in the applicable period.

(3)

Reflects the total number of Wowo Coupons sold in the applicable period.

(4)

Reflects the average selling price of Wowo Coupons in the applicable period.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

        This section includes selected consolidated financial and operating data of us and Beijing Wowo Tuan, for the periods indicated. Beijing Wowo Tuan was incorporated in May 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011. According to web traffic data on Alexa.Chinaz.com, for the week ended on June 30, 2011, Wowo Tuan had more than one million daily unique IP address visits on average, ranking us among the top three pure group buying service providers in China.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, bakeries, hotels, movie theatres and beauty parlors, offer group buying deals on our websites. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

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        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 23 leading local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. As of June 30, 2011, we had 4.5 million subscribers at Wowo Tuan, and over one million daily unique IP address visits to our websites on average. For the three months ended June 30, 2011, we featured over 19,000 group buying deals on Wowo Tuan and sold approximately 3.8 million Wowo Coupons. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our gross profit is the portion of the revenues we retain after paying agreed upon fees to the featured merchants. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor).

Operating Metrics

        We measure our business using several operating metrics which directly affect our revenues. The key metrics are as follows:

Subscribers.    We define subscribers as the total number of individuals who have completed registration by a specific date, less individuals who have deregistered. We can measure our overall growth in the market as well as our potential revenue opportunity using our total subscriber base. The subscriber base does not take into consideration the activity level of the subscriber with our service, nor does it adjust for multiple or unused accounts. Despite these drawbacks, we believe this metric provides valuable insight into the trajectory and scale of our business. Our group buying business depends on our ability to maintain and expand our user base. The growth in the number of subscribers is driven by our ability to continue to, among other things, enhance our brand recognition, increase the number and types of group buying deals offered on our websites and offer high-quality before-, during- and after-sales services to our subscribers.

Featured deals.    This metric represents the total number of deals featured in a given time period. For a deal offered on a nationwide basis, we count the deal as one. For deals offered by branches or franchise stores of a national merchant on a local or regional basis, we count each deal offered by a branch or franchise store of the national merchant as a separate deal. We consider this metric to be a good indicator of growth as well as an important measure of the effectiveness of our sales and marketing infrastructure. Our revenue growth depends on our ability to continue to attract merchant clients to offer high quality and a wide variety of group buying deals on our websites. We need to retain existing merchant clients and attract potential new merchant clients by providing them access to a broad customer base and helping them attract and retain targeted customers through well-designed group buying deals. As of June 30, 2011, we had over 3,000 merchant consultants and merchant service representatives in 146 cities to source group buying deals. Each consultant focuses on certain areas of specialty, such as Chinese food, Western food, bakeries, travel, health and beauty products and services.

Wowo Coupons sold.    This metric represents the total number of Wowo Coupons sold in a given time period. This metric is presented net of coupons that are claimed for refund during the same time period. We use this metric to measure our growth and activity level in the aggregate as well as in the individual markets where we operate. We generate substantially all our revenues from the purchase prices of Wowo Coupons sold to our subscribers.

Average coupon price.    This metric allows us to measure the revenue generating ability of our deals. The revenues we generate from the sales of Wowo Coupons relates directly to the average coupon price for Wowo Coupons. The average coupon price of Wowo Coupon varies greatly depending on the type of goods or services offered by the local merchants. When we enter a new market, we feature low priced deals to attract first-time consumers to try out new goods or services and accumulate new subscribers. When the local market is well penetrated, we include higher priced deals to bring up

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the average Wowo Coupon price. In addition, the average coupon price may be lower in second- and third-tier cities than in first-tier cities in China, such as Beijing and Shanghai.

        The following table is a summary of our key operating metrics for the periods indicated.

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)	June 30, 2011 (successor)
Subscribers (in million)(1)		0.4
Featured deals(2)		703
Wowo Coupons sold(3)		328,790
Average coupon price (RMB)(4)		54.75

(1)

Reflects the total number of subscribers on the last day of the applicable period.

(2)

Reflects the total number of featured deals in the applicable period.

(3)

Reflects the total number of Wowo Coupons sold in the applicable period.

(4)

Reflects the average selling price of Wowo Coupons in the applicable period.

Other Factors Affecting Our Results of Operations

        Besides our operating metrics that directly affect our revenues, there are a number of factors that affect our results of operations, including:

        Competitive pressure.    We operate in a highly competitive market. We compete with a number of other group buying service providers that have significant capital and human resources, as well as with major Chinese portal websites and social networking service operators which have also launched initiatives in direct competition with our business. The terms and conditions we offer our merchant clients are affected by our competitors' strategies, which as a result affects our cost of operation. Competition also has a direct effect on our ability to retain existing subscribers and attract new subscribers.

        Cost of revenues.    Our profit margin depends directly on the cost of revenues, which consists of the payments we make to our merchant clients for the Wowo Coupons that are redeemed with them. To maintain our profit margin, we must strike a balance between offering attractive coupon prices to our subscribers to attract a critical mass of coupon purchase, and keeping payments to merchant clients at a level that makes offering group buying deals with us a viable business choice for them.

        Marketing expense.    We plan to engage in a variety of different marketing efforts tailored to our targeted subscribers to expand our subscriber base. Expenses incurred for marketing and other promotional efforts may have a negative impact on our revenues, if they prove to be inefficient and do not expand our subscriber base as intended.

        Continued growth of China's economy and the group buying industry in general.    We conduct all of our business and operations in China. Accordingly, our results of operations have been, and are expected to continue to be, affected by the general performance of China's economy. Since the inception of our business, we have benefited from overall economic growth in China. In addition, as a leading group buying service provider, our financial results have been, and are expected to continue to be, affected by the performance of the group buying industry in China.

Net Revenues

        We currently derive substantially all of our net revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make

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payments to the merchant client who provides the goods or services for which the coupons are redeemed on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to us; and (iii) we have released the electronic coupons for the agreed discounted prices to the participating users. We record the gross amount we receive, excluding taxes where applicable, when (i) the Group is the primary obligor in the transaction; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, we record revenue on a net basis when (i) we are not the primary obligor in the transaction; (ii) we collect pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. Our net revenues were nil in 2009 (predecessor) and US$2.6 million in 2010 (predecessor), respectively.

Cost of Revenues

        Our cost of revenues consists of direct costs incurred to generate our revenues, primarily the agreed-upon payments to merchant clients. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of Wowo Coupons by subscribers. Our cost of revenues was nil in 2009 (predecessor) and US$2.2 million in 2010 (predecessor), respectively.

Operating Expense

        The following table sets forth our operating expenses by amount and as a percentage of our net revenues for the periods indicated:

		For the years ended December 31,
		2009 (predecessor)				2010 (predecessor)
		US$		%		US$		%
		(in thousands, except for percentages)
Operating Expenses
	Selling and marketing		—		—		261		9.9
	General and administrative		0.8		N/A		210		8.0
Total operating expenses			0.8		N/A		471		17.9

        Our operating expenses consist of selling and marketing expenses, general and administrative expenses and research and development expenses. Our total operating expenses were US$470,813 in 2010 (predecessor), representing 17.9% of the net revenues of the corresponding periods.

Selling and marketing expenses

        Our selling and marketing expenses primarily consist of salaries and benefits for our merchant consultants, quality control and merchant service representatives, and editorial staff.

        Our selling and marketing expenses were nil in 2009 (predecessor) and US$260,823 in 2010 (predecessor), respectively, representing nil and 9.9% of the net revenues of that year. Going forward, we expect our selling and marketing expenses to increase in absolute terms, as we increase our marketing and promotional efforts to maintain and enhance our brand recognition.

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General and administrative expenses

        Our general and administrative expenses primarily consist of:

•

salaries and benefits for employees, which is the salary and benefit for our management and general administrative staff; and

•

office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses.

        Our general and administrative expenses were US$209,990 in 2010 (predecessor), representing 8.0% of the net revenues of the corresponding periods. Going forward, we expect that our general and administrative expenses will increase as we hire additional personnel and incur additional costs in connection with the expansion of our business and with being a publicly traded company, including the costs of enhancing our internal controls. We expect our general and administrative expenses to increase as we continue to ramp up our operational scale.

Income Tax

        We are subject to PRC EIT on taxable income in accordance with the relevant PRC income tax laws. Our income tax expense was nil in 2009 (predecessor) and US$40,471 in 2010 (predecessor), respectively. We incurred income tax expense in 2010 as we generated taxable income in the PRC.

Critical Accounting Policies

        The preparation of financial statements of Beijing Wowo Tuan and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our management has discussed the development, selection and disclosure of these estimates with our board of directors. Actual results may differ from these estimates under different assumptions or conditions. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

        We believe that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used in the preparation of our consolidated financial statements.

        You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Revenue Recognition

        We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to us; and (iii) we have released the electronic coupons for the agreed discounted prices to the participating users. We record the gross amount we receive, excluding taxes where applicable, when (i) the Group is the primary obligor in the transaction; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, we record revenue on a net basis when (i) we are not

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the primary obligor in the transaction; (ii) we collect pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount was immaterial.

        We use various customer reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as referring a new subscriber or participating in promotional offers, we grant the customer credits that can be redeemed in the future. We accrue the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the consolidated balance sheets and record the corresponding offset to revenue on the consolidated statements of operations. If our judgments regarding estimated customer refunds and accrued costs associated with customer loyalty and reward programs are inaccurate, actual net revenue could differ from the amount we recognize, directly impacting our results of operations.

Goodwill and Long-Lived Intangible Assets with definite life

        Goodwill represents the cost of an acquired business in excess of the fair value of identifiable tangible and intangible net assets purchased. We generally seek the assistance of independent valuation firm in determining the fair value of the identifiable tangible and intangible net assets of the acquired business.

        There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of all of the expected future net cash flows associated with a particular intangible asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Some of the more significant estimates and assumptions inherent in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's economic life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

        Goodwill is tested for impairment at the latest once annually or more frequently if we believe indications of impairment exist. Impairment is tested using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. We currently have one reporting unit.

        If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being the discounted cash flow method. During the date of December 31, 2010, we did not realize any impairment loss on goodwill.

        We generally seek the assistance of an independent valuation firm to determine the fair value of the identifiable tangible and intangible net assets of an acquired business.

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        We can use several methods to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of the expected future net cash flows. We then discount these cash flows to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.

        Estimates and assumptions used in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks of future cash flows, the asset's life cycle and the competitive trends impacting the asset, including any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets have different useful lives.

        Acquired intangible assets are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. In particular, Trade name/Domain name acquired is amortized using the straight-line method to over ten years based on the estimated progression of maintenance of their domain name and its future development plan, giving consideration to the revenue and cash flow associated. User base acquired is amortized using the straight-line method over two years based on the estimated progression of the registered customers through the respective products, giving consideration to the revenue and cash flow associated. Operating system acquired is amortized using the straightline method to over three years based on the estimated progression of the group buying business website, giving consideration to the revenue and cash flow associated.

        We amortize intangible assets with determinable useful lives on a straight-line basis. We evaluate intangible assets with determinable useful lives for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We measure recoverability of long-lived assets to be held and used as part of a cash generating unit by comparing the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If we believe the assets are impaired, the impairment will equal the amount by which the carrying value of the assets exceeds the fair value of the assets.

        Estimates of fair value involve a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Our judgments in determining an estimate of fair value can materially impact our results of operations. We base these valuations on information available as of the impairment review date and on expectations and assumptions that management deems reasonable. Any changes in key assumptions, including unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in impairment charges.

Income Taxes

        In preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. We estimate our actual tax exposure and assess temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include in our consolidated balance sheet. We must then assess the likelihood that we will recover our deferred tax assets from future taxable income. If we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance, we must include an expense within the tax provision in our statement of operations.

        Management must exercise significant judgment to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We base the valuation allowance on our estimates of taxable income in each jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or we adjust these estimates in future periods, we may need to

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establish an additional valuation allowance, which could materially impact our financial position and results of operations.

        U.S. GAAP requires that the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during that period. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. We did not recognize any significant unrecognized tax benefits during the periods presented in this prospectus.

Limited Operating History

        We began our current business operations in March 2010 and, accordingly, we have a very limited operating history upon which you can evaluate the viability and sustainability of our business. It may also be difficult to evaluate the viability of our group buying services as a business model because we may not have sufficient experience to address the risks frequently encountered by early stage companies using new business models and entering new and rapidly evolving markets. In addition, certain of our senior management and employees have worked with us for only a relatively short period of time. Our future results and performance are likely to depend on the success of our group buying services, as well as other services we may launch and that remain untested, and on the synergies that may develop among our senior management in implementing our business model.

Internal Control over Financial Reporting

        Prior to this offering, we were a private company and had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of the consolidated financial statements of Beijing Wowo Tuan for the fiscal years ended December 31, 2009 and 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP; (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP and (iii) lack of risk assessment documentation. The significant deficiencies identified related to (i) inadequate data management of the group buying management system, or GBM; (ii) insufficient capacity of the GBM system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. We have (i) hired a financial controller and a vice financial controller in 2011, (ii) improved the GBM system in early 2011, (iii) established a formal plan to adopt an Online Sales Return System by the end of July 2011 and (iii) established formal policies on approval and review of account applications and account access. We are also in the process of (i) recruiting an internal control director who will work on the requirement of section 404 of the Sarbanes-Oxley Act of 2002 and a tax

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director who will focus on the tax planning and compliance, and strengthening the US GAAP reporting team by hiring more experiences personnel, (ii) preparing a comprehensive accounting manual in accordance with US GAAP and will conduct training for the relevant personnel; and (iii) preparing the risk assessment documentation, and performing the formal evaluation process for evaluating related risks based on such documentation.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. See "Risk Factors—Risks Relating to Our Business and Industry—During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective".

Results of Operations

        The following table presents selected financial data from consolidated statements of operations of Beijing Wowo Tuan for the periods indicated. Our limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of our future performance.

		For the year ended December 31,
		2009 (predecessor)			2010 (predecessor)
		(US$ in thousands)
Consolidated statement of operation data
Net revenues			—			2,633
Cost of revenues			—			2,179
Gross profit			—			454
Other operating income			0.7			—
Operating expenses:
	Selling and marketing		—			261
	General and administrative		0.8			210
Total operating expenses			0.8			471
Loss from operations			—			(17	)
Other expenses			—			0.3
Loss before provision for income tax			(0.1	)		(17	)
Provision for income tax			—			40
Net loss			(0.1	)		(57	)

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Year ended December 31, 2010 compared to year ended December 31, 2009

Net revenues

        We commenced our current business operation in March 2010 and had no operations prior to that. We had net revenues of US$2.6 million in 2010 (predecessor). Substantially all of the net revenues in 2010 were attributable to the sales of Wowo Coupons to our subscribers.

Cost of revenues

        Our cost of revenues was nil in 2009 (predecessor) as we commenced operations in March 2010 and had minimal operations prior to that. Our cost of revenues was US$2.2 million in 2010 (predecessor). Cost of revenue consists of direct costs incurred to generate our revenue, primarily the agreed-upon payments to the merchant clients.

Operating expenses

        Our total operating expenses were US$758 in 2009 (predecessor), before we commenced our current operations. Our total operating expenses were US$470,813 in 2010 (predecessor), representing 17.9% of the net revenue for the same period. Our operating expenses in 2010 primarily consisted of:

•

selling and marketing expenses of US$260,823, representing 9.9% of the net revenues of the same period primarily consist of salaries and benefits for our marketing staff, merchant service representatives, customer service representatives and quality control staff; and

•

general and administrative expenses of US$209,990, representing 8.0% of the net revenues of the same period primarily consist of salaries and benefits for our management and general administrative staff.

Income tax

        Our provision for income tax was US$40,000 in 2010 (predecessor), as we generated taxable income in the PRC.

Net loss

        As a result of the foregoing, we incurred net losses of US$57,000 for the year ended December 31, 2010 (predecessor).

Acquisitions

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 23 leading local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling interests or to acquire such local group buying service providers' businesses.

        For a new company jointly established with a local group buying service provider, Beijing Wowo Tuan typically forms the new entity first and then transfers 49% of the equity interest of the new entity to the selling shareholders and the key employees of the local group buying businesses, as consideration for their employment with such new entity as executives for a certain number of years after the respective date of acquisition. During the term of their employment, those shares transferred to such selling shareholders and key employees are restricted from transfer to third parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders

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and key employees terminate their employment during the agreed employment period. The table below sets forth certain information regarding such 18 acquisitions we made since December 31, 2010:

Name of acquisition target	Date of Acquisition	City of Operations	Consideration (US$)		Name of the newly formed entity	Percentage of Equity Interest Held by Beijing Wowo Tuan(1)
Shenyang 19tuan	December 31, 2010	Shengyang, Liaoning		303,030	Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		100	%(2)
Jinan 0531tuan	December 31, 2010	Jinan, Shandong		151,515	Jinan Wuzhiwu Information Technology Co., Ltd.		100	%
Shijiazhuang Letuaner	January 2011	Shijiazhuang, Hebei		75,758	Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		100	%(2)
Changzhou Bangketuan	January 2011	Changzhou, Jiangsu		75,758	Changzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Changsha Tuankela	January 2011	Changsha, Hunan		374,242	Hunan Wowo Tuan Information Technology Co., Ltd.		100	%(2)
Wuxi Yuzhong	February 2011	Wuxi, Jiangsu		757,576	Wuxi Yuzhong Internet Technology Co., Ltd.		51	%
Shenzhen Xunjie	February 2011	Shenzhen, Guangzhou		454,545	Shenzhen Xunjie Time Media Co., Ltd.		51	%
Fuzhou Baiketuan	March 2011	Fuzhou, Fujian		45,455	—		100	%(3)
Chengdu Beiguo	March 2011	Chengdu, Sichuan		467,697	Chengdu Beiguo Technology Co., Ltd.		60	%
Shanghai Yinqing	March 2011	Shanghai		403,030	—		51	%(3)
Shaoxing Tongchenggou	March 2011	Shaoxing, Zhejiang		75,758	Shaoxing Wowo Tuan Information Technology Co., Ltd.		100	%(2)
Quanzhou Yiwantuan	March 2011	Quanzhou, Fujian		151,515	—		100	%(3)
Jilin Meimeituan	March 2011	Jilin, Jilin		151,515	Jilin Wowo Tuan Technology Co., Ltd.		100	%(2)
Baoding Dulituan	March 2011	Baoding, Hebei		309,091	—		51	%(3)
Guiyang Wowo Tuan	April 2011	Guiyang, Guizhou		60,606	—		100	%(3)
Langfang Wodetuan	April 2011	Langfang, Hebei		75,758	Langfang Wowo Tuan Internet Technology Co., Ltd.		100	%(2)
Xiamen Shantuan	April 2011	Xiamen, Fujian		303,030	Xiamen Wowo Tuan Technology Co., Ltd.		100	%(2)
Ningbo Tangtuan	April 2011	Ningbo, Zhejiang		303,030	Ningbo Wowo Tuan Technology Co., Ltd.		100	%(2)

(1)

Reflects the percentage of equity interest held by Beijng Wowo Tuan as of June 30, 2011, except as otherwise indicated.

(2)

Beijing Wowo Tuan formed the entity and will transfer 49% equity interest of such entity to the original selling shareholders and the key employees of the acquired local group buying businesses. Beijing Wowo Tuan will hold 51% equity interest after the aforementioned transfer is completed.

(3)

The entity is in the process of being formed and the percentage reflects the percentage of equity interest to be held by Beijing Wowo Tuan after the formation of such entity.

        The table below sets forth certain information regarding the five acquisitions of businesses we made since December 31, 2010:

Name of seller	Date of Purchase	City of Operations	Consideration (US$)
Shijiazhuang Jutuaner	February 2011	Shijiazhuang, Hebei		121,212
Hangzhou 54 Tuanzhang	February 2011	Hangzhou, Zhejiang		303,030
Hangzhou Zuituan	February 2011	Hangzhou, Zhejiang		—(1)
Changzhou Jingcaituan	April 2011	Changzhou, Jiangsu		818,182
Guilin Haoletuan	April 2011	Guilin, Guangxi		44,318

(1)

Consideration will be determined based on the future performance of the acquired business.

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Liquidity and Capital Resources

        As of December 31, 2010, we had US$180,899 in cash and cash equivalents. Since our inception, we have funded our working capital requirements and expansion primarily through our operation. We generated positive cash flow from operations in the amount of US$612,147 for the year ended December 31, 2010 (predecessor). We expect annual cash flow from operations to remain positive in the foreseeable future. We generally use this cash flow to fund our operations and meet our other cash operating needs. Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 and the net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor).

        We believe that our current cash balance, anticipated cash flow from operations, and the net proceeds we expect to receive from this offering will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months. See "Use of Proceeds." We may require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash balance is insufficient to meet our requirements, we may seek to sell additional equity securities or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

        The following table sets forth a summary of our cash flows for the periods indicated:

	For the year ended December 31,
	2009 (predecessor)			2010 (predecessor)
	(US$ in thousands)
Net cash provided by (used in) from operating activities		(1	)		612
Net cash used in investing activities		—			(139	)
Net cash provided by (used in) financing activities		2			(300	)
Effect of exchange rate changes		—			3
Cash at the beginning of the period		4			5
Cash at the end of the period		5			181

Net cash provided by (used in) operating activities

        Net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor), which primarily consisted of an account payable of US$480,534 attributable to obligations to our merchant clients as a result of our operations and accrued expenses and other current liabilities of US$293,220 primarily attributable to unpaid salary and welfare, partially offset by accounts receivable of US$102,821 representing payments receivable from third-party payment processors, and a net loss from operation of US$57,178.

        Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 (predecessor).

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Net cash used in investing activities

        Net cash used in investing activities for the year ended December 31, 2010 (predecessor) was US$138,861, consisting primarily of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455.

        We did not use any cash in investing activities in the year ended December 31, 2009.

Net cash provided by (used in) financing activities

        Net cash used in financing activities for the year ended December 31, 2010 (predecessor) was US$300,297, which primarily consisted of an advance to a related party of US$446,882, and was partially offset by an advance for a planned capital injection of US$145,974.

        Cash provided by financing activities in the year ended December 31, 2009 (predecessor) was US$1,683.

        We estimate that we will receive net proceeds of approximately US$             million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$            per ADS. Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in a decrease of RMB             million (US$             million) of the net proceeds from this offering. Conversely, a 10% depreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in an increase of RMB             million (US$ million) of the net proceeds from this offering.

Capital Expenditures

        We made capital expenditures of US$138,861 for the year ended December 31, 2010 (predecessor), which primarily consisted of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455. We did not make any capital expenditures for the year ended December 31, 2009 (predecessor). We expect our capital expenditures in 2011 to primarily consist of the acquisition of businesses and the purchase of property and equipment.

Contractual Obligations and Commercial Commitments

        The following table sets forth our future minimum payments under non-cancelable operating leases of office space with initial terms in excess of one year as of December 31, 2010.

	Years ended December 31
	(US$ in thousands)
2011		51
2012		—
2013		—
2014		—
2015 and thereafter		—
Total		51

Holding Company Structure

        We are a holding company with no material operations of our own. We conduct our operations primarily through our wholly owned subsidiary in China, Wowo Shi Jie, and our consolidated affiliated

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entities in China. Under PRC law, Wowo Shi Jie and each of our consolidated affiliated entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Wowo Shi Jie is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

        After the 13 subsidiaries of Beijing Wowo Tuan make appropriations for their respective statutory reserves and retain any profits, each of their remaining net profits are distributable to Beijing Wowo Tuan, in the form of an RMB dividend. Pursuant to the contractual arrangements between Wowo Shi Jie and Beijing Wowo Tuan, Beijing Wowo Tuan's earnings and cash (including dividends received from its subsidiaries) are used to pay service and license fees in RMB to Wowo Shi Jie, in the manner and amount set forth in these agreements. After paying the withholding taxes applicable to Wowo Shi Jie's revenue and earnings, making appropriations for its statutory reserve requirement and retaining any profits from accumulated profits, the remaining net profits of Wowo Shi Jie would be available for distribution to its sole shareholder, Wowo Holding Limited, and from Wowo Holding Limited to us, although we have not, and do not have any present plan to make such distributions. As of            , the net assets of Wowo Shi Jie and our consolidated affiliated entities which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, was in aggregate US$             million, and the net assets of Wowo Shi Jie and our consolidated affiliated entities which were unrestricted and thus available for distribution was in aggregate US$             million. We do not believe that these restrictions on the distribution of our net assets will have a significant impact on our ability to timely meet our financial obligations in the future.

Off-Balance Sheet Commitments and Arrangements

        We do not currently have any outstanding off-balance sheet arrangements or commitments. We have no plans to enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or commitments.

Inflation

        Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the annual average percentage changes in the consumer price index in China for 2009 and 2010 were of -0.7% and of +3.3%, respectively. The year-over-year percentage changes in the consumer price index for January 2009, 2010 and 2011 were increases of +1.0%, +1.5% and +4.9%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

        Substantially all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

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        The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the revised policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy resulted in a more than 20% appreciation of the RMB against the U.S. dollar in the following three years. Since July 2008, however, the RMB has traded within a narrow range against the U.S. dollar. As a consequence, the RMB has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 20, 2010, the People's Bank of China announced that the PRC government would further reform the RMB exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the RMB exchange rate. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us.

Interest Risk

        Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank accounts. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

Recent Accounting Pronouncements

        In October 2009, the Financial Accounting Standards Board, or FASB, issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence, or VSOE, vendor objective evidence, or VOE, or third-party evidence, or TPE, is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. We do not expect the adoptions of this pronouncement to have a significant impact on our financial position, results of operations or cash flow.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than on a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. We do not expect the adoption of this pronouncement will have a significant effect on our financial position, results of operations or cash flow.

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        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies criteria that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. We do not expect the adoption of this pronouncement to have a significant impact on our financial position, results of operations or cash flow.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. We do not expect the adoption of this pronouncement to have a significant effect on our financial position, results of operations or cash flow.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address the diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. We do not expect the adoption of this pronouncement to have a significant effect on our financial position, results of operations or cash flow.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be

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reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of this pronouncement to will have a significant effect on our financial position, results of operations or cash flow.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma condensed consolidated financial information is derived from the audited financial statements of (1) Beijing Wowo Tuan as of and for the year ended December 31, 2010; (2) Shijiazhuang Chuanglian Technology Co., Ltd. as of and for the year ended December 31, 2010; (3) Changzhou Bangketuan as of and for the year ended December 31, 2010; (4) Wuxi Yuzhong Internet Technology Co., Ltd. as of and for the year ended December 31, 2010; (5) Shenzhen Xunjie Times Media Co., Ltd. as of December 31, 2010 and for the period from May 5, 2010 (business commencement date) to December 31, 2010; (6) Fuzhou Baiketuan as of and for the year ended December 31, 2010; (7) Chengdu Beiguo Technology Co., Ltd. as of December 31, 2010 and for the period from August 20, 2010 (inception date) to December 31, 2010; (8) Shanghai Yinqing Advertising Co., Ltd. as of and for year ended December 31, 2010; (9) Beijing Kaiyishidai Network Technology Co., Ltd. as of December 31, 2010 and for the period from September 27, 2010 (inception date) to December 31, 2010; (10) Xiamen Shantuan as of December 31, 2010 and for the period from May 17, 2010 (inception date) to December 31, 2010; (11) Changzhou Jingcaituan as of December 31, 2010 and for the period from August 2, 2010 (inception date) to December 31, 2010; (12) Ningbo Tangtuan as of December 31, 2010 and for the period from June 13, 2010 (inception date) to December 31, 2010; (13) Langfang Wodetuan as of December 31, 2010 and for the period from October 18, 2010 (inception date) to December 31, 2010, all appearing elsewhere in the prospectus, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The preparation of the unaudited pro forma condensed consolidated balance sheet and statements of operations appearing below is based on financial statement prepared in accordance with U.S. GAAP. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. The objective of the unaudited pro forma condensed consolidated balance sheet and statements of operations is to provide information on the impact of the acquisitions of twelve online group buying business including Shijiazhuang Chuanglian Technology Co., Ltd. and Changzhou Bangketuan in January 2011, Wuxi Yuzhong Internet Technology Co., Ltd. and Shenzhen Xunjie Times Media Co., Ltd. in February 2011, Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Shanghai Yinqing Advertising Co., Ltd. in March 2011, and Beijing Kaiyishidai Network Technology Co. Ltd. and Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan, Langfang Wodetuan in April 2011. We refer these online group buying businesses collectively as the Acquired Businesses.

        The unaudited pro forma condensed consolidated balance sheet as of December 31, 2010 presents adjustments as if the acquisitions of Shijiazhuang Chuanglian Technology Co., Ltd., Changzhou Bangketuan, Wuxi Yuzhong Internet Technology Co., Ltd., Shenzhen Xunjie Times Media Co., Ltd., Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Shanghai Yinqing Advertising Co., Ltd., Beijing Kaiyishidai Network Technology Co., Limited, Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan, Langfang Wodetuan were consummated on December 31, 2010.

        The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses.

        The following unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with our consolidated financial statements, unaudited pro forma condensed consolidated balance sheet and statements of operations and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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        While the unaudited pro forma condensed consolidated financial information is helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed as if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the unaudited pro forma condensed consolidated statement of operations all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods. However, because these adjustments are based on estimates such as the preliminary purchase price allocation and the estimated amortization period for the acquired intangible assets for the Acquired Businesses, the actual consolidated balance sheet and the results of operations may differ significantly from the pro forma amounts reflected below.

Unaudited Pro forma Condensed Consolidated Balance Sheet

	As of December 31, 2010
	Beijing Wowo Tuan(1)			Acquired business(6)			Pro forma Adjustments			Note			Pro forma
Assets
Current assets:
Cash and cash equivalents	$	180,899		$	555,960		$	(12,962	)		(5	)	$	723,897
Accounts receivable		105,318			16,899			(16,899	)		(5	)		105,318
Prepaid expenses and other current assets		45,735			932,206			(439,904	)		(5	)		538,037
Amount due from related parties		457,736			1,048,784			—						1,506,520
Total current assets		789,688			2,553,849			(469,765	)					2,873,772
Property and equipment, net		102,319			223,974			—						326,293
Acquired intangible assets, net		661,242			—			1,073,789			(2	)		1,735,031
Goodwill		1,840,346			—			4,856,221			(2	)		6,696,567
Total Assets		3,393,595			2,777,823			5,460,245						11,631,663
Current liabilities:
Accounts payable		492,205			1,312,040			(47,518	)		(5	)		1,756,727
Accrued expenses and other current liabilities		709,401			375,928			(6,828	)		(5	)		1,078,501
Amount due to related parties		2,367			1,051,275			—						1,053,642
Income tax payable		41,454			43,125			—						84,579
Total current liabilities		1,245,427			2,782,368			(54,346	)					3,973,449
Deferred tax liabilities		135,114			—			—						135,114
Total Liabilities		1,380,541			2,782,368			(54,346	)					4,108,563
Registered/Paid-in capital		2,070,501			1,581,836			2,010,832						5,663,169
Accumulated deficit		(58,235	)		(1,679,227	)		1,679,227						(58,235	)
Accumulated other comprehensive income		788			92,846			(92,846	)					788
Total Beijing Wowo Tuan's Equity		2,013,054			(4,545	)		3,597,213						5,605,722
Noncontrolling interests		—			—			1,917,378			(2	)		1,917,378
Total Equity		2,013,054			(4,545	)		5,514,591						7,523,100
Total Liabilities and Equity	$	3,393,595		$	2,777,823		$	5,460,245					$	11,631,663

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Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the year ended December 31, 2010
		Beijing Wowo Tuan(1)			Acquired business(6)			Pro forma Adjustments			Note			Pro forma
Net revenues		$	2,633,522		$	9,439,101		$	—					$	12,072,623
Cost of revenues			(2,179,120	)		(7,891,633	)		(143,974	)		(3	)		(10,214,727	)
Gross profit			454,402			1,547,468			(143,974	)					1,857,896
Operating expenses:
	Selling and Marketing		(260,823	)		(760,943	)		(137,420	)		(3	)		(1,159,186	)
	General and administrative		(209,990	)		(1,097,381	)		(10,832	)		(3	)		(1,318,203	)
Total operating expenses			(470,813	)		(1,858,324	)		(148,252	)					(2,477,389	)
Loss from operations			(16,411	)		(310,856	)		(292,226	)					(619,493	)
Interest income			—			1,608			—						1,608
Other expense			(296	)		(514	)		—						(810	)
Loss before provision for income tax			(16,707	)		(309,762	)		(292,226	)					(618,695	)
Provision (benefit) for income tax			40,471			42,100			(73,057	)		(3	)		9,514
Net loss			(57,178	)		(351,862	)		(219,169	)					628,209
Net loss attributable to noncontrolling interest			—			—			168,063			(4	)		168,063
Net loss attributable to Beijing Wowo Tuan's shareholder		$	(57,178	)	$	(351,862	)	$	(51,106	)				$	460,146

(1)

Amount reflects Shenyang 19tuan and Jinan 0531tuan as the acquisition of both businesses consummated on December 31, 2010.

(2)

The following table summarizes the fair values of the assets acquired and liabilities assumed for the acquisitions consummated in 2011.

Net tangible assets acquired	$	678,278
Acquired intangible assets		1,073,789
Goodwill		4,856,221
Noncontrolling interests		(1,917,378	)
Total consideration	$	4,690,910

Note 1:

Noncontrolling interests arose as a result of following acquisitions:

Wuxi Yuzhong	$	727,867
Shenzhen Xunjie		433,238
Chengdu Beiguo		369,048
Shanghai Yinqing		387,225
	$	1,917,378

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Detail information of each acquisition is as follows:

a)

Acquisition of Shijiazhuang Letuaner

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% online group buying service business of Shijiazhuang Chuanglian Technology Co., Ltd., or Shijiazhuang Letuaner, that was consummated in January 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Shijiazhuang Letuaner to the original shareholder and key employees of Shijiazhuang Chuanglian Technology Co., Ltd. for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $75,758 (RMB0.5 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	13,389
Acquired intangible assets		61,819
Goodwill		550
Total consideration	$	75,758

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Shijiazhuang Letuaner, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example, if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $3,232.

b)

Acquisition of Changzhou Bangketuan

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% interest in Changzhou Bangketuan that was consummated in January 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Bangketuan to the original shareholders and key employees of Changzhou Bangketuan for their continuing employment with Changzhou Bangketuan for the next three years from the acquisition date. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $75,758 (RMB0.5 million) is comprised of cash payment only.

The purchase price for the acquisitions was preliminarily allocated as follows:

Net tangible assets acquired	$	26,833
Acquired intangible assets		28,031
Goodwill		20,894
Total consideration	$	75,758

The intangible assets include domain name, user base and operating system.

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Upon finalization of the purchase price allocation regarding the acquisition of Changzhou Bangketuan, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $1,316.

c)

Acquisition of Wuxi Yuzhong

This reflects the preliminary purchase price allocation in relation to the acquisition of 51% equity interest in Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") that was consummated in February 2011. Beijing Wowo Tuan newly injected capital of $303,030 (RMB2 million) into Wuxi Yuzhong, and paid $454,546 (RMB3 million) to Wuxi Yuzhong's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Wuxi Yuzhong. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $757,576 (RMB5 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	211,212
Acquired intangible assets		194,546
Goodwill		1,079,685
Noncontrolling interests		(727,867	)
Total consideration	$	757,576

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Wuxi Yuzhong, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $4,326.

d)

Acquisition of Shenzhen Xunjie

This reflects the preliminary purchase price allocation in relation to the acquisition of 51.2% equity interest in Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") that was consummated in February 2011. Beijing Wowo Tuan newly injected capital of $454,545 (RMB3 million) to Shenzhen Xunjie to acquire 51.2% equity interest of Shenzhen Xunjie. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and no intangible assets in relation to this acquisition were noted.

The purchase price of $454,545 (RMB3 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	266,689
Goodwill		621,094
Noncontrolling interest		(433,238	)
Total consideration	$	454,545

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e)

Acquisition of Fuzhou Baiketuan

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% business of Fuzhou Baiketuan that was consummated in March 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees for their continuing employment with Fuzhou Baiketuan for the next three years from the acquisition date. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $45,455 (RMB0.3 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	1,061
Acquired intangible assets		44,394
Goodwill		—
Total consideration	$	45,455

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Fuzhou Baiketuan, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $2,798.

f)

Acquisition of Chengdu Beiguo

This reflects the preliminary purchase price allocation in relation to the acquisition of 56% equity interest in Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of $227,273(RMB1.5 million) into Chengdu Beiguo , and paid $242,424 (RMB1.6 million) to Chengdu Beiguo's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 56% equity interest of Chengdu Beiguo. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $469,697 (RMB3.1 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	73,939
Acquired intangible assets		126,818
Goodwill		637,988
Noncontrolling interest		(369,048	)
Total consideration	$	469,697

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Chengdu Beiguo, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $4,416.

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g)

Acquisition of Shanghai Yinqing

This reflects the preliminary purchase price allocation in relation to the acquisition of 51% equity interest in Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of $303,030 (RMB2 million) into Shanghai Yinqing, and paid $100,000 (RMB0.66 million) to Shanghai Yinqing's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Shanghai Yinqing. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and no intangible assets in relation with this acquisition were noted.

The purchase price of $403,030 (RMB2.66 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	(274,724	)
Goodwill		1,064,979
Noncntrolling interest		(387,225	)
Total consideration	$	403,030

h)

Acquisition of Beijing Kaiyishidai

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% equity interest of Beijing Kaiyishidai Network Technology Co., Ltd. ("Beijing Kaiyishidai") that was consummated in March 2011. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $909,091 (RMB6 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	63,636
Acquired intangible assets		121,818
Goodwill		723,637
Total consideration	$	909,091

The intangible assets include domain name, customer relationship, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Beijing Kaiyishidai, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $3,860.

i)

Acquisition of Langfang Wodetuan

This reflects the preliminary purchase price allocation in relation to the acquisition of Langfang Wodetuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

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The purchase price of $75,758 (RMB0.5 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	1,908
Acquired intangible assets		32,727
Goodwill		41,123
Total consideration	$	75,758

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Langfang Wodetuan, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $1,668.

j)

Acquisition of Xiamen Shantuan

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% interest of Xiamen Shantuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Xiamen Shantuan to the original shareholder and the key employees for their continuing employment with Xiamen Shantuan for the next three years from the acquisition date. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $303,030 (RMB2 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	9,242
Acquired intangible assets		169,091
Goodwill		124,697
Total consideration	$	303,030

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Xiamen Shantuan, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $6,383.

k)

Acquisition of Changzhou Jingcaituan

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% interest of Changzhou Jingcaituan that was consummated in April 2011. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

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The purchase price of $818,182 (RMB5.4 million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	283,788
Acquired intangible assets		131,818
Goodwill		402,576
Total consideration	$	818,182

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Changzhou Jingcaituan, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $6,367.

l)

Acquisition of Ningbo Tangtuan

This reflects the preliminary purchase price allocation in relation to the acquisition of 100% interest Ningbo Tangtuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employees for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date. The allocation of the purchase price was based on preliminary internal studies and discussions with an independent third party valuation firm and is subject to refinement regarding the value assigned to the intangible assets acquired.

The purchase price of $303,030 (RMB2million) is comprised of cash payment only and is preliminarily allocated as follows:

Net tangible assets acquired	$	1,305
Acquired intangible assets		162,727
Goodwill		138,998
Total consideration	$	303,030

The intangible assets include domain name, user base and operating system.

Upon finalization of the purchase price allocation regarding the acquisition of Ningbo Tangtuan, the value of acquired intangible assets and the related amortization expenses on the acquired intangible assets may materially be modified. For example if the value of intangible assets were to increase by approximately 15%, the amortization expense for the year ended December 31, 2010 would increase by approximately $4,555.

(3)

Adjustments comprise of the following

•

Adjustments of $174,721 reflects amortization of intangible assets as if the Acquired Businesses were acquired on the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses. Tax effects of amortization charges of $43,680 were adjusted based on respective statutory tax rate of 25%.

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•

Beijing Wowo Tuan was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Mr. Maodong Xu and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, Beijing Wowo Tuan has applied the push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill was reflected in the consolidated balance sheet of Beijing Wowo Tuan as of December 31, 2010, including elsewhere in this prospectus. Accordingly, adjustments of $117,505 reflects amortization of intangible assets of Beijing Wowo Tuan as if push down accounting to the transaction applies on January 1, 2010. Tax effects of amortization charges of $29,377 were adjusted based on respective statutory tax rate of 25%.

•

The adjustments of the amortization of intangible assets as described above are included in the pro forma as follows:

Cost of revenues	$	143,974
Selling and marketing		137,420
General and administrative		10,832
		292,226

(4)

Adjustments of $168,063 reflects net loss attributable to noncontrolling interests which are due to the operating results of acquired businesses during 2010.

(5)

Adjustment to eliminate the specified assets and liabilities not acquired or assumed by Beijing Wowo Tuan in connection with acquisition of Shijiazhuang Letuaner:

	As of December 31
	2010
Cash and cash equivalents	$	12,962
Accounts receivable		16,899
Prepaid expenses and other current assets		439,904
		469,765
Accounts payable		47,518
Accrued expenses and other current liabilities		6,828
	$	54,346

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(6)    Historical financial information of the Acquired Businesses is as follows:

Balance sheet as of December 31, 2010

	Acquired businesses
Assets	Shijiazhuang Chuanglian Technology Co., Ltd.			Wuxi Yuzhong Internet Technology Co., Ltd.			Shenzhen Xunjie Times Media Co., Ltd.			Fuzhou Baiketuan			Chengdu Beiguo Technology Co., Ltd.		Shanghai Yinqing Advertising Co., Ltd.			Beijing Kaiyishidai Network Technology Co., Ltd.		Langfang Wodetuan			Changzhou Jingcaituan			Changzhou Bangketuan			Xiamen Shantuan			Ningbo Tangtuan			Total acquired business
Current assets:
Cash and cash equivalents		33,692			249,197			4,295			—			2,284		102,450			118,512		—			38,360			—			—			7,170			555,960
Accounts receivable		16,899			—			—			—			—		—			—		—			—			—			—			—			16,899
Prepaid expenses and other current assets		454,758			2,006			—			—			32,076		265,242			—		—			172,883			—			4,847			394			932,206
Amount due from related parties		—			136,079			229,513			—			295,142		388,050			—		—			—			—			—			—			1,048,784
Total current assets		505,349			387,282			233,808			—			329,502		755,742			118,512		—			211,243			—			4,847			7,564			2,553,849
Property and equipment, net		21,495			50,779			38,081			7,535			—		25,479			6,344		4,926			51,084			5,812			8,689			3,750			223,974
Total Assets		526,844			438,061			271,889			7,535			329,502		781,221			124,856		4,926			262,327			5,812			13,536			11,314			2,777,823
Current liabilities:
Accounts payable		77,750			351,783			102,937			—			152,775		296,569			—		—			—			—			241,521			88,705			1,312,040
Accrued expenses and other current liabilities		29,095			47,659			25,332			7,815			9,893		130,621			103,606		8,703			22,480			6,220			18,545			10,873			375,928
Amount due to related parties		—			—			—			—			—		1,006,361			—		—			—			—			—			—			1,051,275
Income tax payable		—			—			—			1,222			22,769		—			1,525		8,892			7,425			1,292			—			—			43,125
Total current liabilities		106,845			399,442			128,269			9,037			185,437		1,433,551			105,131		17,595			29,905			7,512			260,066			99,578			2,782,368
Deferred tax liability		—			—			—			—			—		—			—		—			—			—			—			—			—
Total Liabilities		106,845			399,442			128,269			9,037			185,437		1,433,551			105,131		17,595			29,905			7,512			260,066			99,578			2,782,368
Registered/Paid-in capital		372,777			146,501			147,189			73,806			75,284		60,410			14,945		75,256			295,247			146,479			146,469			14,637			1,581,836
Accumulated deficit/Retain earnings		(34,971	)		(110,102	)		(7,709	)		(77,347	)		66,687		(706,987	)		4,465		(89,059	)		(71,136	)		(153,308	)		(397,299	)		(102,462	)		(1,679,227	)
Accumulated other comprehensive income		82,193			2,220			4,140			2,039			2,094		(5,753	)		315		1,134			8,311			5,129			4,300			(439	)		92,846
Total Equity		419,999			38,619			143,620			(1,502	)		144,065		(652,330	)		19,725		(12,669	)		232,422			(1,700	)		(246,530			(88,264	)		(4,545	)
Total Liabilities and Equity		526,844			438,061			271,889			7,535			329,502		781,221			124,856		4,926			262,327			5,812			13,536			11,314			2,777,823

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        Statement of operation for the period from the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses:

		For the year ended December 31, 2010
		Acquired businesses
		Shijiazhuang Chuanglian Technology Co., Ltd.			Wuxi Yuzhong Internet Technology Co., Ltd.			Shenzhen Xunjie Times Media Co., Ltd.			Fuzhou Baiketuan			Chengdu Beiguo Technology Co., Ltd.			Shanghai Yinqing Advertising Co., Ltd.			Beijing Kaiyishidai Network Technology Co., Ltd.			Langfang Wodetuan			Changzhou Jingcaituan			Changzhou Bangketuan			Xiamen Shantuan			Ningbo Tangtuan			Total acquired business
Net revenues		$	777,774		$	1,296,305		$	662,877		$	285,361		$	1,121,553		$	1,231,737		$	65,210		$	410,619		$	1,245,805		$	450,644		$	1,035,692		$	697,429		$	9,439,101
Cost of revenues			575,425			1,110,086			526,771			236,950			970,857			935,110			22,265			327,439			1,114,373			373,368			910,777			630,117			7,891,633
Gross profit			202,349			186,219			136,106			48,411			150,696			296,627			42,945			83,180			131,432			77,276			124,915			67,312			1,547,468
Operating expenses:
	Selling and Marketing		87,184			49,598			78,222			11,597			12,923			313,363			14,797			19,382			41,068			26,864			61,962			54,514			760,943
	General and administrative		121,407			235,322			65,593			32,042			48,857			279,777			22,195			29,073			61,603			45,369			93,569			52,043			1,097,381
Total operating expenses			208,591			284,920			143,815			43,639			61,780			593,140			36,992			48,455			102,671			72,233			155,531			106,557			1,858,324
Loss from operations			(6,242	)		(98,701	)		(7,709	)		4,772			88,916			(296,513	)		5,953			34,725			28,761			5,043			(30,616	)		(39,245	)		(310,856	)
Interest income			1,101			274			—			—			—			—			—			—			233			—			—			—			1,608
Other expense			(148	)		(250	)		—			—			—			—			—			—			—			—			(116	)		—			(514	)
Loss before provision for income tax			(5,289	)		(98,677	)		(7,709	)		4,772			88,916			(296,513	)		5,953			34,725			28,994			5,043			(30,732	)		(39,245	)		(309,762	)
Provision (benefit) for income tax			—			—			—			(1,193	)		(22,229	)		—			(1,488	)		(8,681	)		(7,248	)		(1,261	)		—			—			(42,100	)
Net loss		$	(5,289	)	$	(98,677	)	$	(7,709	)	$	3,579		$	66,687		$	(296,513	)	$	4,465		$	26,044		$	21,746		$	3,782		$	(30,732	)	$	(39,245	)	$	(351,862	)

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OUR BUSINESS

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011. According to web traffic data on Alexa.Chinaz.com, for the week ended on June 30, 2011, Wowo Tuan had more than one million daily unique IP address visits on average, ranking us among the top three pure group buying service providers in China.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular Wowo Coupon exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, bakeries, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires.

        In addition, we have recently launched Wowo Platform, which provides a group buying aggregate service to address a consumer need previously underserved by the typical group buying business model. Wowo Platform is an open platform through which group buying service providers, commissioned agents and local merchants may place their daily group buying deal offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals of life style products and services. On a typical day, there are over 22,000 group buying deals available on Wowo Platform. By the end of August 2011, we plan to launch LBS, which enables consumers to search for group buying deals or promotional offers on Wowo Platform in their immediate proximity using the GPS function on their mobile devices.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 23 leading local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. As of June 30, 2011, we had 4.5 million subscribers at Wowo Tuan, and over one million daily unique IP address visits to our websites on average. For the three months ended June 30, 2011, we featured over 19,000 group buying deals on

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Wowo Tuan and sold approximately 3.8 million Wowo Coupons. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our gross profit is the portion of the revenues we retain after paying agreed upon fees to the featured merchant clients. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor).

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Superior User Experience and Strong Brand Recognition.    We believe that keeping our subscribers satisfied with our services is critical to our success. Each day, we try to select the most attractive discounted local goods and service deals for our subscribers, and our editorial staff provides informative and engaging descriptions to highlight the featured group buying deals. We have a completely open return policy for unused Wowo Coupons or if our subscribers are dissatisfied with their experience with us or the local merchants. We have on-the-ground merchant service representatives and quality control staff in each local market we operate to ensure customer satisfaction when Wowo Coupons are redeemed with local merchants. Our localized merchant consultant, merchant service and quality control teams, call center team, GEM and tailor-made service plans for local merchant clients are all measures we have taken to ensure customer satisfaction. To help local merchants improve the quality of their future deals, we assist merchant clients in coming up with their deal structure at the initial stage, help the local merchant manage coupon redemption during a deal, and provide detailed analysis and feedback to them after a group buying deal is completed. In addition, we have built two centralized 24 × 7 call centers that employ advanced and scalable technology dedicated to subscriber and merchant support, respectively. Our call centers provide a variety of services, such as service and product refunds, complaint processing and general information services. In February 2011, we were the first Chinese group buying service provider to meet ISO9001 standard, an internationally recognized certificate for quality management of business published by the International Organization for Standardization. Through our focus on subscriber experience and satisfaction, our subscribers have come to trust us for our quality deals. According to the Analysys Report, Wowo Tuan ranked first among group buying service providers in seven of the eight major markets surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai, in a market survey of brand recognition among local merchants in these cities.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. Almost all of our subscribers purchase deals from businesses in close proximity to where they live or work. Because of China's diversified culture and population, strong local knowledge and presence are extremely important to the long-term success of our business. Our local operation teams in 146 cities have extensive local knowledge and experience, which we believe provide us with a unique competitive advantage and enable us to establish a favorable working relationship with local merchants. In addition, in order to secure the best talent in certain local markets, Beijing Wowo Tuan has entered into agreements with 23 leading local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. This strategy allows us to quickly penetrate into such local market where a local group buying business leader has already emerged. We provide the local operators with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquired their in-depth knowledge of the local community and culture, their dedicated sales team and their established subscriber bases.

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        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    To further strengthen our ability to provide effective and differentiated marketing solutions to local merchants, we have developed GEM which combines a table-top hardware device installed at local merchants' sites with proprietary software system. Our GEM provides two important functions to local merchants who participate in our group buying deals. First, GEM simplifies and increases the efficiency of Wowo Coupon redemption process by enabling the local merchants to process the Wowo Coupons electronically when they are submitted for redemption. The instant coupon verification reduces queues during peak business hours and improves subscriber experience. Secondly, the combination of GEM and our subscriber database provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expired. For example, our merchant clients may send short messages of promotional deals through our system to their customers who have previously participated in their group buying deals. We believe our GEM is a unique solution which differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China. Mr. Xu has over two decades of experiences in managing China-based technology companies. He founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province, between 1992 and 2000. He also founded one of the largest wireless messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platforms in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China such as Alibaba, Baidu, China Mobile, Google China and Focus Media.

Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to focus on enhancing subscriber experience by adding new features to our services.    Our brand and large subscriber base are the key factors to local merchants that make them choose to do business with us. We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, such as offline promotional events and redesigning our websites to make it more user friendly for new subscribers, among other things. In addition, we plan to maintain a high retention rate of existing subscribers by continuing to focus on maximizing customer satisfaction. We plan to enhance user experience by improving our EDM distribution with more targeted coupon information to our subscribers based on their location and personal preferences. Moreover, we have launched and will continue to develop new social media functions on our websites to facilitate information sharing and improve user experience.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    In order to build and maintain long-term relationships with our local merchant clients, we will continue to provide innovative marketing solutions to them. Our merchant consultants have first-hand knowledge of the local communities they serve, speak the local dialects, and are experts in the respective service sectors in which they specialize. We will continue to find new ways to attract additional subscribers and merchants to transact business over our websites. For example, we work closely with local food services industry

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associations to promote quality and safety among our local restaurant merchants. We have also designed innovative marketing programs for large multinational corporations, such as Nestle, to promote their brand by hosting charity events sponsored by them exclusively for our subscribers.

        In addition, we plan to maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers. One of the most pressing needs of local merchants is to enhance long-term returns on their advertising investments, whether through offering deeply discounted services on our websites, placing an advertisement in local newspapers, buying a banner on an Internet website or purchasing key words from Internet search service providers. The combination of our GEM devices and subscriber database enables our merchant clients to reach their target customers with new promotional deals. In the future, we plan to add additional functions to our hardware and software solutions for our local merchant clients.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We believe offering LBS-based discounted deals of life style products and services on consumers' mobile devices will be well received by consumers and have great growth potentials in the foreseeable future. Currently, a challenge of group buying services in China is the lack of variety of available discount offerings in the proximity of a given location at a given time. We are unique among Chinese group buying service providers in offering a complementary group buying aggregation service through Wowo Platform. We plan to introduce a great variety and choices of group buying deals to our subscribers on Wowo Platform by aggregating deals from other group buying service providers, commissioned agents and local merchants. Our local merchant clients may initiate their own promotional deals on Wowo Platform through our proprietary GEM. As a result, our LBS applications on Wowo Platform will provide more choices and deliver more relevant discounted deals to our subscribers based on their needs.

        Increase Our Market Penetration With Vertical Channel Offerings.    We have recently launched four vertical group buying channels on Wowo Tuan for travel, hotels, beauty products and services, and other life style goods. We believe the vertical channels will allow our subscribers to easily find the deal information they seek. Vertical channels will also increase the number of local merchant clients we can serve beyond the ones that offer featured new deals every day. We will continue to evaluate our vertical market strategy and may expand our group buying channels to other attractive life style products and services.

Our Business

Wowo Tuan

        Wowo Tuan provides our subscribers Wowo Coupons for "good deals everyday at very low prices" and enables local merchants to reach a large number of potential online consumers without paying any advertising fees. A typical Wowo Coupon offers our subscribers a deal at 50% to 80% off the original price. A Wowo Coupon normally has a redemption period of one to three months from the date of the deal is offered. To enhance the effectiveness of our group buying deals and provide the merchant clients who offer such deals with the most value of their investment, we only feature a limited number of new deals, typically one to five per city, or for large metropolitan areas, per district, each day on our websites. To better manage our deals and facilitate our subscribers' search, we categorize our group buying deals into four vertical channels: travel, hotels, beauty products and services, and other life style goods. Local merchants from a wide variety of industries offer group buying deals on Wowo Tuan. The composition of our deals in terms of contribution to total revenues for 2010 was as follows: 35% for food services, 19% for beauty products and services, 19% for entertainment, 10% for retail goods, 9% for travel and hotels, and the remaining 8% for others. The composition of our deals is affected by factors such as seasonality. For example, during summer season, Wowo Coupons for movie tickets may sell better while Wowo Coupons for outdoor activities may be in higher demand during spring and fall.

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In choosing featured group buying deals, we take such factors into consideration and offer deals that attract a critical mass of subscribers the local merchants desire.

Case Study: Sushi Buffet at Tian Lu Sushi Shops in Tianjin

        The Merchant:    Tian Lu Sushi is a premier sushi shop in Tianjin. It has eight chain stores in local areas and one of the stores had just opened for business in a newly developed shopping center. It needed advertising to bring in new customers.

        The Deal:    On April 26, 2011, our website showed the following deal in Tianjin that offered a RMB114 sushi buffet including soft drinks for RMB49, a 57% discount. The Wowo Coupon could be redeemed at any of the eight stores of Tian Lu Sushi.

        The Results:    Over 4,000 Wowo Coupons were sold within three days. The store manager was extremely pleased with the number of new customers we brought to the stores within a short period of time. Subsequently, the merchant client offered two more group buying deals through us, one in May 2011 and another in June 2011. As of June 30, 2011, over 6,000 purchasers of Wowo Coupons on Tian Lu Sushi's group buying deals signed up for memberships offered by Tian Lu Sushi.

Case Study: Fresh Fruit Dessert at Tanglau Shan in Guangzhou

        The Merchant:    Tanglau Shan is a popular dessert destination in Southern China. It has nine stores in Guangzhou. To jump-start summer sales, Tanglau Shan offered 50% discount Wowo Coupons on our website between May 30 and June 2, 2011.

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        The Deal:    On May 30, 2011, our website show-cased the following deal in Guangzhou that offered a RMB7.5 Wowo Coupon for a fresh fruit dessert which had a face value of RMB15 and was redeemable at any of Tanglau Shan stores between May 30 and June 25, 2011.

        The Results:    Over 10,000 Wowo Coupons were sold. Our GEMs were installed at each of the nine Tanglau Shan stores to expedite the coupon verification process. Because most of the redemptions happened during the first week and between the peak time of 5pm to 7pm, our GEMs greatly shortened the waiting time at the cashier for our subscribers and enhanced the customer experience for Tanglau Shan. In addition, Tanglau Shan gained valuable customer information such as the stores at which our subscribers redeemed the Wowo Coupons. This information allowed Tanglau Shan to plan subsequent store-specific promotions through our database to a subset of group buying customers we helped to attract to its stores.

Wowo Platform

        Because local merchants value the focused attention of our subscribers, Wowo Tuan only offers a limited number of new deals per day per city or, for a large metropolitan area, per district. However, when our subscribers come to Wowo Tuan to look for a specific type of deal, they may not find such type of deal on a given day or at the proximity of their locations. To provide our subscribers with more varieties and choices, we have recently launched Wowo Platform. Wowo Platform is an open platform where group buying companies and commissioned agents may place their daily group buying deal offerings. Local merchants can initiate and upload their promotional deals such as e-coupons to Wowo Platform through our GEM system. Wowo Platform offers several search functions for consumers to find a deal for the exact type of product or service they seek. By the end of August 2011, we plan to launch LBS through which our subscribers can access and search over 22,000 group buying deals available on Wowo Platform on a typical day.

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Our Guest Electronic Management System

        We recently developed the GEM system which consists of a table-top hardware device that is installed at a local merchant's cashier as well as a web-based application that a local merchant may access through the Internet. GEM is connected to our central servers via the Internet or the 3G wireless network. GEM provides two important functions to our local merchant clients who offer group buying deals on our website. First, GEM enables immediate coupon verification when our subscribers redeem Wowo Coupons with the local merchants. When popular group buying deals such as discounted movie tickets are redeemed, customers may wait in line for a long time while cashiers verify the coupon security code with the group buying service provider. GEM can complete the coupon verification within seconds thereby greatly reducing queue time. Second, GEM provides local merchants with interactive marketing capability for tracking user redemption activities. Through our centralized server, the local merchants may reach such existing customers with follow-up deals or promotions after their group buying deals on Wowo Tuan are completed.

        The key hardware components include a numerical key board, a two-dimensional barcode reader, a touch screen and a small printer.

        When a subscriber purchases a Wowo Coupon, an SMS message is sent to the subscriber's mobile phone. The message contains coupon information, the description of the goods or services purchased, a two-dimensional barcode and a back-up security code. When redeeming the Wowo Coupon, a subscriber can simply swipe the two-dimensional barcode on the GEM and the coupon verification is completed within seconds. In case of unexpected network failure, the local merchant may always use our service hotline to verify the Wowo Coupons with the back-up security code.

An Illustration of Two-dimensional Barcode

        The main function of our web-based software is to provide interactive marketing solutions to our merchant clients. After the expiration of a featured Wowo Coupon, the local merchant may continue to use our software to send promotional messages to group buying customers through our centralized server. We plan to offer additional interactive marketing solutions to our merchant clients to enable them to reach new customers using our data mining technology.

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Our Consolidated Affiliated Entities

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 23 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. Beijing Wowo Tuan typically forms a new entity first and transfers 49% or less of the equity interest of the new entity to the selling shareholders of the local group buying businesses as considerations for their continuing employment with the new entity as executives for a certain number years after the date of acquisition. During the term of their employment, those shares transferred to the selling shareholders are restricted from transfer to third-parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders terminate their employment before the end of the required employment period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions."

        This strategy allows us to quickly establish a leadership presence in selected local markets by teaming up with the best local talents. In identifying these local operating teams, we evaluated nearly 300 different local group buying businesses throughout China. Our selection of these teams was based on their local market position and quality of management.

        We provide the local operating teams with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquire their in-depth knowledge of the local community and culture, their dedicated sales team and established subscriber database.

Our Subscribers and Subscriber Acquisition

        Our subscriber base has increased significantly from 0.4 million as of December 31, 2010 to 4.5 million as of June 30, 2011, due to our organic growth as well as the acquisition of subscribers from the local group buying service providers.

        We grow our subscriber base through word-of-mouth and online and other marketing initiatives. In the first six months of 2011, offline marketing programs, including digital outdoor media advertisements, bus advertisements and metro walkway advertisements, accounted for the majority of our advertising activities. Our marketing strategy in the early development stage of the group buying industry is to build brand awareness among consumers and local merchants. As our subscriber base continues to grow, we are spending an increasingly larger part of our advertising budget on online marketing programs such as search engine marketing, group buying portal marketing, Internet display advertisements, online promotional activities and most importantly, email direct marketing, or EDM. We believe that going forward, online marketing and our EDM operation will account for most of our advertising spending. We have invested and will continue to invest in data mining technology in order to provide the most relevant information to our subscribers through EDM.

        We also distribute our coupon deals through our online affiliates, mobile messaging applications and social networks. For example, in June 2011, we entered into a distribution agreement with Tencent to increase our reach to online consumers in China.

Our Merchant Clients

        The group buying deals we offer to our subscribers are provided by our local merchant clients. We typically do not enter into long-term contractual relationships with our local merchant clients. Our merchant consultants are responsible for developing and maintaining deal-based cooperative relationships with our local merchant clients. Our merchant clients are from a wide range of retail and service industries, including restaurants, hotels, beauty products merchants and life style products and services providers. Since the inception of our business on March 20, 2010 to June 30, 2011, we had

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served approximately 14,000 local merchant clients in 146 cities throughout China. Having a large number and a wide variety of merchant clients enables us to continue to offer high-quality group buying deals to our subscribers on a daily basis.

Our Operations

        Our organization is built to serve the needs of our subscribers and our local merchant clients. Besides administrative personnel, our operation teams include:

        Merchant Consultants.    We believe that maintaining strong relationships with our local merchant clients is critical to the long-term success of our business model. We have built a team of over 2,800 merchant consultants nationwide to develop cooperative relationships with new merchant clients and serve our existing merchant clients. Our merchant consultants are based in each local market where we operate and are responsible for providing innovative sales and marketing solutions to our local merchant clients. We place particular emphasis on our merchant consultants' local and specialized knowledge. Our merchant consultants know the local community they serve and can speak the local dialect with the local merchant clients. In addition, each merchant consultant typically focuses on a few particular business sectors, and is able to provide valuable advices to local merchants on operations and advertising strategy in his specialized business sectors.

        Quality Control Staff and Merchant Service Representatives.    Our quality control department is responsible for checking the quality of the local merchant services prior to the signing of a group buying contract and for ensuring subscriber satisfaction when they redeem Wowo Coupons. Once a contract for a group buying deal is signed, one of our merchant service representatives visits the local merchant client to introduce our services and provides a plan for the Wowo Coupon redemption process. The merchant consultant on the deal also assists the merchant before, during and after the entire coupon redemption period.

        Editorial Staff.    As local merchants in China are typically not experienced in producing high quality marketing materials on their own, our editorial department works with local merchants to create editorial descriptions and graphic designs for the group buying deals we feature on our websites. Our editorial staff include designers who create the web presentation and descriptive content of the featured deal and professional photographers who take pictures for the web presentation at the merchants' sites. We have implemented a strict internal control and review process to ensure the quality of the content shown on our websites. Because of the cultural diversity in China, our editorial staff is based locally in the cities in which we operate, and is capable of producing editorial content based on the local culture and dialect.

        Customer Service Representatives.    Our customer service representatives in our call centers are available via phone or e-mail 24 hours a day. We have two centralized locations for our call center services, in Rizhao, Shangdong Province and in Beijing. Our customer service team provides a variety of services such as complaint processing, service or product refunds and general information services.

        Technology.    We have a team of engineers with various expertise to support our websites and our GEM operations. We devote significant resources to improve the functions of our website and create new social functions to improve the subscriber experience. By providing the most relevant discount information to our subscribers through targeted EDM using data mining technology, we can increase the efficiency of our marketing campaigns.

        Local Logistics Staff.    We outsource most of our product deliveries to local logistics companies. We offer group buying of retail goods as a means to increase subscriber stickiness to our website. As of June 30, 2011, we employed 68 local logistics personnel.

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Network Security

        Our data center serves the important functions of supporting transactions on our websites. We have installed a disaster-recovery system at a separate location as a backup plan in case of unexpected network failures. We use leading commercial antivirus and firewall technology to protect and maintain the systems located at our data center, our offices and our local merchant clients. We use leading encryption technology to protect the safety of our data during data transmission. We have designed our website to be always available and secured using a variety of propretary software and commerically available tools. We believe our network infrastructure is scalable and can support our growing subscriber base and transaction volume with relatively inexpensive expansion.

Competition

        The group buying business is an emerging market in China, characterized by both fast growth and intense competition. Currently, according to the Analysys Report, there were approximately 3,500 group buying service businesses in China as of December 31, 2010. We compete with other group buying platform providers for online user traffic. The group buying business has a low entry barrier. However, like many other Internet-based businesses, we anticipate online users will gradually converge to well-known brands, and smaller service providers will not have the subscriber bases large enough to compete with larger players for local merchants.

        We believe we are well positioned to take advantage of the industry consolidation trend and maintain our primary position in the industry. As one of the market leaders and a nationwide operator, we will benefit from the ongoing consolidation in the industry as capital and customers are converging to the few largest operators. Our strong local presence, our Wowo Platform, and our proprietary GEM also provide us with unique competitive advantages.

        As a form of advertising and marketing service, we also compete with other traditional and new media advertising and marketing firms for advertising budgets. We believe our well targeted marketing solutions will continue to gain traction with local merchants. See "Risk Factors—Risks Relating to Our Business and Industry—We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations."

Employees

        Our ability to retain experienced management and employees is critical to the success of our business. As of June 30, 2011, we had a total of 4,829 employees, consisting of 2,804 merchant consultants, 387 administrative and operational staff, 338 editorial staff, 239 customer service representatives, 185 quality control and merchant service representatives, 93 engineers in our technology department, 68 local logistics personnel, and 715 employees at our consolidated affiliated entities. The number of our employees has grown significantly to accommodate the growth of our business since our inception.

        Because we aim to build one of the largest online businesses in China, we are highly committed to systematic and on-going employee training. Our internal training program, known as "Wowo University," offers our employees regular trainings in a wide variety of subjects such as industry review, business development skills, corporate culture building and case studies.

        The remuneration package of our employees includes salary, sales commissions and employee stock option programs. In accordance with applicable regulations in China, we participate in a number of social insurance schemes, namely, a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a personal injury insurance plan, and maternity insurance and a housing

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reserve fund for the benefit of all of our employees. We have not experienced any material labor disputes or disputes with the labor department of the PRC government since our inception.

Intellectual Property

        As of June 30, 2011, we had received notification of the acceptance of trademarks issued by the Trademark Office of the State Administration for Industry and Commerce on 20 of our applications, and we had registered 24 domain names, including 55tuan.com and 55.com.

Facilities

        Our executive offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, China and occupy a total of 4,839 square meters. We lease our premises from unrelated third parties. In addition, we have leased office space in local cities in which we operate.

Legal Proceedings

        We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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REGULATIONS

        This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

        As the online services industry is at an early stage of development in China, new laws and regulations may be adopted from time to time that will require us to obtain additional licenses and permits in addition to those that we currently have, and will address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future Chinese laws and regulations applicable to the online services industry. See "Risk Factors—Risks Relating to Doing Business in China."

Regulation on Telecommunication and Internet Information Services

        The telecommunication industry, including the Internet sector, is highly regulated in China. Regulations issued or implemented by the State Council of China, the MIIT, and other relevant government authorities cover many aspects of the operation of telecommunication and Internet information services, including entry into the telecommunication industry, the scope of permissible business activities, licenses and permits for various business activities and foreign investment.

        The principal regulations governing the telecommunication and Internet information services that we provide in China include:

        Telecommunication Regulations (2000), or the Telecom Regulations.    The Telecom Regulations categorize all telecommunication businesses in the PRC as either "basic" or "value-added." Value-added telecommunication services are defined as telecommunication and information services provided through public network infrastructures. The "Catalog of Telecommunication Business," an attachment to the Telecom Regulations and updated by the MIIT's Notice on Adjusting the Catalog of Telecommunication Business effective from April 1, 2003, categorizes various types of telecommunication and telecommunication-related activities into basic or value-added telecommunication services. According to the "Catalog of Telecommunication Business", Internet information services, or ICP services, are classified as value-added telecommunication businesses. Under the Telecom Regulations, commercial operators of value-added telecommunication services must first obtain an operating license for value-added telecommunication services, or the ICP license, from the MIIT or its provincial level counterparts.

        Administrative Measures on Internet Information Services (2000), or the Internet Measures.    According to the Internet Measures, a commercial Internet information service operator must obtain an ICP license from the relevant government authorities before engaging in any commercial Internet information service within China. When the Internet information service involves news, publications, education, medicine, health, pharmaceuticals, medical equipment and other industries and if required by law or relevant regulations, prior approval from the respective regulating authorities must be obtained prior to applying for the ICP license from MIIT or its local branch at the provincial level. Moreover, an Internet information service operator must display its ICP license number in a conspicuous location on its website and must monitor its website to remove categories of harmful content that are broadly defined. Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites.

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        Regulations for Administration of Foreign-Invested Telecommunication Enterprises (2008, revised), or the FITE Regulations.    The FITE Regulations set forth detailed requirements with respect to, among others, capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunication enterprise. Under the FITE Regulations, a foreign entity is prohibited from owning more than 50% of the total equity interest in any value-added telecommunication service business in China and the major foreign investor in any value-added telecommunication service business in China is required to have a good track record in such industry.

        Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunication Business (2006).    Under this circular, a domestic PRC company that holds an ICP license is prohibited from leasing, transferring or selling the ICP license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that engaged in value-added telecommunication business illegally in China. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunication services are required to be legally owned by such company and/or its shareholders. In addition, such company's operating premises and equipment should comply with its approved ICP license, and such company should establish and improve internal Internet and information security policies and standards and emergency management procedures.

        Under various laws and regulations governing ICP services, ICP service operators are required to monitor their websites. They may not produce, duplicate, post or disseminate any content that falls within prohibited categories and must remove any such content from their websites, including any content that:

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opposes the fundamental principles determined in China's Constitution;

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compromises state security, divulges state secrets, subverts state power or damages national unity;

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harms the dignity or interests of the State;

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incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

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sabotages China's religious policy or propagates heretical teachings or feudal superstitions;

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disseminates rumors, disturbs social order or disrupts social stability;

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propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;

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insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

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includes other content prohibited by laws or administrative regulations.

        The PRC government may shut down the websites of ICP license holders that violate any of such content restrictions and requirement, revoke their ICP licenses or impose other penalties pursuant to applicable law.

Regulations Relating to Privacy Protection

        As an Internet content provider, we are subject to regulations relating to the protection of privacy. Under the Internet Measures, Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes on the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant

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authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites.

Regulations Relating to Taxation

        In January 2008, the New EIT Law took effect. The New EIT Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the New EIT Law and the Implementation Rules, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate.

        Under the New EIT Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident enterprises" clarified that dividends and other income paid by such PRC "resident enterprises" may be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities.

        Under the Implementation Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in China will be classified as PRC resident enterprises if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal, and minutes of board meetings and shareholders' meetings; and half or more of the senior management or directors having voting rights.

        Please see "Risk Factors—Risks Related to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders."

Regulations on Dividend Distribution

        Wholly foreign-owned companies in China may pay dividends only out of their accumulated profits after tax as determined in accordance with PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the commercial banks. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective accumulated profits after-tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the wholly foreign-owned company's registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to other funds at their discretion. These statutory reserve funds and other funds are not distributable as cash dividends.

Regulations Relating to Labor

        Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when an employment relationship is established between an

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employer and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

        An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts with certain exceptions. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain exceptions. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall be compensated at three times their normal salaries for each waived vacation day.

        Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. The aforesaid measures are reiterated in the Social Insurance Law of China effective in July 2011, which stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance, occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

Regulations on Foreign Exchange

SAFE Circular 75

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or central SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by PRC citizens or residents. In addition, such PRC citizens or residents must amend their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on

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onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply, the onshore subsidiaries are required to report the noncompliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed initial registration with the local counterpart of SAFE in Beijing, and will apply for updated registration under SAFE Circular 75. The rest of our PRC shareholders and beneficial owners will also apply for foreign exchange registrations with the relevant local counterparts of SAFE under SAFE Circular 75. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with and will in the future make or obtain any applicable registrations or approvals required by SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "Risk Factors—Risk Factors Relating to Our Corporate Structure—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

Employee Stock Option Plans

        In December 2006, the People's Bank of China promulgated the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Regulations, setting forth the requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under the current account and the capital account. In January 2007, SAFE issued the implementation rules for the Individual Foreign Exchange Regulations which, among other things, specified the approval and registration requirement for certain capital account transactions such as a PRC citizen's participation in employee share ownership and share option plans of overseas listed companies.

        On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals' Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or any other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. Under the Foreign Currency Administration Rules, as amended, the foreign exchange proceeds of domestic entities and individuals can be remitted into China or deposited abroad, subject to the terms and conditions to be issued by SAFE. However, the implementation rules in respect of depositing the foreign exchange proceeds abroad have not been issued by SAFE. Currently, the foreign exchange proceeds from the sales of shares or dividends distributed by the overseas-listed company can be converted into RMB or transferred to such individuals' foreign exchange savings account after the proceeds have been remitted back to the special foreign currency account opened at the PRC domestic bank. If share options are

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exercised in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to special foreign currency accounts. We and our PRC citizen employees who have been granted share options will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market.

Regulation on Overseas Listings

        On August 8, 2006, six PRC regulatory agencies, including the CSRC, jointly promulgated the 2006 M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. Under the 2006 M&A Rules, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange.

        Although the application of the 2006 M&A Rules remains unclear to a certain extent, we believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that we are not required to obtain CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market. There remains some uncertainty as to how this regulation will be interpreted or implemented in the context of an overseas offering. If the CSRC or another PRC regulatory agency subsequently determines that approval is required for this offering, we may face sanctions by the CSRC or another PRC regulatory agency. See "Risk Factors—Risk Factors Relating to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs."

        The 2006 M&A Rules also establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. See "Risk Factors—Risks Factors Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

Product Quality Law of China

        Pursuant to the Product Quality Law of China promulgated by the National People's Congress Standing Committee in 1993 and amended in 2000 and 2009 respectively, a seller must establish and practice a check-for-acceptance system for replenishment of his stock, and examine the quality certificates and other marks and must also adopt measures to keep the products for sale in good quality. Violation of the Product Quality Law of China may result in various penalties, including the imposition of fines, suspension of business operations, revocation of business licenses and criminal liabilities.

Consumer Protection Law

        The Consumer Protection Law of China, which was promulgated by the National People's Congress Standing Committee on October 31, 1993, and became effective on 1 January 1994, prescribes that businesses must comply with laws and regulations in relation to personal safety and protection of property, and customers must be provided with truthful information on the goods and services. Consumers who suffer personal injury or property damage due to product defects may demand compensation from either the manufacturer or the seller.

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Tort Liability Law

        Pursuant to the Tort Liability Law of China which was promulgated by the National People's Congress Standing Committee on December 30, 2009 and became effective on July 1, 2010, producers are liable for damages caused by defects in their products and sellers are liable for damages attributable to their fault. If the defects are caused by the fault of third parties such as the transporter or storekeeper, producers and sellers are entitled to claim for compensation from these third parties after paying the compensation amount. The producers and sellers are obligated to take remedial measures such as issuing warnings or recalling the products in a timely manner if defects are found in products that are in circulation. If the products are manufactured and sold with known defects that cause death or severe personal injury to others, the injured person has the right to claim punitive compensation.

Online Commodities Trading and Relevant Services Laws and Regulations

        Interim Measures for the Administration of Online Commodities Trading and Relevant Services was promulgated by the State Administration of Industry and Commerce on May 31, 2010 and became effective on July 1, 2010. This interim measure regulates online commodities trading and relevant services engaged in by online commodity vendors and online service providers. Pursuant to the interim measure, legal persons, other economic organizations or sole proprietors that have registered with the administrative department in charge of industry and commerce and obtained business licenses shall, when engaging in online commodities trading and relevant services, make available to the public the information stated in their business license or the link to their business license online at a conspicuous place on their homepages or the websites where their online stores are located. Violations of the foregoing provisions are subject to a warning and order to make rectifications within a specified time limit, and in case of failure to rectify the wrongdoing within the specified time limit, a fine of no more than RMB10,000 may be imposed.

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth certain information relating to our directors and executive officers upon closing of this offering. The business address of each of our directors and executive officers is Building No. 9, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China.

Directors and Executive Officers	Age		Position/Title
Maodong Xu		43	Chairman of the Board of Directors, Chief Executive Officer
Wenjiang Chen		42	Director
Daniel Mingdong Wu		45	Chief Financial Officer

        Mr. Maodong Xu has served as the chairman of our board of directors and the Chief Executive Officer since December 2010. Mr. Xu is the founder of L-Mobile Media Technology Co., Ltd., a leading wireless advertising service company in which Telstra acquired a majority stake in 2009. Between 2006 and 2008, Mr. Xu served as a senior vice president of Focus Media Limited after Focus Media acquired Dotad Media Limited, a China-based wireless advertising service provider founded by Mr. Xu in 2000. Mr. Xu was also the founder and CEO of Qilu Supermarket, one of the largest chain supermarkets in Shandong province in late 1990s. Mr. Xu received a bachelor's degree from Wuhan University of Technology in 1990.

        Ms. Wenjiang Chen has served as our non-executive director since May 2011. Since January 2006, Ms. Chen has been serving as the Partner of CDH Venture. From February 2001 to December 2005, she served as assistant vice president of Walden International Investment Group. From February 2000 to January 2001, Ms. Chen served as manager of the research department of China International Capital Corporation Limited. Prior to that, Ms. Chen was an investment manager of China Light Industry Fund from August 1993 to April 1998. Ms. Chen obtained a bachelor degree in International Economy from Renmin University of China in July 1992, and obtained a MBA degree from China Europe International Business School in December 1999.

        Mr. Daniel Mingdong Wu has served as our chief financial officer since January 2011. Mr. Wu has served as a director of VanceInfo Limited since 2006. From 2009 to 2011, Mr. Wu served as a venture partner at SAIF Partners, a leading private equity firm in China. Mr. Wu served as the chief financial officer of Focus Media Limited, China's largest digital media group, between 2005 and 2009. Mr. Wu served as the chief financial officer of Harbor Networks Limited in 2004. Prior to that, he worked in media and technology investment banking in New York and Hong Kong for Merrill Lynch & Co., Inc. and Lehman Brothers Holdings Inc. Mr. Wu received a MBA degree from Columbia Business School in 1996 and a bachelor's degree (summa cum laude) from State University of New York at Buffalo in 1988.

Duties of Directors

        Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our                amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

        The functions and powers of our board of directors include, among others:

•

convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

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•

issuing authorized but unissued shares;

•

declaring dividends and distributions;

•

exercising the borrowing powers of our company and mortgaging the property of our company;

•

approving the transfer of shares of our company, including the registering of such shares; and

•

exercising any other powers conferred by the shareholders' meetings or under our        amended and restated memorandum and articles of association.

Terms of Directors and Executive Officers

        We will initially have                directors,                 of whom will be independent directors, on our board of directors upon the closing of this offering. Any director on our board may be removed by way of an ordinary resolution of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by the affirmative vote of a majority of the remaining directors. All of our directors hold office until the next annual general meeting of shareholders or until their successors have been duly elected and qualified. Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by our board of directors, in which case such director holds office until the next following annual shareholders meeting.

        All of our executive officers are appointed by and serve at the discretion of our board of directors. Our executive officers are elected by and may be removed by a majority vote of our board of directors.

Board Committees

        Our board of directors will establish an audit committee and a compensation committee.

Audit Committee

        Our audit committee will initially consist of                ,                 and                .                 will be the chairman of our audit committee.                satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.                and                 satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350 and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

•

selecting the independent auditor;

•

pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

•

annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

•

setting clear hiring policies for employees and former employees of the independent auditors;

•

reviewing with the independent auditor any audit problems or difficulties and management's response;

•

reviewing and approving all related party transactions on an ongoing basis;

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•

reviewing and discussing the annual audited financial statements with management and the independent auditor;

•

reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

•

reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

•

discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

•

reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

•

discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

•

timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

•

establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

annually reviewing and reassessing the adequacy of our audit committee charter;

•

such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•

meeting separately, periodically, with management, internal auditors and the independent auditor; and

•

reporting regularly to the full board of directors.

Compensation Committee

        Our compensation committee will initially consist of        ,        , and        .        is the chairman of our compensation committee.        and        satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350.

        Our compensation committee is responsible for, among other things:

•

reviewing and approving our overall compensation policies;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors, and determining our Chief Executive Officer's compensation level based on this evaluation;

•

determining the compensation level of our other executive officers;

•

making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation plans;

•

administering our equity-based compensation plans in accordance with the terms thereof; and

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•

such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Corporate Governance

        Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We will make our code of ethics and our code of conduct publicly available on our website.

        In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our        amended and restated memorandum and articles of association.

Remuneration and Borrowing

        [The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.]

Qualification

        [There is no requirement for our directors to own any shares in our company in order for them to qualify as a director.]

Employment Agreements

        We have entered into employment agreements with each of our executive officers. We may terminate an executive officer's employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, willful misconduct to our detriment or a failure to perform agreed duties. We may also terminate an executive officer's employment under certain conditions, including, but not limited to, incapacity or disability of the officer, by a one-month prior written notice. An executive officer may terminate his or her employment with us for cause, at any time for certain reasons, or by a one-month prior written notice.

        Our executive officers have also agreed not to engage in any activities that compete with us, or to directly or indirect solicit the services of our employees, during employment or for a period of two years after termination of employment. Each executive officer has agreed to hold in strict confidence any confidential information or trade secrets of our company. Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our company as well as all material corporate and business policies and procedures of our company.

Compensation of Directors and Executive Officers

Share Incentive Plan

        We have adopted our 2011 share incentive plan to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of our business. The 2011 share incentive plan provides for the grant of options, restricted shares, and other share-based awards, collectively referred to as "awards." Our board of directors has authorized the issuance of up to [10%] ordinary shares upon the exercise of awards granted under our 2011 share incentive plan.

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        Plan Administration.    Our compensation committee, or prior to such committee's formation, our board of directors, will administer the 2011 share incentive plan. The committee or the full board of directors, as appropriate, will determine the participants to receive awards, the type and number of awards to be granted, and the terms and conditions of each award grant.

        Award Agreements.    Awards granted under our 2011 share incentive plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.

        Transfer Restrictions.    The right of a grantee in an award granted under our 2011 share incentive plan may not be transferred in any manner by the grantee other than by will or the laws of succession and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee.

        Option Exercise.    The term of options granted under the 2011 share incentive plan may not exceed five years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of ordinary shares underlying the option may include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any combination of the foregoing methods of payment.

        Acceleration upon a Change of Control.    If a change of control of our company occurs, (i) the compensation committee may determine that any outstanding unexercisable, unvested or lapsable awards shall automatically be deemed exercisable, vested and not subject to lapse immediately prior to the event triggering the change of control and (ii) the compensation committee may cancel such awards for fair value, provide for the issuance of substitute awards or provide that for a period of at least 15 days prior to the event triggering the change of control, such options shall be exercisable and that upon the occurrence of the change of control, such options shall terminate and be of no further force and effect.

        Termination and Amendment.    Unless terminated earlier, our share incentive plan will expire after five years. Our board of directors has the authority to amend or terminate our share incentive plan subject to shareholder approval to the extent necessary to comply with applicable laws. Shareholders' approval is required for any amendment to the 2011 share incentive plan that (i) increases the number of ordinary shares available under the 2011 share incentive plan or changes the maximum number of shares for which awards may be granted to any participant, or (ii) diminishes any of the rights of the participant under any award previously granted to such participant under the plan without such participant's consent.

        The table below sets forth, as of June 30, 2011, the options that we granted to our directors and executive officers, under our 2011 share incentive plan:

Name	Options Awarded		Exercise Price or Purchase Price (US$/Share)		Date of Grant		Date of Expiration
Maodong Xu		2,700,000		0.4		February 1, 2011		January 31, 2016
Other individuals as a group		14,978,170		0/0.4		February 1, 2011		January 31, 2016
Total		17,678,170

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information as of the date of this prospectus with respect to the beneficial ownership of our ordinary shares, by:

•

each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•

each of our directors and executive officers.

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The percentage of beneficial ownership for each of the persons listed below is determined by dividing (i) the number of ordinary shares beneficially owned by such person, including ordinary shares such person has the right to acquire within 60 days after the date of this prospectus, by (ii) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within 60 days after the date of this prospectus. The total number of ordinary shares outstanding as of the date of this prospectus is 380,715,708. The total number of ordinary shares outstanding after completion of this offering will be                , assuming no change in the number of ADSs offered by us as set forth on the cover page of this prospectus. The underwriters may choose to exercise the over-allotment option in full, in part or not at all.

	Shares Beneficially Owned Prior to This Offering					Shares Beneficially Owned After This Offering
	Number		Percent			Number	Percent
Directors and Executive Officers*:
Maodong Xu(1)		226,105,708		59.4	%
Wenjiang Chen		—		—
Daniel Mingdong Wu(2)		13,175,050		3.5	%
Principal Shareholders:
CDH Barley Limited(3)		30,803,678		8.1	%
Yongming Zhang(4)		24,117,578		6.3	%

*

The address of our directors and executive officers is 108 Yi Beiyuan Road, North America Business Center, Beijing 100012, China.

(1)

representing (i) 11,286,619 ordinary shares owned by Link Crossing Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands and (ii) 214,819,089 ordinary shares owned by New Field Worldwide Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(2)

representing 13,175,050 ordinary shares owned by Mountain Peak Enterprises Limited, a BVI company wholly owned by Daniel Mingdong Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(3)

representing 30,803,678 ordinary shares issuable upon conversion of 30,803,678 Series A-2 Preferred Shares owned by CDH Barley Limited, a BVI company wholly owned by CDH Venture Partners II L.P. The address of CDH Barley Limited is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.

(4)

including 16,194,332 ordinary shares and 7,923,246 ordinary shares issuable upon conversion of 7,923,246 Series A-2 Preferred shares owned by Yongming Zhang.

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        As of the date of this prospectus, no ordinary share is held by record holder resident in the United States. Except as stated in the footnotes to the table above, we are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.

        None of our existing shareholders has voting rights that will differ from the voting rights of other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with Our Consolidated Affiliated Entities and Their Shareholders

        Due to certain restrictions under PRC law on foreign ownership of businesses engaged in Internet businesses, we conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Wowo Shi Jie, our consolidated affiliated entities in China, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao and their subsidiaries and shareholders. For a description of these contractual arrangements, see "Our History and Corporate Structure."

Related Party Loans and Other Payments

        Mr. Yunming Wang, a former shareholder of Beijing Wowo Tuan, owed us US$279,756 as of December 31, 2010 in connection with certain cash payment collected by Mr. Wang on behalf of Beijing Wowo Tuan. In addition, we owed Mr. Yunming Wang amounts of US$1,683 and US$2,367 as of December 31, 2009 and 2010, respectively, in connection with certain cash payment collected by Beijing Wowo Tuan on behalf of Mr. Wang. The largest amount outstanding of this loan was US$2,367 on December 31, 2010.

        As of December 31, 2010, Beijing Baifen Tonglian Information Technology Co., Ltd., or Lmobile, a company controlled by our chairman Mr. Maodong Xu, owed us US$177,980 in connection with cash collected by Lmobile on behalf of Beijing Wowo Tuan. This amount was repaid in full by Lmobile in January 2011.

        All the amount due from/to related parties are unsecured, non-interest bearing and payable on demand.

Employment Agreements

        See "Management—Employment Agreements."

Share Options

        See "Management—Compensation of Directors and Executive Officers—Share Incentive Plan."

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DESCRIPTION OF SHARE CAPITAL

        We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, and the Companies Law (2010 Revision), as amended, of the Cayman Islands, which is referred to as the Companies Law below.

        As of the date of this prospectus, our authorized share capital was US$            consisting of US$            divided into            shares of par value of $0.01 each, comprised of            ordinary shares,            Series A-1 Preferred Shares and            Series A-2 Preferred Shares. As of the date of this prospectus, there were             ordinary shares issued and outstanding. Upon the completion of this offering, we will have            ordinary shares issued and outstanding. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will consist of ordinary shares with a par value of US$            each and            preferred shares with a par value of US$            each.

        Our            amended and restated memorandum and articles of association will become effective upon completion of this offering. The following are summaries of material provisions of our            amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

        All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

        The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Law and to the            amended and restated articles of association.

Voting Rights

        Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

        An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of votes cast attached to the ordinary shares. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association.

Transfer of Ordinary Shares

        Subject to the restrictions contained in our            amended and restated articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

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        Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•

the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

•

the instrument of transfer is in respect of only one class of ordinary shares;

•

the instrument of transfer is properly stamped, if required;

•

the ordinary shares transferred are fully paid and free of any lien in favor of us;

•

any fee related to the transfer has been paid to us; and

•

the transfer is not to more than four joint holders.

        If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

Liquidation

        On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

        Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

        Subject to the provisions of the Companies Law and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variations of Rights of Shares

        If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

General Meetings of Shareholders

        [Shareholders' meetings may be convened by a majority of our board of directors or our chairman. Additionally, on the requisition of shareholders representing not less than [40]% of the voting rights

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entitled to vote at general meetings, the board shall convene an extraordinary general meeting.] Advance notice of at least ten days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Election and Removal of Directors

        Unless otherwise determined by the company in the general meeting, our            amended and restated articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.

        The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or, subject to authorization by the members in the general meeting, as an addition to the existing board, but so that the number of directors so appointed will not exceed any maximum number determined from time to time by the members in general meeting.

        Our            amended and restated articles of association provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum are appointed by shareholders by a simple majority of the votes cast on the resolution.

        A director may be removed with or without cause by a shareholder resolution which has been passed by at least a simple majority of the votes cast by the shareholders having a right to attend and vote at such meeting provided that notice of the shareholders' meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than ten days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

Proceedings of Board of Directors

        Our            amended and restated articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for the board meeting may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

        Our articles provide that the board may from time to time at its discretion exercise all powers of the company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company and, subject to the Companies Law, issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Inspection of Books and Records

        [Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our            amended and restated articles of association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See "Where You Can Find More Information."]

Changes in Capital

        We may from time to time by ordinary resolution:

•

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

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•

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

•

sub-divide our existing shares, or any of them into shares of a smaller amount; or

•

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

        We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

History of Securities Issuances

        The following is a summary of the securities issuances of Wowo Group Limited in the past three years, and have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares.

Ordinary Shares

        On March 8, 2011, Wowo Group Limited issued 16,194,332 ordinary shares to Mr. Yongming Zhang, for total consideration of US$7,894,657 in cash.

Preferred Shares

        On April 1, 2011, Wowo Group Limited issued 5,489,604 Series A-1 Preferred Shares to Zero2IPO China Fund II L.P., for total consideration of US$5,000,00 in cash.

        On June 17, 2011, Wowo Group Limited issued 30,803,678 and 2,053,579 Series A-2 Preferred Shares to CDH Barley Limited and Zero2IPO China Fund II L.P., respectively, for total consideration of US$30,000,000 and US$2,000,000 in cash, respectively.

        On July 7, 2011, Wowo Group Limited issued 7,923,246, 5,133,947, 4,398,225, and 1,026,789 Series A-2 Preferred Shares to Mr. Yongming Zhang, Besto Holdings Limited, Mr. Xiangqing Lin and Mr. David Tse Young Chou, respectively, for total consideration of US$7,716,526, US$5,000,000, US$4,283,474, and US$1,000,000 in cash, respectively.

Option granted

        As of June 30, 2011, We have granted to certain of our directors, officers and employees options to purchase an aggregate of 17,577,670 ordinary shares. See "Management—Share Incentive Plan."

Exempted Company

        We are an exempted company with limited liability under the Companies Law of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

•

an exempted company's register of members is not open to inspection;

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•

an exempted company does not have to hold an annual general meeting;

•

an exempted company may issue no par value, negotiable or bearer shares;

•

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•

an exempted company may register as a limited duration company; and

•

an exempted company may register as a segregated portfolio company.

        "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, we currently intend to comply with the Nasdaq Listing Rules in lieu of following home country practice after the closing of this offering. The Nasdaq Listing Rules require that every company listed on the Nasdaq Global Market hold an annual general meeting of shareholders. In addition, our            amended and restated articles of association allow directors to call a special meeting of shareholders pursuant to the procedures set forth in our            amended and restated articles of association.

Differences in Corporate Law

        The Companies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States.

Mergers and Similar Arrangements

        A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company's articles of association.

        A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

        The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

        Save in certain circumstances, a dissenting shareholder of a Cayman constituent company is entitled to payment of the fair value of his or her shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

        In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors (representing 75% by value) with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors,

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as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•

the statutory provisions as to the required majority vote have been met;

•

the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

•

the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

•

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

        When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

        If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders' Suits

        In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

•

a company acts or proposes to act illegally or ultra vires;

•

the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

•

those who control the company are perpetrating a "fraud on the minority."

Indemnification of Directors and Executive Officers and Limitation of Liability

        Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our            amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our            amended and restated memorandum and articles of association.

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        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

        Some provisions of our                amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

        However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

Directors' Fiduciary Duties

        Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

        As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Proposals

        Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law,

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Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

        There are no statutory requirements under Cayman Islands law allowing our shareholders to requisition a shareholders' meeting. However, under our                amended and restated articles of association, on the requisition of shareholders representing not less than 40% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings. However, our                amended and restated articles of association require us to call such meetings every year.

Cumulative Voting

        Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. As permitted under Cayman Islands law, our                amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

        Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our                amended and restated articles of association, directors may be removed by ordinary resolution.

Transactions with Interested Shareholders

        The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

        Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and

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for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

        Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

        Under the Companies Law of the Cayman Islands and our                amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting.

Variation of Rights of Shares

        Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our                amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendment of Governing Documents

        Under the Delaware General Corporation Law, a corporation's certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our                amended and restated memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders.

Rights of Non-Resident or Foreign Shareholders

        There are no limitations imposed by our                amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our                amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

        Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

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Registration Rights Under Investors' Rights Agreement

        Pursuant to our shareholders' agreement entered into in June 2011, we have granted certain registration rights to holders of our registrable securities, which include our Series A-1 and A-2 preferred shares and ordinary shares convertible from our preferred shares. Set forth below is a description of the registration rights granted under this agreement.

        Demand Registration Rights.    Holders of at least 20% of the registrable securities then outstanding have the right to demand that we file a registration statement covering the offer and sale of their securities. We, however, are not obligated to effect a demand registration if, among other things, we have already effected three demand registrations. We have the right to defer filing of a registration statement for up to 90 days upon reception of request from the initiating holders if our board of directors determine in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Piggyback Registration Rights.    If we propose to file a registration statement in connection with a public offering of securities of our company other than relating to any employee benefit plan or corporate reorganization, then we must offer each holder of the registrable securities the opportunity to include all or any part of their shares in the registration statement. We must use our reasonable best efforts to cause the underwriters in any underwritten offering to permit any such shareholder who so requests to include their shares. Such requests for registrations are not counted as demand registrations.

        Form F-3 Registration Rights.    When we are eligible for use of Form F-3, holders of at least 20% of the registrable securities then outstanding have the right to request in written form that we file a registration statement under Form F-3. We, however, are not obligated to effect a registration on Form F-3 if, among other things, we have already effected a registration within any six-month period preceding the date of the registration request. We have the right to defer filing of a registration statement for up to 90 days upon receipt of request from the initiating holders if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Expenses of Registration.    We will pay all expenses relating to any demand, piggyback or Form F-3 registration, except for underwriting discounts and commissions relating to the sale of registrable securities, unless, subject to a few exceptions, a registration request is subsequently withdrawn at the request of the holders of registrable securities.

        Termination of Our Obligation.    Notwithstanding the foregoing, we will have no obligations to effect the demand registration, piggyback registration and Form F-3 registration with respect to any registrable securities proposed to be sold by a holder of registrable securities in a registered public offering (1) two years after the consummation of a qualified initial public offering, or (2) if, in the opinion of our counsel, all such registrable securities proposed to be sold by a holder may then be sold without registration in any 90 day period pursuant to Rule 144 under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

        Citibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.—Hong Kong, located at 10/F, Harbour Front (II), 22, Tak Fung Street, Hung Hom, Kowloon, Hong Kong.

        We appoint Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov).

        We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The first paragraph under "—Issuance of ADSs Upon Deposit of ordinary shares describe matters that may be relevant to the ownership of the ADSs sold in this offering but that may not be contained in the deposit agreement.

        Each ADS represents the right to receive            ordinary shares on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

        If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

        In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

        As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system", or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs

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through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at the relevant time.

Dividends and Distributions

        As a holder, you generally have the right to receive the distributions we make on the securities deposited with the custodian bank. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date.

Distributions of Cash

        Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the Cayman Islands laws and regulations.

        The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

        The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

        Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

        The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.

        No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

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Distributions of Rights

        Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

        The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.

        The depositary will not distribute the rights to you if:

•

We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

•

We fail to deliver satisfactory documents to the depositary; or

•

It is not reasonably practicable to distribute the rights.

        The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

        Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

        The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

        If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a holder of ordinary shares would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

        Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

        If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

        The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

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        The depositary will not distribute the property to you and will sell the property if:

•

We do not request that the property be distributed to you or if we ask that the property not be distributed to you; or

•

We do not deliver satisfactory documents to the depositary; or

•

The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

        Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

        The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

Changes Affecting Ordinary Shares

        The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

        If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs Upon Deposit of Ordinary Shares

        Upon the completion of this offering, the ordinary shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in this prospectus.

        After the completion of this offering, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and the Cayman Islands legal considerations applicable at the time of deposit.

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        The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

        When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

•

The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

•

All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.

•

You are duly authorized to deposit the ordinary shares.

•

The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement).

•

The ordinary shares presented for deposit have not been stripped of any rights or entitlements.

        If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

        As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

•

ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;

•

provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

•

provide any transfer stamps required by the State of New York or the United States; and

•

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

        To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Shares Upon Cancellation of ADSs

        As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

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        If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

        You will have the right to withdraw the securities represented by your ADSs at any time except for:

•

Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

•

Obligations to pay fees, taxes and similar charges.

•

Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

        The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

        As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. For description of the voting rights of holders of ordinary shares, see "Description of Share Capital—Voting Rights."

        At our request, the depositary will distribute to you (by mail or, if you have designated such means as acceptable, e-mail) any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.

        If the depositary bank timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy) represented by the holder's ADSs in accordance with such voting instructions.

        Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner. Securities for which no voting instructions have been received will not be voted.

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Fees and Charges

        As an ADS holder, you will be required to pay the following service fees to the depositary:

Service	Fees
•       Issuance of ADSs	Up to US$0.05 per ADS issued
•       Cancellation of ADSs	Up to US$0.05 per ADS canceled
•       Distribution of cash dividends or other cash distributions	Up to US$0.05 per ADS held
•       Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights	Up to US$0.05 per ADS held
•       Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
•       Depositary Services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary
•       Transfer of ADRs	US$ $1.50 per certificate presented for transfer

        As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).

•

Expenses incurred for converting foreign currency into U.S. dollars.

•

Expenses for cable, telex and fax transmissions and for delivery of securities.

•

Taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit).

•

Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

        Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

        The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.

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        In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

        Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

        The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary may agree from time to time.

Amendments and Termination

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

        After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of Depositary

        The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

        The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

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Limitations on Obligations and Liabilities

        The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:

•

We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.

•

The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

•

The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

•

We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

•

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit.

•

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

•

We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of [ordinary shares] but is not, under the terms of the deposit agreement, made available to you.

•

We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

•

We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

Pre-Release Transactions

        Subject to the terms and conditions of the deposit agreement, the depositary may issue to broker/dealers ADSs before receiving a deposit of ordinary shares or release ordinary shares to broker/dealers before receiving ADSs for cancellation. These transactions are commonly referred to as "pre-release transactions," and are entered into between the depositary and the applicable broker/dealer. The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the shares

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or deposit in the aggregate) and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary may retain the compensation received from the pre-release transactions.

Taxes

        You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

        The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

        The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

        If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

•

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

•

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•

Hold the foreign currency (without liability for interest) for the applicable holders.

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SHARES ELIGIBLE FOR FUTURE SALE

        Upon closing of this offering, we will have        ADSs outstanding representing approximately      % of our ordinary shares. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

        Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or ADSs, and while our application has been made to list our ADSs on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by ADSs.

Lock-up Agreements

        We, our directors, executive officers, existing shareholders and certain option holders have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or our other existing shareholders or certain option holders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

        In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•

1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately       shares immediately after this offering, or        shares if the underwriters exercise in full their option to purchase additional ADSs; and

•

the average weekly trading volume of our ADSs on the Nasdaq Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

        Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the

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person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of such a sale.

        Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act.

Rule 701

        Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

        Upon closing of this offering, the holders of        of our ordinary shares or their transferees will be entitled to request that we register their ordinary shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Registration Rights Under Investors' Rights Agreement."

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TAXATION

The following is a general summary of the material Cayman Islands, People's Republic of China and U.S. federal income tax consequences relevant to an investment in our ADSs and ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and ordinary shares.

Cayman Islands Taxation

        The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

        Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:

        (1)   that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

        (2)   that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.

        The undertaking for us is for a period of twenty years from                .

People's Republic of China Taxation

        We are a holding company incorporated in the Cayman Islands and we gain substantial income by way of dividends from our PRC subsidiary. The New EIT Law and the Implementation Rules, both of which became effective on January 1, 2008, provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its foreign investor, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement.

        Under the New EIT Law, enterprises established under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered to be PRC resident enterprises for tax purposes. If we are considered a PRC resident enterprise under the above definition and if dividends from Wowo Shi Jie are not excluded from our taxable income, then our global income will be subject to PRC enterprise income tax at the rate of 25%. See "Risk Factors—Risks Relating to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders."

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how

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"domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC withholding tax at a rate of up to 10%, subject to the provisions of any applicable tax treaty.

Material United States Federal Income Tax Considerations

        The following summary describes the material United States federal income tax consequences to United States Holders (as defined below) of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, this summary deals only with ordinary shares and ADSs held as capital assets. As used herein, the term "United States Holder" means a beneficial owner of an ordinary share or ADS that is for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This summary does not represent a detailed description of all of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a financial institution of certain types;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

•

a trader in securities that has elected the mark-to-market method of accounting for your securities;

•

a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our voting stock;

•

a partnership or other pass-through entity for United States federal income tax purposes; or

•

a person whose "functional currency" is not the United States dollar.

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        The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final and proposed regulations thereunder, rulings and judicial decisions as of the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

        If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the United States federal income tax consequences that may be applicable to you in light of your particular circumstances and does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our ordinary shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

ADSs

        If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

        Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of any distributions on the ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, certain dividends received in taxable years beginning before January 1, 2013 from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on ordinary shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. We have applied to list the ADSs on the Nasdaq Global Market. Provided that the listing is approved, United States Treasury Department guidance indicates that our ADSs will be readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for the reduced tax rate. Since we do not expect that our ordinary shares will be listed on an established securities market, we do not believe that dividends that we pay on our ordinary shares that are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we may be eligible for the benefits of the income tax treaty between the United States and the PRC, or the Treaty, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs or

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are readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation. See "Taxation—People's Republic of China Taxation". Non-corporate United States Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

        Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a passive foreign investment company, or PFIC, for United States federal income tax purpose for the taxable year in which such dividends are paid or for the preceding taxable year.

        In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. See "Taxation—People's Republic of China Taxation." In that case, subject to certain conditions and limitations, PRC withholding taxes on dividends, to the extent not exceeding the applicable rate under the Treaty, generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as foreign-source income and will generally constitute passive category income. Furthermore, in certain circumstances, if you have held the ADSs or ordinary shares for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

        To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or ordinary shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to calculate our earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

        Distributions of ADSs, ordinary shares or rights to subscribe for ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

Passive Foreign Investment Company

        In general, we will be a PFIC for any taxable year in which:

•

at least 75% of our gross income is passive income, or

•

at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

        For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived

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from a related person). Furthermore, cash is categorized as a passive asset and our goodwill is generally taken into account unless, for United States federal income tax purposes, we are a "controlled foreign corporation," or CFC, that is not a "publicly traded corporation for the taxable year." If we are a CFC for the 2011 taxable year (which we believe will be the case), it is not clear whether we will be treated as a "publicly traded corporation for the taxable year" as a result of this offering for 2011 and, accordingly, the extent, if any, that our goodwill (or any portion thereof) may be taken into account for the 2011 taxable year is also unclear. We anticipate, however, that we will qualify as a "publicly traded corporation" for the 2012 taxable year and future taxable years and therefore we would be able to take into account our goodwill for such taxable years. In estimating the value of our goodwill, we generally take into account our anticipated market capitalization. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income.

        We do not believe we were a PFIC for our most recent taxable year. However, in light of our significant cash balances (taking into account the expected proceeds from this offering) and, as discussed above, the uncertainty as to the extent, if any, that our goodwill may be taken into account for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, and subject to the uncertainty regarding the treatment of our contractual arrangements with our consolidated affiliated entities (discussed below), we presently do not anticipate that we will be a PFIC based upon the expected composition of our income and assets and the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering). The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC for the 2012 taxable year or any foreseeable future taxable year due to changes in our asset or income composition. Because the value of our assets may be determined by reference to our market capitalization, and because the market price of our ADSs may be volatile, a decrease in the price of our ADSs may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we spend the cash raised in this offering. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. In addition, it is not entirely clear how the contractual arrangements between us and our consolidated affiliated entities will be treated for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, and you will be subject to the special tax rules discussed below, except if you have made a mark-to-market election as discussed below. However, if we are a PFIC for any taxable year (such as the 2011 taxable year) and subsequently cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election, or a Purging Election, to recognize gain (but not loss) in the manner described below as if your ADSs or ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. After the Purging Election, your ADSs or ordinary shares will not be treated as shares in a PFIC unless we subsequently become a PFIC. You are urged to consult your own tax advisors about the availability of this election, and whether making the election would be advisable in your particular circumstances.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a Purging Election or pledge, of ADSs or ordinary shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions

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received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC with respect to you, will be treated as ordinary income, and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or ordinary shares in any year in which we are classified as a PFIC. In addition, under recently enacted legislation, if you hold ADSs or ordinary shares in any year in which we are a PFIC, you are required to file an annual report containing such information as the U.S. Treasury may require.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

        In certain circumstances, in lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election may be available to holders of ADSs if the ADSs are listed on the Nasdaq Global Market, which constitutes a qualified exchange, although there can be no assurance that the ADSs will be "regularly traded" for purposes of the mark-to-market election. It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on the Nasdaq Global Market. Consequently, if you are a holder of ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.

        If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

        Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

        A U.S. investor in a PFIC generally can mitigate the consequences of the rules described above by electing to treat the PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this

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option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

        You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

        For United States federal income tax purposes you will recognize taxable gain or loss on any sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Subject to the discussion under "—Passive Foreign Investment Company" above, such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

        Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty. If you are not eligible for the benefits of the Treaty or you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. You will be eligible for the benefits of the Treaty if, for purposes of the Treaty, you are a resident of the United States, and you meet other factual requirements specified in the Treaty. Because qualification for the benefits of the Treaty is a fact-intensive inquiry which depends upon the particular circumstances of each investor, you are specifically urged to consult your tax advisors regarding your eligibility for the benefits of the Treaty. You are also urged to consult your tax advisor regarding the tax consequences if PRC tax is imposed on gain on a disposition of our ordinary shares or ADSs, including the availability of the foreign tax credit and the election to treat any gain as PRC source under your particular circumstances.

Information Reporting and Backup Withholding

        In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

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UNDERWRITING

        We intend to offer the ADSs through the underwriters named below. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the representatives of the underwriters. Subject to the terms and conditions of the underwriting agreement entered into on                    , 2011 among us and the underwriters, each of the underwriters has severally agreed to purchase, and we have agreed to sell to them, the number of ADSs indicated in the following table.

Underwriters	Number of ADSs
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
UBS AG
Total

        The underwriters are committed to take and pay for all of the ADSs offered by us if any ADSs are taken, other than the ADSs covered by the over-allotment option described below unless and until this option is exercised. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to certain conditions, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent accountants. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated.

        Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the joint global coordinators and joint book runners for this offering.

        Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. UBS AG is expected to make offers and sales in the United States through its registered broker/dealer affiliate, UBS Securities LLC.

Over-allotment Option

        We have granted to the underwriters an option to purchase up to            additional ADSs at the initial public offering price less the underwriting discount set forth on the cover page of this prospectus. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each of the underwriters will become obligated, subject to certain conditions contained in the underwriting agreement, to purchase a number of additional ADSs proportionate to the underwriters' initial amount specified in the table above.

Commissions and Discounts

        ADSs sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount of up to US$        per ADS from the initial public offering price. Any of these securities dealers may resell any ADSs purchased from the underwriters to certain other brokers or dealers at a discount of up to US$        per ADS from the initial public offering price. After the initial public offering of the ADSs, the offering price and other selling terms may be changed by the underwriters. If all the ADSs are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to confirm sales to discretionary accounts in excess of      % of the ADSs offered in this offering.

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        The total underwriting discounts and commissions that we will pay to the underwriters will be      % of the total offering price of the ADSs. The following table shows the public offering price, underwriting discount and proceeds before expenses to us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option to purchase the additional ADSs.

	Per ADS	No Exercise	Full Exercise
	US$	US$	US$
Initial Public offering price
Underwriting discounts
Proceeds, before expenses, to us

        We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately US$         million.

No Sales of Similar Securities

        We, our directors, executive officers and shareholders and [all/certain] of our optionholders have agreed not to, for a period of 180 days following the date of this prospectus, without the prior written consent of the representatives on behalf of the underwriters, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of our ADSs or ordinary shares or any securities convertible into or exchangeable or exercisable for our ADSs or ordinary shares, (2) file or cause to be filed any registration statement in connection with any such securities under the Securities Act of 1933, as amended, or, in the case of our directors, executive officers and all of our shareholders and optionholders, exercise any right with respect to the registration of any such securities or (3) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any such securities, whether any such swap or transaction is to be settled by delivery of our ADSs, ordinary shares or other securities, in cash or otherwise.

        The 180-day lock-up period will be automatically extended if (1) during the last 17 days of the 180-day lock-up period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period. In either case, the lock-up period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension. At any time, the representatives may, in their sole discretion, provide consent to release some or all the securities described above from these lock-up agreements.

        In addition, we will instruct Citibank N.A., as depositary, not to accept any deposit of our ordinary shares or issue any of our ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we instruct the depositary otherwise.

[Reserved ADSs

        At our request, the underwriters have reserved            of the ADSs being offered, at the initial public offering price, through a directed share program, for our vendors, employees, family members of employees, customers and other third parties.]

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Price Determination and Listing on the Nasdaq Global Market

        Prior to this offering, there has been no public market for the ADSs. The initial public offering price was negotiated between us and the representatives. In additional to prevailing market conditions, the factors considered in determining the initial public offering price included our historical performance, estimates of our business potential and earnings prospects, the valuation multiples of publicly traded companies that the representatives believed to be comparable to us, the history of, and the prospects for, the industry in which we compete and other factors deemed relevant by the representatives and us. It is also possible that after this offering, our ADSs will not trade in the public market at or above the initial public offering price.

        We have applied to have our ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Price Stabilization, Short Positions and Penalty Bids

        The underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our ADSs, including stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids and syndicate covering transactions, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our ADSs while this offering is in progress. These transactions may also include making short sales of our ADSs.

        Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs from us in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions. The imposition of a penalty bid may also affect the price of ADSs in that it discourages the resales of those ADSs.

        Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been completed in order to cover syndicate short positions.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq Global Market or otherwise.

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        None of us and any of our underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Affiliations and Other Relationships

        Certain of the underwriters and their respective affiliates have, from time to time, engaged in, and may in the future engage in, various investment banking services and other commercial dealings with us in the ordinary course of business, for which they received or will receive customary fees and expenses.

        The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

        We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the applicable securities laws, and to contribute to payments the underwriters may be required to make in respect of these liabilities, losses and expenses.

Electronic Prospectus

        In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives will be facilitating Internet distribution for this offering to certain of their respective Internet subscription customers. An electronic prospectus may be made available on the Internet website maintained by one or more of the representatives. Other than the prospectus in electronic format, the information contained on, or that may be accessed through, the website of any of the representatives is not part of this prospectus.

        The addresses of the representatives of the underwriters are as follows:

        Merrill Lynch, Pierce, Fenner & Smith Incorporated's address is One Bryant Park, New York, New York 10036, United States.

        UBS AG's address is 52/F Two International Finance Center, 8 Finance Street, Central, Hong Kong.

Selling Restrictions

General

        No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of our ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and our ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, our ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with this offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

        This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the ADSs, including sales of ADSs initially sold by the underwriters in the offering being made outside of the United States, to persons located in the United States.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on

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which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), no offer of ADSs may be made to the public in that Relevant Member State other than:

A.

to any legal entity which is a qualified investor as defined in the Prospectus Directive;



B.

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or



C.

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of ADSs shall require the company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

        Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

        The company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

        This prospectus has been prepared on the basis that any offer of ADSs in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of ADSs. Accordingly, any person making or intending to make an offer in that Relevant Member State of ADSs which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs in circumstances in which an obligation arises for the company or the underwriters to publish a prospectus for such offer.

        For the purpose of the above provisions, the expression "an offer to the public" in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant

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implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Switzerland

        The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the company, the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ADSs.

Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The ADSs to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the content of this prospectus you should consult an authorized financial advisor.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may

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the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act (Chapter 289) (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, then securities, debentures and units of securities and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the ADSs under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer; or (iii) by operation of law.

Hong Kong

        This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The ADSs will not be offered or sold in Hong Kong other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs which is directed at, or the content of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

        The ADSs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Cayman Islands

        This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

People's Republic of China

        This prospectus has not been and will not be circulated or distributed in China, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or

148

indirectly, to any resident of China except pursuant to applicable laws and regulations of China. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

United Arab Emirates

        This prospectus is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (UAE). The ADSs have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange.

        The offering, the ADSs and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

        In relation to its use in the UAE, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the UAE.

Kingdom of Bahrain

        The offering is restricted in the Kingdom of Bahrain to banks, financial institutions and professional investors and any person receiving this prospectus in the Kingdom of Bahrain and not falling within those categories is ineligible to purchase the ADSs.

State of Kuwait

        The ADSs have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of the ADSs in the State of Kuwait is restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the underwriters to obtain copies of this prospectus are required by us and the underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the ADSs.

Kingdom of Saudi Arabia

        No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering or private placement of the ADSs in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto. The ADSs may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Part 5 (Exempt Offers) of the Offers of Securities Regulations dated 20/8/1425 AH corresponding to 4/10/2004 (the "Regulations") and, in accordance with Part 5 (Exempt Offers) Article 17(a)(3) of the Regulations, the ADSs will be offered to no more than 60 offerees in the Kingdom of Saudi Arabia with each such offeree paying an amount not less than Saudi Riyals one million or its equivalent. Investors are informed that Article 20 of the Regulations places restrictions on secondary market activity with respect to the ADSs. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognized by us.

149

EXPENSES RELATED TO THIS OFFERING

        Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

SEC registration fee		US$
Nasdaq Global Market listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
	Total	US$

        These expenses will be borne by us, except for underwriting discounts and commissions, which will be borne by us in proportion to the numbers of ADSs sold in the offering by us.

150

LEGAL MATTERS

        We are being represented by Simpson Thacher & Bartlett LLP with respect to legal matters of United States federal securities and New York State law. Certain legal matters of United States federal securities and New York State law in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP. The validity of the ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain legal matters as to PRC law will be passed upon for us by Commerce & Finance Law Offices and for the underwriters by Global Law Offices.

EXPERTS

        The consolidated financial statements of Beijing Wowo Tuan Information Technology Co., Ltd. for the years ended December 31, 2009 and 2010 (predecessor) and as of December 31, 2009 (predecessor) and 2010 (successor), included in this prospectus, have been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The offices of Deloitte Touche Tohmatsu CPA Ltd. are located at 8/F, Deloitte Tower, The Towers, Oriental Plaza, 1 East Changan Avenue, Beijing 100738, the People's Republic of China.

151

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

        Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC's web site at www.sec.gov.

        As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

152

WOWO LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
CONSOLIDATED FINANCIAL STATEMENTS OF BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-5
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 (PREDECESSOR) AND DECEMBER 31, 2010 (SUCCESSOR)	F-6
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-7
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-8
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-10 - F-30
FINANCIAL STATEMENTS OF SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-31
BALANCE SHEET AS OF DECEMBER 31, 2010	F-32
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-33
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-34
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-35
NOTES TO FINANCIAL STATEMENTS	F-36 - F-43
FINANCIAL STATEMENTS OF CHANGZHOU BANGKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-44
BALANCE SHEET AS OF DECEMBER 31, 2010	F-45
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-46
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-47
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-48
NOTES TO FINANCIAL STATEMENTS	F-49 - F-55
FINANCIAL STATEMENTS OF SHENZHEN XUNJIE TIMES MEDIA CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-56
BALANCE SHEET AS OF DECEMBER 31, 2010	F-57

F-1

CONTENTS	PAGE(S)
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-58
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-59
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-60
NOTES TO FINANCIAL STATEMENTS	F-61 - F-68
FINANCIAL STATEMENTS OF WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-69
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-70
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-71
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-72
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-73
NOTES TO FINANCIAL STATEMENTS	F-74 - F-81
FINANCIAL STATEMENTS OF CHENGDU BEIGUO TECHNOLOGY CO., LTD
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-82
BALANCE SHEET AS OF DECEMBER 31, 2010	F-83
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-84
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)TO DECEMBER 31, 2010	F-85
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-86
NOTES TO FINANCIAL STATEMENTS	F-87 - F-93
FINANCIAL STATEMENTS OF FUZHOU BAIKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-94
BALANCE SHEET AS OF DECEMBER 31, 2010	F-95
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-96
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-97

F-2

CONTENTS	PAGE(S)
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-98
NOTES TO FINANCIAL STATEMENTS	F-99 - F-105
FINANCIAL STATEMENTS OF SHANGHAI YINQING ADVERTISING CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-106
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-107
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-108
STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-109
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-110
NOTES TO FINANCIAL STATEMENTS	F-111 - F-118
FINANCIAL STATEMENTS OF BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-119
BALANCE SHEET AS OF DECEMBER 31, 2010	F-120
STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-121
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-122
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-123
NOTES TO FINANCIAL STATEMENTS	F-124 - F-130
FINANCIAL STATEMENTS OF CHANGZHOU JINGCAITUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-131
BALANCE SHEET AS OF DECEMBER 31, 2010	F-132
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-133
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-134
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-135
NOTES TO FINANCIAL STATEMENTS	F-136 - F-142
FINANCIAL STATEMENTS OF LANGFANG WODETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-143

F-3

CONTENTS	PAGE(S)
BALANCE SHEET AS OF DECEMBER 31, 2010	F-144
STATEMENT OF OPERATIONS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-145
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-146
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-147
NOTES TO FINANCIAL STATEMENTS	F-148 - F-154
FINANCIAL STATEMENTS OF NINGBO TANGTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-155
BALANCE SHEET AS OF DECEMBER 31, 2010	F-156
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-157
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-158
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-159
NOTES TO FINANCIAL STATEMENTS	F-160 - F-167
FINANCIAL STATEMENTS OF XIAMEN SHANTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-168
BALANCE SHEET AS OF DECEMBER 31, 2010	F-169
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-170
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-171
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-172
NOTES TO FINANCIAL STATEMENTS	F-173 - F-180

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

        We have audited the accompanying consolidated balance sheets of Beijing Wowo Tuan Information Technology Co., Ltd., and its subsidiaries (the "Group") as of December 31, 2009 (predecessor), and December 31, 2010 (successor) and the related consolidated statements of operations, changes in equity and comprehensive income/(loss), and cash flows for the years ended December 31, 2009 and 2010 (predecessor). These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of the Group's internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2009 (predecessor) and December 31, 2010 (successor) and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010, (predecessor) in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-5

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

			As of December 31,
			2009 (predecessor)			2010 (successor)
ASSETS
Current assets:
	Cash and cash equivalents		$	5,064		$	180,899
	Accounts receivable			—			105,318
	Prepaid expenses and other current assets			—			45,735
	Amounts due from related parties			—			457,736
Total current assets				5,064			789,688
Property and equipment, net				—			102,319
Acquired intangible assets, net				—			661,242
Goodwill				—			1,840,346
TOTAL ASSETS				5,064			3,393,595
Current liabilities:
	Accounts payable			—			492,205
	Accrued expenses and other current liabilities			41			709,401
	Amount due to related party			1,683			2,367
	Income tax payable			2			41,454
Total current liabilities				1,726			1,245,427
Deferred tax liabilities				—			135,114
Total liabilities				1,726			1,380,541
Commitments and contingency (Note 13)
Equity:
	Beijing Wowo Tuan Information Technology Co., Ltd. shareholders' equity:
		Paid-in capital		4,323			2,070,501
		Accumulated deficit		(1,057	)		(58,235	)
		Accumulated other comprehensive income		72			788
Total equity				3,338			2,013,054
TOTAL LIABILITIES AND EQUITY			$	5,064		$	3,393,595

The accompanying notes are an integral part of these consolidated financial statements.

F-6

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars)

		Years ended December 31,
		2009 (predecessor)			2010 (predecessor)
Net revenues		$	—		$	2,633,522
Cost of revenues			—			2,179,120
Gross profit			—			454,402
Other operating income			709			—
Operating expenses:
	Selling and marketing		—			260,823
	General and administrative		758			209,990
Total operating expenses			758			470,813
Loss from operations			(49	)		(16,411	)
Other expenses			4			296
Loss before provision for income tax			(53	)		(16,707	)
Provision for income tax			—			40,471
Net loss		$	(53	)	$	(57,178	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS)

(In U.S. dollars, except share and share related data)

Predecessor	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total Beijing Wowo Tuan Information Technology Co., Ltd.'s equity			Total comprehensive income/(loss)
Balance as of January 1, 2009	$	4,323	$	(1,004	)	$	—	$	3,319
Net loss		—		(53	)		—		(53	)	$	(53	)
Foreign currency translation adjustments		—		—			72		72			72
Balance as of December 31, 2009		4,323		(1,057	)		72		3,338			19
Net loss		—		(57,178	)		—		(57,178	)		(57,178	)
Foreign currency translation adjustments		—		—			716		716			716
Capital injection		145,974		—			—		145,974
Share-based compensation		128		—			—		128
Balance as of December 31, 2010 (pre-change in basis)		150,425		(58,235	)		788		92,978			(56,462	)
Successor
Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan		1,920,076		—			—		1,920,076			—
Balance as of December 31, 2010 (post-change in basis)	$	2,070,501	$	(58,235	)	$	788	$	2,013,054		$	(56,462	)

The accompanying notes are an integral part of these consolidated financial statements.

F-8

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Years ended December 31,
			2009 (predecessor)			2010 (predecessor)
Cash flows from operating activities:
	Net loss		$	(53	)	$	(57,178	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Share-based compensation		—			128
		Depreciation and amortization		—			2,446
	Changes in operating assets and liabilities:
		Accounts receivable		—			(102,821	)
		Prepaid expenses and other current assets		—			(44,651	)
		Accounts payable		—			480,534
		Accrued expenses and other current liabilities		(961	)		293,220
		Income tax payable		2			40,469
Net cash (used in) provided by operating activities				(1,012	)		612,147
Cash flows from investing activities:
	Purchase of property and equipment			—			(93,406	)
	Payments for acquisition of business			—			(45,455	)
Cash used in investing activities				—			(138,861	)
Cash flows from financing activities:
	Capital injection			—			145,974
	Advances to related parties			—			(446,882	)
	Received cash from a related party			1,683			611
Net cash provided by (used in) financing activities				1,683			(300,297	)
Effect of exchange rate changes				—			2,846
Increase in cash				671			175,835
Cash and cash equivalents, beginning of year				4,393			5,064
Cash and cash equivalents, end of year			$	5,064		$	180,899
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	2
Share consideration to be issued in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan				—		$	1,363,637

The accompanying notes are an integral part of these consolidated financial statements.

F-9

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Wowo Tuan Information Technology Co., Ltd., ("Beijing Wowo Tuan" or "the Company") was established by two shareholders in Beijing, the People's Republic of China ("PRC") as a limited liability company on May 26, 2008 and commenced its operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Mr. Maodong Xu and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired the Company ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (equal to RMB12.3 million) including cash of $500,000 (equal to RMB3.3 million) and an undertaking to issue shares in Wowo Group Limited which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in Wowo Group Limited was valued at $1,363,637 (equal to RMB9 million).

        Wowo Group Limited is a limited company subsequently incorporated on January 11, 2011 in the British Virgins Islands of which Mr. Maodong Xu and his brother, Mr. Tianqing Xu, are the majority shareholders.

        Shortly after the completion of the acquisition of the Company, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Mr. Tianqing Xu at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Mr. Maodong Xu and Mr. Tianqing Xu, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Mr. Maodong Xu and Mr. Tianqing Xu of the acquisition of the Company has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        Consequently, the pre-change in basis financial statements of the Company("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting bases. However, because the date of the change in basis was December 30, 2010, the statements of operations and cash flow statements of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis since adjustments to the amounts required for the one day of December 31, 2010 would not be material.

F-10

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        The Xu family cost of acquiring the Company was allocated as follows:

					Amortization period
Cash		$	124,145
Accounts receivable			298,090
Other current assets			325,491
Property and equipment			93,180
Prepayment for acquisition of business			45,455
Intangible assets:
	Trade name/domain name		381,362			10 years
	User base		158,030			2 years
	Operating system		1,061			3 years
Accounts payable			(456,927	)
Other current liabilities			(486,866	)
Deferred tax liability			(135,114	)
Goodwill			1,515,730
Total consideration		$	1,863,637

        On December 31, 2010, Beijing Wowo Tuan acquired 100% interests in two online group buying services entities, namely Shenyang19tuan and Jinan0531tuan (see note 4 for details) and hence, it consolidated the financial position of the two entities since December 31, 2010. Beijing Wowo Tuan, Shenyang19tuan and Jinan0531tuan were collectively referred to as the Group.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Basis of consolidation

        The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.

Revenue recognition

        The Group recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Group; and (iii) the Group has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where

F-11

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

applicable, when (i) the Group is the primary obligor in the transaction; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, the Group records revenue on a net basis when (i) the Group is not the primary obligor in the transaction; (ii) the Group collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the years ended December 31, 2009 and 2010 were nil and $58,803, respectively.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the years ended December 31, 2009 and 2010 totaled $41 and $29,462, respectively.

Rewards programs

        The Group uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Group grants the customer credits that can be redeemed in the future. The Group accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets (see Note 9 "Accrued expenses and other current liabilities") and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Group's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, customer returns and refunds, valuation allowance for deferred tax assets and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-12

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Acquired intangible assets

        Acquired intangible assets with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	10 years
User base	2 years
Operating system	3 years

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the year ended December 31, 2010.

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the

F-13

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the year ended December 31, 2010.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional currency of the Company and the Group is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and

F-14

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Share-based payments

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 4 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses over the requisite service periods based on a straight-line method.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

        Cash is the common forms of the consideration made in acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in earnings.

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

F-15

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, amount due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Mr. Maodong Xu and Mr. Tianqing Xu and business acquisitions of Shenyang19tuan and Jinan0531tuan.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures

F-16

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had

F-17

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews operation results when making decisions about allocating resources and assessing performance of the Company; hence, the Company has only one operating segment. The Group has internal reporting that does not distinguish between markets or segments.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

4.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shenyang19tuan

        On December 31, 2010, Beijing Wowo Tuan acquired online group buying services business under the domain name of www.19tuan.com ("Shenyang19tuan") from Shenyang Liaoyi Internet Co., Ltd. for a cash consideration of $303,030 (RMB2 million), which was not settled as of December 31, 2010. The

F-18

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

consideration payable in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% equity interest of Shenyang Wowo Shijiu Internet Technology Co., Ltd. a newly incorporated company by Beijing Wowo Tuan on April 1, 2011 for the online group buying service business of Shenyang19tuan, to the certain key employees for their continuing employment with Shenyang19tuan for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. Accordingly, all the related cost would be considered compensation for post-combination services.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,393
Intangible assets:
	Trade name/domain name		40,909		10 years
	User base		25,712		2 years
	Operating system		4,016		3 years
Goodwill			228,000
Total consideration		$	303,030

        The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Shenyang19tuan had occurred on January 1, 2010. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the year ended December 31, 2010
	(unaudited)
Pro forma net revenues		3,226,226
Pro forma net loss		(40,578	)

(b)   Acquisition of Jinan0531tuan

        On December 31, 2010, Beijing Wowo Tuan acquired online group buying services business under the domain name of www.Jinan0531tuan.com ("Jinan0531tuan") from Jinan Meituan Information Consulting Co., Ltd. for a cash consideration of $151,515 (RMB1 million). The Group made the first installment of $45,455 to the selling shareholders on the acquisition date, and the consideration payable

F-19

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

of $106,061 in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Jinan Wuzhiwu Information Technology Co., Ltd., a newly incorporated subsidiary by Beijing Wowo Tuan on April 2, 2011 for the online group buying service business of Jinan0531tuan, to the key employee for his continuing employment with Jinan0531tuan for the next three years after the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employee's ability to sell or transfer the share is contingent upon the employee providing three years of service. Accordingly, all the related cost would be considered compensation for post-combination services.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,747
Intangible assets:
	Trade name/domain name		16,667		10 years
	User base		27,121		2 years
	Operating system		6,364		3 years
Goodwill			96,616
Total consideration		$	151,515

        The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Jinan0531tuan had occurred on January 1, 2010. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the year ended December 31, 2010
	(unaudited)
Pro forma net revenues	$	3,435,439
Pro forma net income	$	17,627

F-20

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

5.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Advance to suppliers	$	—	$	16,242
Short-term deposits		—		12,038
Advances to employees		—		8,372
Prepaid rental expenses		—		8,106
Other current assets		—		977
	$	—	$	45,735

6.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Furniture and fixtures	$	—	$	8,718
Computer and software		—		96,106
Total		—		104,824
Less: accumulated depreciation		—		(2,505	)
Property and equipment, net	$	—	$	102,319

        Depreciation expenses for the year ended December 31, 2009 and 2010 were nil and $2,446, respectively.

7.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31 2010 (successor)
Trade name/domain name	$	438,938
User base		210,863
Operating system		11,441
Total		661,242
Less: Accumulated amortization		—
Acquired intangible assets, net	$	661,242

F-21

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

7.     ACQUIRED INTANGIBLE ASSETS, NET (Continued)

        The amortization expenses were nil for the year ended December 31, 2010. Estimated amortization expenses of the existing intangible assets for the next five years ending December 31, 2011, 2012, 2013, 2014, 2015 and thereafter are $153,138, $153,138, $47,707, $43,894 and $263,365, respectively.

8.     GOODWILL

        The movement of the goodwill for the date of December 31, 2010 is as follows:

Balance as of January 1, 2010		$	—
Goodwill recognized in connection with acquisitions of:
	Beijing Wowo Tuan (Note 1)		1,515,730
	Shenyang 19tuan (Note 4(a))		228,000
	Jinan 0531tuan (Note 4(b))		96,616
	Exchange differences		—
Balance as of December 31, 2010		$	1,840,346

9.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

		December 31,
		2009 (predecessor)		2010 (successor)
Consideration payable in connection
	with business acquisitions (Note 4)	$	—	$	409,091
Accrued payroll and welfare			—		172,241
Other tax payable			41		35,628
Accrued refunds			—		26,076
Advance from customers			—		6,979
Advance from rewards to customers			—		2,326
Other current liabilities			—		57,060
Total accrued expenses and other current liabilities		$	41	$	709,401

10.   INCOME TAXES

        Beijing Wowo Tuan and its subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"), which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the years of 2009 and 2010.

F-22

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

10.   INCOME TAXES (Continued)

        Under the New EIT Law effective from January 1, 2008, the rules for determining whether an entity is resident in the PRC for tax purposes have changed and the determination of residence depends amongst other things on the "place of actual management".

		Years ended December 31
		2009 (predecessor)		2010 (predecessor)
Income tax expenses:
	Current	$	—	$	40,471
	Deferred		—		—
Total		$	—	$	40,471

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31,
		2009 (predecessor)			2010 (successor)
Deferred tax assets
Current
	Accrued payroll	$	—		$	43,060
Total current deferred tax assets			—			43,060
Non-current
	Net operating loss carry forwards		264			—
Total deferred tax assets			264			43,060
Less: valuation allowance			(264	)		(43,060	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	—		$	135,114
Total deferred tax liabilities		$	—		$	135,114

        The Group had net operating losses of $264 and nil as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance was $264 and $43,060, respectively, which were provided against deferred tax assets arising from net operating losses due to the uncertainty of realization.

        The net operating loss carry forwards for the Group as of December 31, 2010 will expire in 2014.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being

F-23

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

10.   INCOME TAXES (Continued)

sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the year ended December 31, 2009 and 2010, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods. The years of 2009 and 2010 remain subject to examination by the PRC tax authorities.

        A reconciliation between the provision for income tax computed by applying statutory PRC enterprise income tax rate of 25% in 2009, 2010 and thereafter, and the actual provision of income taxes is as follows:

	Years ended December 31
	2009 (predecessor)			2010 (predecessor)
Net loss before provision for income taxes	$	(53	)	$	(16,707	)
Statutory tax rates in the PRC		25	%		25	%
Income tax at statutory tax rate		(13	)		(4,177	)
Expenses not deductible for tax purposes		—			1,852
Changes of valuation allowance		13			42,796
Income tax expenses	$	—		$	40,471

11.   FAIR VALUE MEASUREMENT

        The Company measured fair value of assets and liabilities acquired in business acquisitions using various valuation methods, primarily consisting of the "cost," "income approach-excess earnings" and "with & without" valuation methods. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (Note 4).

12.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")	Controlled by Mr. Maodong Xu
Mr. Yunming Wang	Shareholder of Jihe Weilai

F-24

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

12.   RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

        As of December 31, 2009 and 2010, the following balances were due from/to the related party:

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due from Lmobile	$	—	$	177,980	(i)
Amount due from Mr. Yunming Wang	$	—	$	279,756	(ii)
Total	$	—	$	457,736

(i)

The amount represents cash collected by Lmobile on behalf of Beijing Wowo Tuan which was received in January 2011.

(ii)

The amount represents cash collected by Mr. Yunming Wang on behalf of the Group. This amount is expected to be received in the year of 2011.

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due to Mr. Yunming Wang	$	1,683	$	2,367
Total	$	1,683	$	2,367

        All the amounts due from/to related party are unsecured and non-interest bearing.

13.   COMMITMENTS AND CONTINGENCY

Operating lease

        The Group leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2009 and 2010 were nil and $15,961, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	51,493
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	51,493

F-25

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

13.   COMMITMENTS AND CONTINGENCY (Continued)

Consideration for business acquisition

        The Group has entered into two acquisition agreements as of December 31, 2010 for Shijiazhuang Letuaner and Changzhou Bangketuan (see Note 15 for details) of which the acquisitions were completed in the year 2011. The payments for the acquisition consideration were $151,515 in total and were paid in 2011.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Group's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Group believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Group's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Group's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Group's business taxes to be paid on the gross revenue, this would result in an increase of the Group's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Group for any unpaid business taxes.

14.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were nil and $105,299 for the years ended December 31, 2009 and 2010, respectively, were reported as a component of general and administrative expenses when incurred.

F-26

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

15.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of December 31, 2010 through August 5, 2011, the date the consolidated financial statements were available to be issued.

Reorganization of the Group

        On May 31, 2011, the shareholders of Beijing Wowo Tuan entered into a series of contractual arrangements with Beijing Wowo Shijie Information Technology Co., Ltd ("WOFE"), an entity established on May 19, 2011 in Beijing, the PRC, of which Wowo Group Limited, a company that Mr. Maodong Xu and Mr. Tianqing Xu are collectively held more than 50% equity interest, holds 100% equity interest. Through entering into these contractual arrangements between WOFE and Beijing Wowo Tuan, Wowo Group Limited effectively control over and entitled to the residual returns of Beijing Wowo Tuan and its subsidiaries and considered as the primary beneficiary of Beijing Wowo Tuan and its subsidiaries.

Business Acquisitions

        Subsequent to the balance sheet date, Beijing Wowo Tuan acquired entities which operate group buying businesses in different provinces in the PRC.

(a)   Acquisition of Shijiazhuang Letuaner

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Shijiazhuang Letuaner which operates the group buying business in Shijiazhuang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Shijiazhuang Letuaner to the original shareholder and the key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

(b)   Acquisition of Changzhou Bangketuan

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Bangketuan which operates the group buying business in Changzhou for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Bangketuan to the original shareholders and the key employees for their continuing employment with Changzhou Bangketuan for the next three years from the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Bangketuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

F-27

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

15.   SUBSEQUENT EVENTS (Continued)

(c)   Acquisition of Wuxi Yuzhong

        In February 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd.'s ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $303,030 (RMB2 million). In addition, Beijing Wowo Tuan injected $454,546 (RMB3 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain stock options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

(d)   Acquisition of Shenzhen Xunjie

        In February 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

(e)   Acquisition of Fuzhou Baiketuan

        In March 2011, Beijing Wowo Tuan acquired 100% interest of Fuzhou Baiketuan, which operates the group buying business in Fuzhou for a total consideration of $45,455 (RMB0.3 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees for their continuing employment with Fuzhou Baiketuan for the next three years from the acquisition date.

(f)    Acquisition of Chengdu Beiguo

        In March 2011, Beijing Wowo Tuan acquired 56% equity interest of Chengdu Beiguo Technology Co., Ltd ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $242,424 (RMB1.6 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        On July 1, 2011, 44% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan. As consideration, 150,000 stock options of its parent's company will be issued to the original shareholders for future service with the Company over the next four years.

(g)   Acquisition of Shanghai Yinqing

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB 2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

F-28

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

15.   SUBSEQUENT EVENTS (Continued)

(h)   Acquisition of Langfang Wodetuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Langfang Wodetuan, which operates the group buying business in Langfang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date.

(i)    Acquisition of Xiamen Shantuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Xiamen Shantuan which operates the group buying business in Xiamen for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the original shareholders and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

(j)    Acquisition of Changzhou Jingcaituan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in of Changzhou Jingcaituan, which operates the group buying business in Changzhou for a total consideration of $818,182 (RMB5.4 million).

(k)   Acquisition of Ningbo Tangtuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Ningbo Tangtuan, which operates the group buying business in Ningbo for a total consideration of $303,030 (RMB2 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date.

(l)    Acquisition of other group buying businesses

        In February 2011, Wowo Holding Limited (HongKong) ("Wowo HK") acquired 100% interest in Shijiazhuang Jutuaner, which operate the searching platform for group buying business in Shijiazhuang, for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (equal to RMB0.4 million) and shares of Wowo HK valued at $60,606 (equal to RMB0.4 million). In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration.

        In February 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou Zuituan for contingent consideration based on performance of the original shareholders for the next two years.

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% interest in Changsha Tuankela, Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Xiamen, Hangzhou, Shaoxing, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $1,056,060 (RMB6.97 million).

F-29

BEIJING WOWO TUAN INFORMATION TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

15.   SUBSEQUENT EVENTS (Continued)

Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Changsha Tuankela, Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders for their continuing employment with Changsha Tuankela, Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, respectively, for the next three years from the acquisition date.

        In March 2011, Beijing Wowo Tuan, together with two other unrelated companies, set up a company named Baoding Dulituan with paid-in capital of $606,061 (RMB4 million), Beijing Wowo Tuan held 51% equity shares of Baoding Dulituan with capital injection of $309,091(RMB2.04 million). Baoding Dulituan is engaged in group buying business in Baoding.

        In April 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        The above transactions were considered as acquisition of businesses and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes. The allocations of price purchase of above acquisitions as of the respective acquisition date are in process.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Jinan0531tuan entered into a supplemental agreement to the acquisition agreements in December 2010. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Jinan0531tuan and will pay additional consideration to the original shareholders for future service with the Company over the next four years.

F-30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Shijiazhuang Chuanglian Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance auditing the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-31

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	33,692
	Accounts receivable		16,899
	Prepaid expenses and other current assets		454,758
Total current assets			505,349
Property and equipment, net			21,495
TOTAL ASSETS			526,844
Current liabilities:
	Account payable		77,750
	Accrued expenses and other current liabilities		29,095
Total current liabilities			106,845
Total liabilities			106,845
Commitment and contingency (Note 8)
Shareholder's equity:
	Paid-in capital		372,777
	Accumulated deficit		(34,971	)
	Accumulated other comprehensive income		82,193
Total equity			419,999
TOTAL LIABILITIES AND EQUITY		$	526,844

The accompanying notes are an integral part of this financial statement.

F-32

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	777,774
Cost of revenues			575,425
Gross profit			202,349
Operating expenses:
	Selling and marketing		87,184
	General and administrative		121,407
	Total operating expenses		208,591
Loss from operations			(6,242	)
Interest income			1,101
Other expenses			(148	)
Loss before provision for income tax			(5,289	)
Provision for income tax			—
Net loss		$	(5,289	)

The accompanying notes are an integral part of this financial statement.

F-33

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of January 1, 2010	$	372,777	$	15,882		$	66,734	$	455,393
Net loss		—		(5,289	)		—		(5,289	)	$	(5,289	)
Distribution to shareholder		—		(45,564	)		—		(45,564	)
Foreign currency translation adjustments		—		—			15,459		15,459			15,459
Balance as of December 31, 2010	$	372,777	$	(34,971	)	$	82,193	$	419,999		$	10,170

The accompanying notes are an integral part of this financial statement.

F-34

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(5,289	)
	Depreciation			6,345
	Changes in operating assets and liabilities:
		Accounts receivable		16,972
		Prepaid expenses and other current assets		(27,968	)
		Accounts payable		(2,068	)
		Accrued expenses and other current liabilities		(1,838	)
Net cash used in operating activities				(13,846	)
Cash flows from investing activities:
	Purchase of property and equipment			(10,996	)
Cash used in investing activities				(10,996	)
Cash flows from financing activities:
	Net distribution to shareholder			(45,564	)
Cash used in financing activities				(45,564	)
Effect of exchange rate changes				2,860
Decrease in cash				(67,546	)
Cash and cash equivalents at beginning of year				101,238
Cash and cash equivalents at end of year			$	33,692

The accompanying notes are an integral part of this financial statement.

F-35

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian" or "the Company"), was incorporated on October 22, 2002 in Hebei province, the People's Republic of China ("PRC"), as a limited liability company. Shijiazhuang Chuanglian is primarily engaged in hotel and restaurant booking services ("the Booking Services") since its incorporation. Starting from May 27, 2010, in addition to the Booking Services, Shijiazhuang Chuanlian commenced its operation of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") and thereafter, Shijiazhuang Letuaner contributed majority of the revenues and net income to the Company.

        On January 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Shijiazhuang Chuanlian (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Following the acquisition, the Booking Services continues to be operated by its original shareholder and Shijiazhuang Letuaner operated under Beijing Wowo Tuan as one of the divisions. On March 4, 2011, Beijing Wowo Tuan set up a new PRC entity, Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan") and transferred its interest in Shijiazhuang Letuaner into Shijiazhuang Wowo Tuan. Hence the accompanying financial statements are presented for the year ended December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 was $4,083.

        The Company receives commissions from the Booking Services provided to the customers for hotel and restaurant reservation. Commissions are recognized when the Booking Services are rendered.

F-36

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the year ended December 31, 2010 was $14,351.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

F-37

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis.

F-38

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will

F-39

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-40

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Amount due from a third party	$	439,905
Advances to employees		12,883
Prepaid rental expenses		1,970
	$	454,758

        Amount due from a third party represents receivables from a third party for working capital and expenses the Company paid on behalf of a third party. This balance was unsecured, interest free and has no fixed repayment terms.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	30,866
Computer and software		49,510
Total		80,376
Less: accumulated depreciation		(58,881	)
Property and equipment, net	$	21,495

        Depreciation expenses for year ended December 31, 2010 was $6,345.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from customers	$	12,313
Accrued payroll and welfare		9,236
Other tax payable		7,546
	$	29,095

F-41

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the year ended December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDER

        During the year ended December 31, 2010, the Company's shareholder collected cash of $45,564 from the customers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholder and recorded as a reduction to the shareholder's equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the year ended December 31, 2010 was $9,319.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	2,273
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	2,273

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company

F-42

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.   SUBSEQUENT EVENTS

        On January 1, 2010, Beijing Wowo Tuan acquired Shijiazhuang Letuaner for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% interest of Shijiazhuang Letuaner to the original shareholder and certain key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

F-43

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU BANGKETUAN

        We have audited the accompanying balance sheet of Changzhou Bangketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-44

CHANGZHOU BANGKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net		$	5,812
TOTAL ASSETS			5,812
Current liabilities:
Business tax payable			6,220
Income tax payable			1,292
Total current liabilities			7,512
Total liabilities			7,512
Commitment and contingency (Note 6)
Shareholder's deficit:
	Paid-in capital		146,479
	Accumulated deficit		(153,308	)
	Accumulated other comprehensive income		5,129
Total deficit			(1,700	)
TOTAL LIABILITIES AND DEFICIT		$	5,812

The accompanying notes are an integral part of this financial statement.

F-45

CHANGZHOU BANGKETUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	450,644
Cost of revenues			373,368
Gross profit			77,276
Operating expenses:
	Selling and Marketing		26,864
	General and administrative		45,369
	Total operating expenses		72,233
Income from operations			5,043
Provision for income tax			1,261
Net income		$	3,782

The accompanying notes are an integral part of this financial statement.

F-46

CHANGZHOU BANGKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	146,479	$	—		$	22	$	146,501
Net income		—		3,782			—		3,782		$	3,782
Distribution to shareholder		—		(157,090	)		—		(157,090	)		—
Foreign currency translation adjustments		—		—			5,107		5,107			5,107
Balance as of December 31, 2010	$	146,479	$	(153,308	)	$	5,129	$	(1,700	)	$	8,889

The accompanying notes are an integral part of this financial statement.

F-47

CHANGZHOU BANGKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,782
	Depreciation			778
	Changes in operating assets and liabilities:
		Business tax payable		6,073
		Income tax payable		1,261
Net cash provided by operating activities				11,894
Cash flows from investing activities:
	Purchase of property and equipment			(6,452	)
	Amounts due from related party			146,479
Net cash used in investing activities				140,027
Cash flows from financing activities:
	Net distribution to shareholder			(157,090	)
Net cash used in financing activities				(157,090	)
Effect of exchange rate changes				5,169
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-48

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") was incorporated on October 16, 2008 in Jiangsu province, the People's Republic of China ("PRC"), as a limited liability company. The Changzhou Subang had no operation since its inception until July 16, 2010.

        On July 16, 2010,Changzhou Subang commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.bangke.com ("Changzhou Bangketuan" or "the Company") in the PRC.

        On January 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Changzhou Subang (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up another PRC entity, Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan") on February 9, 2011 and transferred this online group buying services business of Changzhou Bangketuan to Changzhou Wowo Tuan. During the period between the date of the acquisition, January 7, 2011, and the establishment date of Changzhou Wowo Tuan, February 9, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 was $15,710.

F-49

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period for the year ended December 31, 2010 was $4,498.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-50

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after

F-51

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had

F-52

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,576
Computer and software		5,033
Total		6,609
Less: accumulated depreciation		(797	)
Property and equipment, net	$	5,812

        Depreciation expenses for the year ended December 31, 2010 was $778.

4.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% for the year ended December 31, 2010.

F-53

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $157,090 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

6.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2010 was $1,519.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	271
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	271

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an

F-54

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

6.     COMMITMENT AND CONTINGENCY (Continued)

increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

7.     SUBSEQUENT EVENTS

        On January 7, 2011, Beijing Wowo Tuan acquired Changzhou Bangketuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Wowo Tuan to the orginal shareholder and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Bangketuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

F-55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

        We have audited the accompanying balance sheet of Shenzhen Xunjie Times Media Co. Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive loss, and cash flow for the period from May 5, 2010 (business commencement date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 5, 2010 (business commencement date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-56

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	4,295
	Amount due from a related party		229,513
Total current assets			233,808
Property and equipment, net			38,081
TOTAL ASSETS			271,889
Current liabilities:
	Accounts payable		102,937
	Accrued expenses and other current liabilities		25,332
Total current liabilities			128,269
Total liabilities			128,269
Commitment and contingency (Note 7)
Shareholder's equity:
	Paid-in capital		147,189
	Accumulated deficit		(7,709	)
	Accumulated other comprehensive income		4,140
Total equity			143,620
TOTAL LIABILITIES AND EQUITY		$	271,889

The accompanying notes are an integral part of this financial statement.

F-57

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Net revenues		$	662,877
Cost of revenues			526,771
Gross profit			136,106
Operating expenses:
	Selling and marketing		78,222
	General and administrative		65,593
Total operating expenses			143,815
Loss before provision for income tax			(7,709	)
Net loss		$	(7,709	)

The accompanying notes are an integral part of this financial statement.

F-58

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive loss
Balance as of May 5, 2010 (business commencement date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		147,189		—			—		147,189
Net loss		—		(7,709	)		—		(7,709	)	$	(7,709	)
Foreign currency translation adjustments		—		—			4,140		4,140			4,140
Balance as of December 31, 2010	$	147,189	$	(7,709	)	$	4,140	$	143,620		$	(3,569	)

The accompanying notes are an integral part of this financial statement.

F-59

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CASH FLOWS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Cash flows from operating activities:
	Net loss	$	(7,709	)
	Depreciation		748
Changes in operating assets and liabilities:
	Accounts payable		100,496
	Accrued expenses and other current liabilities		24,732
Net cash provided by operating activities			118,267
Cash flows from investing activities:
	Purchase of property and equipment		(37,926	)
	Amount due from a related party		(224,071	)
Cash used in investing activities			(261,997	)
Cash flows from financing activities:
	Capital contribution from shareholder		147,189
Cash provided by financing activities			147,189
Effect of exchange rate changes			836
Increase in cash			4,295
Cash and cash equivalents as of May 5, 2010 (business commencement date)			—
Cash and cash equivalents as of December 31, 2010		$	4,295

The accompanying notes are an integral part of this financial statement.

F-60

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Mr. Yong Yang and Ms. Juan Shi commenced the business in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platform which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile") on May 5, 2010. On September 21, 2010, Mr. Yong Yang and Ms. Juan Shi established Shenzhen Xunjie Times Media Co., Ltd. ("the Company"), a limited liability company incorporated in Shenzhen, the People's Republic of China ("PRC") to operate these businesses under the Company. Hence, the accompanying financial statements are presented for the period from May 5, 2010 (business commencement date) to December 31, 2010.

        On February 23, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("the Company") by injecting $454,545 (RMB3 million) into the Company as capital.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes online group buying revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 5, 2010 (business commencement date) to December 31, 2010 were insignificant.

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company sign the service agreements.

F-61

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $8,352.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-62

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-63

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related party, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to

F-64

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income

F-65

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Computer and software	$	9,443
Leasehold improvement		29,405
Total		38,848
Less: accumulated depreciation		(767	)
Property and equipment, net	$	38,081

        Depreciation expenses for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $748.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	23,365
Other tax payable		1,967
	$	25,332

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 5, 2010 (business commencement date) to December 31, 2010.

F-66

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX (Continued)

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	1,927
Total deferred tax assets			1,927
Less: valuation allowance			(1,927	)
Net deferred tax assets		$	—

        The Company has net operating losses of $7,709 as of December 31, 2010. As of December 31, 2010, valuation allowance was $1,927 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

6.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Juan Shi	Shareholder of Shenzhen Xunjie

	As of December 31, 2010
Amount due from Ms. Juan Shi	$	229,513	(i)
	$	229,513

(i)

The amount represents cash collected by Ms. Juan Shi on behalf of the Company, which is expected to be received in the year of 2011.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expenses under operating leases for the period from May 5, 2010 (business commencement date) to December 31, 2010 were $12,771.

F-67

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	20,804
	2012		20,804
	2013		8,032
	2014		—
	2015 and thereafter		—
Total		$	49,640

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Wuxi Yuzhong Internet technology Co., Ltd. (the "Company") as of December 31, 2009 and 2010, and related statements of operations, changes in equity and comprehensive loss, and cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010, and the results of its operations and its cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-69

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2009			As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	134,932		$	249,197
	Prepaid rental expenses		—			2,006
	Amounts due from related party		—			136,079
Total current assets			134,932			387,282
Property and equipment, net			4,603			50,779
TOTAL ASSETS			139,535			438,061
Current liabilities:
	Account payable		—			351,783
	Accrued expenses and other current liabilities		—			47,659
Total current liabilities			—			399,442
Total liabilities			—			399,442
Commitment and contingency (Note 7)
Shareholder's equity:
	Paid-in capital		146,501			146,501
	Accumulated deficit		(11,425	)		(110,102	)
	Accumulated other comprehensive income		4,459			2,220
Total equity			139,535			38,619
TOTAL LIABILITIES AND EQUITY		$	139,535		$	438,061

The accompanying notes are an integral part of this financial statement.

F-70

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF OPERATIONS

(In U.S. dollars)

		For the period from June 3, 2009 (inception date) to December 31, 2009			For the year ended December 31, 2010
Net revenues		$	—		$	1,296,305
Cost of revenues			—			1,110,086
Gross profit			—			186,219
Operating expenses:
	Selling and marketing		—			49,598
	General and administrative		11,419			235,322
Total operating expenses			—			284,920
Loss from operations			(11,419	)		(98,701	)
Interest income			23			274
Other expense			(29	)		(250	)
Loss before income tax			(11,425	)		(98,677	)
Provision for income tax			—			—
Net loss		$	(11,425	)	$	(98,677	)

The accompanying notes are an integral part of this financial statement.

F-71

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income/(loss)			Total equity			Total comprehensive loss
Balance as of June 3, 2009 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholder		146,501		—			—			146,501
Net loss		—		(11,425	)		—			(11,425	)	$	(11,425	)
Foreign currency translation adjustments		—		—			4,459			4,459			4,459
Balance as of December 31, 2009		146,501		(11,425	)		4,459			139,535			(6,966	)
Net loss		—		(98,677	)		—			(98,677	)		(98,677	)
Foreign currency translation adjustments		—		—			(2,239	)		(2,239	)		(2,239	)
Balance as of December 31, 2010	$	146,501	$	(110,102	)	$	2,220		$	38,619		$	(100,916	)

The accompanying notes are an integral part of this financial statement.

F-72

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			For the period from June 3, 2009 to December 31, 2009			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(11,425	)	$	(98,677	)
	Depreciation			363			4,052
	Changes in operating assets and liabilities:
		Prepaid rental expenses		—			(1,958	)
		Accounts payable		—			343,442
		Accrued expenses and other current liabilities		—			46,529
Net cash (used in) provided by operating activities				(11,062	)		293,388
Cash flows from investing activities:
	Purchase of property and equipment			(4,963	)		(48,980	)
	Amount due from related party			(2	)		(132,852	)
Cash used in investing activities				(4,965	)		(181,832	)
Cash flows from financing activities:
	Capital contribution from shareholder			146,501			—
Cash provided by financing activities				146,501			—
Effect of exchange rate changes				4,458			2,709
Increase in cash and cash equivalents				134,932			114,265
Cash and cash equivalents at beginning of year				—			134,932
Cash and cash equivalents at end of year			$	134,932		$	249,197

The accompanying notes are an integral part of this financial statement.

F-73

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wuxi Yuzhong Internet Technology Co., Ltd. ("the Company") was incorporated in Wuxi, the People's Republic of China ("PRC"), as a limited liability company on June 3, 2009 (inception date).

        The Company, which commenced its operation in April 2010, is principally engaged in the provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $303,030(RMB2 million). In addition, Beijing Wowo Tuan injected $454,546(RMB3 million) into the Company as capital. Wuxi Yuzhong became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

        obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection, otherwise, the Company records revenue on a net basis. The total return and refund amount for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $9,975, respectively.

Business tax

        The Company is subject to business taxes at the rate of 5.5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from June 3, 2009 (inception date) to December 31, 2009 and year ended December 31, 2010 were nil and $10,942, respectively.

F-74

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	3 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-75

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best

F-76

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may

F-77

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-78

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2009			December 31, 2010
Furniture and fixtures	$	—		$	11,168
Computer and software		4,966			39,478
Leasehold improvement		—			4,196
Total		4,966			54,842
Less: accumulated depreciation		(363	)		(4,063	)
Property and equipment, net	$	4,603		$	50,779

        Depreciation expenses for the period from June 3, 2009 (date of inception) to December 31, 2009 and the year ended December 31, 2010 were $363 and $4,052, respectively.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2009		December 31, 2010
Accrued payroll and welfare	$	—	$	42,695
Other tax payable		—		4,207
Other payable		—		757
	$	—	$	47,659

5.     INCOME TAXES

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010. No income tax expenses were recognized in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010 as the Company had incurred operating loss for both periods.

F-79

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

5.     INCOME TAXES (Continued)

        The significant components of the Group's deferred tax assets were as follows:

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	2,856		$	24,669
Total deferred tax assets			2,856			24,669
Valuation allowance			(2,856	)		(24,669	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $11,425 and $98,677 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $2,856 and $24,669, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

6.     RELATED PARTY BALANCE

Name	Relationship with the Company
Mr. Liheng Liu	Shareholder of Wuxi Yuzhong Internet technology Co., Ltd.

	December 31, 2009		December 31, 2010
Amount due from Mr. Liheng Liu	$	—	$	136,079	(i)
	$	—	$	136,079

(i)

The amount represents cash collected by Mr. Liheng Liu on behalf of the Company.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expense under operating leases for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $22,157, respectively.

F-80

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

        Years ending December 31:

2011	$	28,955
2012		7,091
2013		5,318
2014		—
2015 and thereafter		—
Total	$	41,364

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENT

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain stock options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

F-81

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHENGDU BEIGUO TECHNOLOGY CO., LTD

        We have audited the accompanying balance sheet of Chengdu Beiguo Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 20, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 20, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-82

CHENGDU BEIGUO TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	2,284
	Prepaid expenses and other current assets		32,076
	Amount due from related party		295,142
Total current assets			329,502
TOTAL ASSETS			329,502
Current liabilities:
	Account payable		152,775
	Accrued expenses and other current liabilities		9,893
	Income tax payable		22,769
Total current liabilities			185,437
Total liabilities			185,437
Commitments and contingencies (Note 7)
Shareholder's equity:
	Paid-in capital		75,284
	Retained earnings		66,687
	Accumulated other comprehensive income		2,094
Total equity			144,065
TOTAL LIABILITIES AND EQUITY		$	329,502

The accompanying notes are an integral part of this financial statement.

F-83

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from August 20, 2010 (inception date) to December 31, 2010
Net revenues		$	1,121,553
Cost of revenues			970,857
Gross profit			150,696
Operating expenses:
	Selling and marketing		12,923
	General and administrative		48,857
Total operating expenses			61,780
Income from operations			88,916
Income before provision for income tax			88,916
Provision for income tax			22,229
Net income		$	66,687

The accompanying notes are an integral part of this financial statement.

F-84

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of August 20, 2010 (inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder		75,284		—		—		75,284
Net income		—		66,687		—		66,687	$	66,687
Foreign currency translation adjustments		—		—		2,094		2,094		2,094
Balance as of December 31, 2010	$	75,284	$	66,687	$	2,094	$	144,065	$	68,781

The accompanying notes are an integral part of this financial statement.

F-85

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 20, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	66,687
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(31,315	)
		Accounts payable		149,152
		Accrued expenses and other current liabilities		9,658
		Income tax payable		22,229
Net cash provided by operating activities				216,411
Cash flows from investing activities:
	Amount due from related party			(288,144	)
Cash used in investing activities				(288,144	)
Cash flows from financing activities:
	Capital contribution by shareholder			75,284
Net cash provided by financing activities				75,284
Effect of exchange rate changes				(1,267	)
Increase in cash				2,284
Cash and cash equivalents as of August 20, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	2,284

The accompanying notes are an integral part of this financial statement.

F-86

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Chengdu Beiguo Technology Co., Ltd ("the Company") was incorporated in Chengdu, the People's Republic of China ("PRC"), as a limited liability company on August 20, 2010.

        The Company is principally engaged in operating the online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC on August 20, 2010.

        In March 2011, Beijing Wowo Tuan acquired 56% equity interest of the Company and paid to the Company's existing shareholders for $242,424 (RMB1.6 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into the Company as capital. Chengdu Beiguo became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from August 20, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 20, 2010 (inception date) to December 31, 2010 were insignificant.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from August 20, 2010 (inception date) to December 31, 2010 was $8,984.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying

F-87

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-88

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The

F-89

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011.

F-90

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Prepaid expenses	$	31,818
Rental deposit		258
	$	32,076

F-91

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from customers	$	909
Other tax payable		8,984
	$	9,893

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from August 20, 2010 (inception date) to December 31, 2010.

6.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Jin Ye		Shareholder of Chengdu Beiguo

	As of December 31, 2010
Amount due from Ms. Jin Ye	$	295,142	(i)
	$	295,142

(i)

The amount represents cash collected by Ms. Jin Ye on behalf of the Company.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from August 20, 2010 (inception date) to December 31, 2010 was $2,933.

F-92

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,094
	2012		2,161
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	7,255

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENT

        On July 1, 2011, 44% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan. As consideration, 150,000 stock options of its parent's company will be issued to the original shareholders for future service with the Company over the next four years.

F-93

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
FUZHOU BAIKETUAN

        We have audited the accompanying balance sheet of Fuzhou Baiketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-94

FUZHOU BAIKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net			7,535
TOTAL ASSETS			7,535
Current liabilities:
	Accrued expenses and other current liabilities		7,815
	Income tax payables		1,222
Total current liabilities			9,037
Total liabilities			9,037
Commitment and contingency (Note 7)
Shareholder's deficit:
	Paid-in capital		73,806
	Accumulated deficit		(77,347	)
	Accumulated other comprehensive income		2,039
Total deficit			(1,502	)
TOTAL LIABILITIES AND DEFICIT		$	7,535

The accompanying notes are an integral part of this financial statement.

F-95

FUZHOU BAIKETUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	285,361
Cost of revenues			236,950
Gross profit			48,411
Operating expenses:
	Selling and marketing		11,597
	General and administrative		32,042
Total operating expenses			43,639
Income from operations			4,772
Provision for income tax			1,193
Net income		$	3,579

The accompanying notes are an integral part of this financial statement.

F-96

FUZHOU BAIKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	73,806	$	—		$	(556	)	$	73,250
Net income		—		3,579			—			3,579		$	3,579
Distribution to shareholder				(80,926	)					(80,926	)
Foreign currency translation adjustments		—		—			2,595			2,595			2,595
Balance as of December 31, 2010	$	73,806	$	(77,347	)	$	2,039		$	(1,502	)	$	6,174

The accompanying notes are an integral part of this financial statement.

F-97

FUZHOU BAIKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,579
	Depreciation			868
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		7,629
		Income tax payables		1,193
Net cash provided by operating activities				13,269
Cash flows from investing activities:
	Purchase of property and equipment			(8,224	)
	Amount due from shareholder			73,961
Cash used in investing activities				65,737
Cash flows from financing activities:
	Net distribution to shareholder			(80,926	)
Net cash provided by financing activities				(80,926	)
Effect of exchange rate changes				1,920
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-98

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai"), which was incorporated on July 15, 2009 in Fujian province the People's Republic of China ("PRC"), as a limited liability company. Fuzhou Fuhai had no operation since inception until August 11, 2010.

        On August 11, 2010, Fuzhou Fuhai commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.baiket.com ("Fuzhou Baiketuan", or "the Company") in the PRC.

        On March 18, 2011, Beijing Wowo Tuan acquired the online group buying services business of Fuzhou Fuhai for cash consideration of $45,455 (RMB0.3 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division starting from the acquisition date, March 18, 2011.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 were $4,619.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the year ended December 31, 2010 was $2,818.

F-99

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

F-100

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in deficit and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-101

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods

F-102

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,455
Computer and software		6,970
Total		8,425
Less: accumulated depreciation		(890	)
Property and equipment, net	$	7,535

        Depreciation expenses for the year ended December 31, 2010 was $868.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	4,929
Other tax payable		2,886
	$	7,815

F-103

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% for the year ended December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $80,926 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the year ended December 31, 2010 was $3,698.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	12,573
	2012		5,177
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	17,750

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or

F-104

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENTS

        On March 18, 2011, Beijing Wowo Tuan acquired Fuzhou Baiketuan for a cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the key employee for his continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date.

F-105

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHANGHAI YINQING ADVERTISING CO., LTD

        We have audited the accompanying balance sheet of Shanghai Yinqing Advertising Co., Ltd ("the Company") as of December 31, 2009 and 2010, and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the years ended December 31, 2009 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-106

SHANGHAI YINQING ADVERTISING CO., LTD

BALANCE SHEETS

(In U.S. dollars)

		December 31,
		2009			2010
ASSETS
Current assets:
	Cash and cash equivalents	$	36,834		$	102,450
	Prepaid expenses and other current assets		113,527			265,242
	Amounts due from related parties		117,747			388,050
TOTAL ASSETS			268,108			755,742
Property, plant and equipment, net			33,341			25,479
Total assets			301,449			781,221
Current liabilities:
	Accounts payable		12,952			296,569
	Accrued expenses and other current liabilities		79,788			130,621
	Amount due to related party		545,787			1,006,361
Total current liabilities			638,527			1,433,551
TOTAL LIABILITIES			638,527			1,433,551
Contingency (Note 8)
Shareholder's deficit:
	Paid-in capital		60,410			60,410
	Accumulated deficit		(410,474	)		(706,987	)
	Accumulated other comprehensive income/(loss)		12,986			(5,753	)
Total deficit			(337,078	)		(652,330	)
TOTAL LIABILITIES AND DEFICIT		$	301,449		$	781,221

The accompanying notes are an integral part of these financial statements.

F-107

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF OPERATIONS

(In U.S. dollars)

	Years ended December 31,
	2009			2010
Net revenues	$	298,482		$	1,231,737
Cost of revenues		181,351			935,110
Gross profit		117,131			296,627
Operating expenses:
Selling and marketing		191,530			313,363
General and administrative		300,404			279,777
Total operating expenses		491,934			593,140
Loss from operations		(374,803	)		(296,513	)
Provision for income tax		—			—
Net loss	$	(374,803	)	$	(296,513	)

The accompanying notes are an integral part of these financial statements.

F-108

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income/(loss)			Total deficit			Total comprehensive loss
Balance as of January 1, 2009	$	60,410	$	(35,671	)	$	325		$	25,064
Net loss		—		(374,803	)		—			(374,803	)	$	(374,803	)
Foreign currency translation adjustments		—		—			12,661			12,661			12,661
Balance as of December 31, 2009		60,410		(410,474	)		12,986			(337,078	)		(362,142	)
Net loss		—		(296,513	)		—			(296,513	)		(296,513	)
Foreign currency translation adjustments		—		—			(18,739	)		(18,739	)		(18,739	)
Balance as of December 31, 2010	$	60,410	$	(706,987	)	$	(5,753	)	$	(652,330	)	$	(315,252	)

The accompanying notes are an integral part of these financial statements.

F-109

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

		Years ended December 31,
		2009			2010
Cash flows from operating activities:
	Net loss	$	(374,803	)	$	(296,513	)
	Depreciation		4,003			8,391
Changes in operating assets and liabilities:
	Accounts receivable		6,923			—
	Prepaid expenses and other current assets		(12,347	)		(144,324	)
	Accounts payable		(50,493	)		276,459
	Accrued expenses and other current liabilities		72,742			46,961
Cash used in operating activities			(353,975	)		(109,026	)
Cash flows from investing activities:
	Purchase of property and equipment		(37,327	)		(4,323	)
Cash used in investing activities			(37,327	)		(4,323	)
Cash flows from financing activities:
	Amounts due from related parties		(117,684	)		(259,960	)
	Amount due to related party		545,499			431,416
Net cash provided by financing activities			427,815			171,456
Effect of exchange rate changes			19			7,509
Increase in cash			36,532			65,616
Cash and cash equivalents at beginning of year			302			36,834
Cash and cash equivalents at end of year		$	36,834		$	102,450

The accompanying notes are an integral part of these financial statements.

F-110

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shanghai Yinqing Advertising Co., Ltd ("the Company") was incorporated on January 18, 2004 in Shanghai, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is engaged in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platforms which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile").

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $100,000 (RMB0.66 million). In addition Beijing Wowo Tuan injected $303,030 (RMB2 million) into the Company as capital. Shanghai Yinqing became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the years ended December 31, 2009 and 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes online group buying revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the years ended December 31, 2009 and 2010 were insignificant.

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company have signed the service agreements.

F-111

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the years ended December 31, 2009 and 2010 were $27,726 and $68,794, respectively.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-112

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-113

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from/to related parties, and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also

F-114

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of

F-115

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	As of December 31
	2009		2010
Advances to employees	$	15,898	$	2,910
Advances to suppliers		4,249		213,200
Prepaid advertising expense		—		31,917
Short-term deposit		69,078		17,215
Other receivables		24,302		—
Total	$	113,527	$	265,242

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	As of December 31
	2009			2010
Computer and software	$	30,180		$	27,362
Leasehold improvement		7,166			10,854
Total		37,346			38,216
Less: accumulated depreciation		(4,005	)		(12,737	)
Property and equipment, net	$	33,341		$	25,479

        Depreciation expenses for the years ended December 31, 2009 and 2010 were $4,003 and $8,391, respectively.

F-116

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	As of December 31
	2009		2010
Accrued payroll and welfare	$	31,759	$	23,485
Advance from customers		31,423		61,605
Other tax payable		16,606		31,403
Other payables		—		14,128
Total	$	79,788	$	130,621

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the years ended December 31, 2009 and 2010. No income tax expense was recognized for the years ended December 31, 2009 and 2010 as the Company incurred operating loss for both years.

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	102,619		$	176,747
Total deferred tax assets			102,619			176,747
Valuation allowance			(102,619	)		(176,747	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $410,474 and $706,987 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $102,619 and $176,747, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

F-117

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

7.     RELATED PARTY BALANCE

	December 31,
	2009		2010
Amount due from related parties (i)	$	117,747	$	388,050
Total	$	117,747	$	388,050
Amount due to related party (ii)	$	545,787	$	1,006,361
Total	$	545,787	$	1,006,361

(i)

The amount represents expenses paid by the Company on behalf of its affiliated entities. The balance was interest free, unsecured and has no fixed repayment terms.

(ii)

The amount represents the unsecured, interest-free loan from Shenzhen Huihai and was repayable on demand.

8.     CONTINGENCY

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-118

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from September 27, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from September 27, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-119

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	118,512
Total current assets			118,512
Property and equipment, net			6,344
TOTAL ASSETS			124,856
Current liabilities:
	Accrued expenses and other current liabilities		103,606
	Income tax payable		1,525
Total current liabilities			105,131
Total liabilities			105,131
Commitment and contingency (Note 6)
Shareholder's equity:
	Paid-in capital		14,945
	Retained earnings		4,465
	Accumulated other comprehensive income		315
Total equity			19,725
TOTAL LIABILITIES AND EQUITY		$	124,856

The accompanying notes are an integral part of this financial statement.

F-120

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from September 27, 2010 (inception date) to December 31, 2010
Net revenues		$	65,210
Cost of revenues			22,265
Gross profit			42,945
Operating expenses:
	Selling and marketing		14,797
	General and administrative		22,195
Total operating expenses			36,992
Income from operations			5,953
Provision for income tax			1,488
Net income		$	4,465

The accompanying notes are an integral part of this financial statement.

F-121

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

		Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of September 27, 2010
	(inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder			14,945		—		—		14,945
Net income			—		4,465		—		4,465	$	4,465
Foreign currency translation adjustments			—		—		315		315		315
Balance as of December 31, 2010		$	14,945	$	4,465	$	315	$	19,725	$	4,780

The accompanying notes are an integral part of this financial statement.

F-122

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from September 27, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	4,465
	Depreciation			61
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		101,150
		Income tax payable		1,488
Net cash provided by operating activities				107,164
Cash flows from investing activities:
	Purchase of property and equipment			(6,255	)
Net cash used in investing activities				(6,255	)
Cash flows from financing activities:
	Capital contribution by shareholders			14,945
Net cash provided by financing activities				14,945
Effect of exchange rate changes				2,658
Increase in cash				118,512
Cash and cash equivalents as of September 27, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	118,512

The accompanying notes are an integral part of this financial statement.

F-123

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") was incorporated on September 27, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is principally engaged in providing advertising services by its online platform for group buying companies in the PRC.

        On April 1, 2011, Mr. Maodong Xu acquired 100% equity interest of Beijing Kaiyishidai Network and Technology Co., Ltd. for cash consideration of $909,091 (RMB6 million).

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company's revenue is derived from selling online advertisements and providing online platform services for group buying companies. The Company typically signs standard contracts with its advertising customers on the Company's website for a period of time. The Company recognizes revenues ratably over the period for which the advertisements are displayed and the website links are published.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from September 27, 2010 to December 31, 2010 was $3,795.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue which are primarily the operating cost in relation to maintaining the online platform, designing the advertisements and publishing information.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

F-124

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-125

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents. The carrying values of cash and cash equivalents approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether

F-126

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of

F-127

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,780
Computer and software	$	4,627
Total		6,407
Less: accumulated depreciation		(63	)
Property and equipment, net	$	6,344

        Depreciation expenses for the period from September 27, 2010 (inception date) to December 31, 2010 was $61.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Short term deposit	$	99,350
Accrued payroll and welfare		368
Other tax payable		3,888
Total	$	103,606

F-128

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from September 27, 2010 (inception date) to December 31, 2010.

6.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from September 27, 2010 to December 31, 2010 was $6,139.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,547
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	5,547

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying

F-129

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     COMMITMENT AND CONTINGENCY (Continued)

services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-130

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU JINGCAITUAN

        We have audited the accompanying balance sheet of Changzhou Jingcaituan ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 2, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 2, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-131

CHANGZHOU JINGCAITUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	38,360
	Prepaid expenses and other current assets		172,883
Total current assets			211,243
Property and equipment, net			51,084
TOTAL ASSETS			262,327
Current liabilities:
	Accrued expenses and other current liabilities		22,480
	Income tax payable		7,425
Total current liabilities			29,905
Total liabilities			29,905
Commitment and contingency (Note 8)
Shareholder's equity:
	Paid-in capital		295,247
	Accumulated deficit		(71,136	)
	Accumulated other comprehensive income		8,311
Total equity			232,422
TOTAL LIABILITIES AND EQUITY		$	262,327

The accompanying notes are an integral part of this financial statement.

F-132

CHANGZHOU JINGCAITUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from August 2, 2010 (inception date) to December 31, 2010
Net revenues		$	1,245,805
Cost of revenues			1,114,373
Gross profit			131,432
Operating expenses:
	Selling and marketing		41,068
	General and administrative		61,603
	Total operating expenses		102,671
Income from operations			28,761
Interest income			233
Income before provision for income tax			28,994
Provision for income tax			7,248
Net income		$	21,746

The accompanying notes are an integral part of this financial statement.

F-133

CHANGZHOU JINGCAITUAN

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of August 2, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		295,247		—			—		295,247
Net income		—		21,746			—		21,746		$	21,746
Distribution to shareholder		—		(92,882	)		—		(92,882	)
Foreign currency translation adjustments		—		—			8,311		8,311			8,311
Balance as of December 31, 2010	$	295,247	$	(71,136	)	$	8,311	$	232,422		$	30,057

The accompanying notes are an integral part of this financial statement.

F-134

CHANGZHOU JINGCAITUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 2, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	21,746
	Depreciation			1,936
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(168,783	)
		Accrued expenses and other current liabilities		21,948
		Income tax payable		7,248
Net cash used in operating activities				(115,905	)
Cash flows from investing activities:
	Purchase of property and equipment			(51,808	)
Cash used in investing activities				(51,808	)
Cash flows from financing activities:
	Capital injection from shareholders			295,247
	Net distribution to shareholders			(92,882	)
Net cash provided by financing activities				202,365
Effect of exchange rate changes				3,708
Increase in cash				38,360
Cash and cash equivalents as of August 2, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	38,360

The accompanying notes are an integral part of this financial statement.

F-135

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai") which was incorporated on August 2, 2010 in Changzhou, the People's Republic of China ("PRC"), as a limited liability company. Jiangsu Changcai was engaged principally in providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under domain name of www.niceful.com ("Changzhou Jingcaituan" or "the Company") in the PRC.

        On April 3, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Jiangsu Chuangcai for cash consideration of $818,182 (RMB5.4 million) and such business acquired was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from August 2, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 2, 2010 to December 31, 2010 was $5,915.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the period from August 2, 2010 to December 31, 2010 was $7,649.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying

F-136

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years
Vehicles	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-137

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods

F-138

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments

F-139

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to a third party	$	96,159
Prepaid service fee		75,758
Prepaid rental expenses		966
	$	172,883

F-140

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	7,069
Computer and software		35,089
Vehicles		10,909
Total		53,067
Less: accumulated depreciation		(1,983	)
Property and equipment, net	$	51,084

        Depreciation expenses for the period from August 2, 2010 to December 31, 2010 was $1,936.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	7,835
Accrued payroll and welfare		14,645
	$	22,480

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the period from August 2, 2010 to December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from August 2, 2010 to December 31, 2010, the Company's shareholders collected cash of $92,882 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2020. Rental expenses under operating leases for the period from August 2, 2010 to December 31, 2010 was $13,586.

F-141

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	45,914
	2012		12,573
	2013		12,573
	2014		12,573
	2015 and thereafter		69,155
Total		$	152,788

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Jingcaituan from the shareholders of Jiangsu Chuangcai for a cash consideration of $818,182 (RMB 5.4 million) and operates the business acquired as one division of Beijing Wowo Tuan.

F-142

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
LANGFANG WODETUAN

        We have audited the accompanying balance sheet of Langfang Wodetuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the period from October 18, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from October 18, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-143

LANGFANG WODETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-current assets:
Property and equipment, net		$	4,926
TOTAL ASSETS			4,926
Current liabilities:
Accrued expenses and other current liabilities			8,703
Income tax payable			8,892
Total current liabilities			17,595
Total liabilities			17,595
Commitment and contingency (Note 7)
Shareholder's deficit:
	Paid-in capital		75,256
	Accumulated deficit		(89,059	)
	Accumulated other comprehensive income		1,134
Total deficit			(12,669	)
TOTAL LIABILITIES AND DEFICIT		$	4,926

The accompanying notes are an integral part of this financial statement.

F-144

LANGFANG WODETUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from October 18, 2010 (inception date) to December 31, 2010
Net revenues		$	410,619
Cost of revenues			327,439
Gross profit			83,180
Operating expenses:
	Selling and marketing		19,382
	General and administrative		29,073
Total operating expenses			48,455
Income from operations			34,725
Provision for income tax			8,681
Net income		$	26,044

The accompanying notes are an integral part of this financial statement.

F-145

LANGFANG WODETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of October 18, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		75,256		—			—		75,256
Net income		—		26,044			—		26,044		$	26,044
Distribution to shareholder		—		(115,103	)		—		(115,103	)
Foreign currency translation adjustments		—		—			1,134		1,134			1,134
Balance as of December 31, 2010	$	75,256	$	(89,059	)	$	1,134	$	(12,669	)	$	27,178

The accompanying notes are an integral part of this financial statement.

F-146

LANGFANG WODETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from October 18, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	26,044
	Depreciation			677
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		8,496
		Income tax payable		8,681
Net cash provided by operating activities				43,898
Cash flows from investing activities:
		Purchase of property and equipment		(5,486	)
Cash used in investing activities				(5,486	)
Cash flows from financing activities:
	Capital contribution by shareholders			75,256
	Distribution to shareholders			(115,103	)
Net cash provided by financing activities				(39,847	)
Effect of exchange rate changes				1,435
Increase in cash				—
Cash and cash equivalents as of October 18, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-147

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Xinhai Hudong Technology Co., Ltd. ("Beijing Xinhai Hudong") was incorporated on October 18, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        Beijing Xinhai Hudong principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.wdtuan.com ("Langfang Wodetuan" or "the Company") in the PRC.

        On April 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd.(Beijing Wowo Tuan) acquired the online group buying services business of Beijing Xinhai Hudong (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up a new corporation, Langfang Wowo Tuan Information Technology Co., Ltd. ("Langfang Wowo Tuan") on May 10, 2011 and transferred this online group buying services business of Langfang Wodetuan to Langfang Wowo Tuan. During the period between the date of acquisition, April 7, 2011, and the establishment date of Langfang Wowo Tuan, May 10, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from October 18, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Compay records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,507.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in

F-148

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

arriving net revenue for the period from October 18, 2010 (inception date) to December 31, 2010 was $4,841.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-149

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods

F-150

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments

F-151

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	273
Computer and software		5,347
Total		5,620
Less: accumulated depreciation		(694	)
Property and equipment, net	$	4,926

        Depreciation expense for the period from October 18, 2010 (inception date) to December 31, 2010 was $677.

F-152

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	4,959
Accrued payroll and welfare payable	$	3,744
	$	8,703

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from October 18, 2010 (inception date) to December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        During the period from October 18, 2010 to December 31, 2010, the Company's shareholders collected cash of $115,103 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,328.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	1,109
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	1,109

F-153

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENTS

        On April 7, 2011, Beijing Wowo Tuan acquired Langfang Wodetuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Beijing Xinhai Hudong, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholders and the key employee for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date.

F-154

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF

NINGBO TANGTUAN

        We have audited the accompanying balance sheet of Ningbo Tangtuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from June 13, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from June 13, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-155

NINGBO TANGTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	7,170
	Prepaid expenses and other current assets		394
Total current assets			7,564
	Property and equipment, net		3,750
TOTAL ASSETS			11,314
Current liabilities:
	Account payable		88,705
	Accrued expenses and other current liabilities		10,873
Total current liabilities			99,578
Total liabilities			99,578
Commitment and contingenciey (Note 8)
Shareholder's deficit:
	Paid-in capital		14,637
	Accumulated deficit		(102,462	)
	Accumulated other comprehensive loss		(439	)
Total deficit			(88,264	)
TOTAL LIABILITIES AND DEFICIT		$	11,314

The accompanying notes are an integral part of this financial statement.

F-156

NINGBO TANGTUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the period from June 13, 2010 (inception date) to December 31, 2010
Net revenues		$	697,429
Cost of revenues			630,117
Gross profit			67,312
Operating expenses:
	Selling and marketing		54,514
	General and administrative		52,043
Total operating expenses			106,557
Loss from operations			(39,245	)
Provision for income tax			—
Net loss		$	(39,245	)

The accompanying notes are an integral part of this financial statement.

F-157

NINGBO TANGTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Total deficit			Total comprehensive loss
Balance as of June 13 , 2010 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholders	$	14,637		—			—			14,637
Net loss		—		(39,245	)		—			(39,245	)	$	(39,245	)
Distribution to shareholders				(63,217	)					(63,217	)
Foreign currency translation adjustments		—		—			(439	)		(439	)		(439	)
Balance as of December 31, 2010	$	14,637	$	(102,462	)	$	(439	)	$	(88,264	)	$	(39,684	)

The accompanying notes are an integral part of this financial statement.

F-158

NINGBO TANGTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from June 13, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(39,245	)
	Depreciation			407
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(385	)
		Accounts payable		86,602
		Accrued expenses and other current liabilities		10,615
Net cash provided by operating activities				57,994
Cash flows from investing activities:
	Purchase of property and equipment			(4,068	)
Cash used in investing activities				(4,068	)
Cash flows from financing activities:
	Capital contribution from shareholder			14,637
	Distribution to shareholder			(63,217	)
Net cash provided by financing activities				(48,580	)
Effect of exchange rate changes				1,824
Increase in cash				7,170
Cash and cash equivalents as of June 13, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	7,170

The accompanying notes are an integral part of this financial statement.

F-159

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu Tangheng"), was incorporated on June 13, 2010 in Zhejiang province, the People's Republic of China ("PRC"), as a limited liability company.

        Ningbo Haishu Tangheng was principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.tomtuan.com ("Ningbo Tangtuan" or "the Company") in the PRC.

        On April 15, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Ningbo Haishu Tangheng Ltd. (the "acquisition") for cash consideration of $303,030 (RMB2 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from June 13, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company record revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 27, 2010 to December 31, 2010 was insignificant.

F-160

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from June 13, 2010 (inception date) to December 31, 2010 was $3,918.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-161

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

F-162

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to

F-163

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011.

F-164

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	2,045
Computer and software		2,122
Total		4,167
Less: accumulated depreciation		(417	)
Property and equipment, net	$	3,750

        Depreciation expenses for the period from August 11, 2010 to December 31, 2010 was $407.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Rental deposit	$	394
	$	394

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from customers	$	4,299
Accrued payroll and welfare		2,561
Business tax payable		4,013
	$	10,873

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period

F-165

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

from June 13, 2010 (inception date) to December 31, 2010. During the period, no income tax expense was recognized as the Company incurred operating loss.

		December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	9,811
	Total deferred tax assets		9,811
	Valuation allowance		(9,811	)
	Net deferred tax assets	$	—

        The Company had net operating losses of $39,245 as December 31, 2010. As of December 31, 2010, valuation allowance was $9,811, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from June 13, 2010 to December 31, 2010, the Company's shareholders collected cash of $63,217 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the period from June 13, 2010 (inception date) to December 31, 2010 was $769.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	3,846
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	3,846

F-166

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired Ningbo Tangtuan for a total consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu Tangheng relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date.

F-167

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
XIAMEN SHANTUAN

        We have audited the accompanying balance sheet of Xiamen Shantuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from May 17, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 17, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-168

XIAMEN SHANTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Prepaid expenses and other current assets	$	4,847
Total current assets			4,847
Property and equipment, net			8,689
TOTAL ASSETS			13,536
Current liabilities:
	Account payable		241,521
	Accrued expenses and other current liabilities		18,545
Total current liabilities			260,066
Total liabilities			260,066
Commitment and contingency (Note 8)
Shareholder's deficit:
	Paid-in capital		146,469
	Accumulated deficit		(397,299	)
	Accumulated other comprehensive income		4,300
Total deficit			(246,530	)
TOTAL LIABILITIES AND DEFICIT		$	13,536

The accompanying notes are an integral part of this financial statement.

F-169

XIAMEN SHANTUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from May 17, 2010 (inception date) to December 31, 2010
Net revenues		$	1,035,692
Cost of revenues			910,777
Gross profit			124,915
Operating expenses:
	Selling and marketing		61,962
	General and administrative		93,569
	Total operating expenses		155,531
Loss from operations			(30,616	)
Other expense			(116	)
Loss before provision for income tax			(30,732	)
Provision for income tax			—
Net loss		$	(30,732	)

The accompanying notes are an integral part of this financial statement.

F-170

XIAMEN SHANTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive loss
Balance as of May 17, 2010 (inception date)	$	—	$	—		$	—	$	—		$	—
Capital contribution from shareholder		146,469		—			—		146,469
Net loss		—		(30,732	)		—		(30,732	)		(30,732	)
Distribution to shareholder		—		(366,567	)		—		(366,567	)		—
Foreign currency translation adjustments		—		—			4,300		4,300			4,300
Balance as of December 31, 2010	$	146,469	$	(397,299	)	$	4,300	$	(246,530	)	$	(26,432	)

The accompanying notes are an integral part of this financial statement.

F-171

XIAMEN SHANTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from May 17, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(30,732	)
	Depreciation			510
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(4,732	)
		Accounts payable		235,794
		Accrued expenses and other current liabilities		18,106
Net cash provided by operating activities				218,946
Cash flows from investing activities:
	Purchase of property and equipment			(8,993	)
Cash used in investing activities				(8,993	)
Cash flows from financing activities:
	Capital contribution from shareholders			146,469
	Net distribution to shareholders			(366,567	)
Net cash provided by financing activities				(220,098	)
Effect of exchange rate changes				10,145
Increase in cash				—
Cash and cash equivalents as of May 17, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-172

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") was incorporated on May 17, 2010 in Fujian province, the People's Republic of China ("PRC") as a limited liability company. Xiamen Juwang is principally engaged in provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.shantuan.cn ("Xiamen Shantuan") in the PRC.

        On April 29, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Xiamen Juwang for cash consideration of $303,030 (RMB2 million) and such business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from the period from May 17, 2010 to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 17, 2010 to December 31, 2010 was $26,827.

F-173

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 17, 2010 to December 31, 2010 was $7,270.

Rewards programs

        The Company uses various customer reward programs to build brand loyalty and provide customers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the customer credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by customers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and customer returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-174

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include accounts payable. The carrying values of accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new

F-175

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-176

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to suppliers	$	2,332
Rental deposit		2,515
	$	4,847

F-177

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,408
Computer and software		7,803
Total		9,211
Less: accumulated depreciation		(522	)
Property and equipment, net	$	8,689

        Depreciation expenses for the period from May 17, 2010 (inception date) to December 31, 2010 were $510.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	11,099
Other tax payable		7,446
	$	18,545

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 17, 2010 to December 31, 2010.

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	7,683
Total deferred tax assets			7,683
Less: valuation allowance			(7,683	)
Net deferred tax assets		$	—

F-178

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

        The Company has net operating losses of $30,732 for the period from May 27, 2010 to December 31, 2010. As of December 31, 2010, valuation allowance was $7,683 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from May 17, 2010 to December 31, 2010, the Company's shareholders collected cash of $366,567 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from May 17, 2010 to December 31, 2010 was $8,032.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	15,680
	2012		9,822
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	25,502

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of

F-179

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        On April 29, 2011, Beijing Wowo Tuan acquired Xiamen Shantuan for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the selling shareholder and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

F-180

Wowo Limited

  American Depositary Shares

  Representing
        Ordinary Shares

Prospectus

BofA Merrill Lynch UBS Investment Bank

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers

        Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the registrant.

        Under the form of indemnification agreements filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

        The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities

        During the past three years, we have issued and sold the securities in Wowo Group Limited described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. All references to number of shares in the table below have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares. We are in the process of effectuating a share swap in which shareholders

II-1

of Wowo Group Limited, our current holding company, will receive one Wowo Limited share in exchange for each share of the same class they hold in Wow Group Limited.

Purchaser	Date of Sale or Issuance		Title and Number of Securities		Consideration (US$ in cash)		Underwriting Discount and Commission
Yongming Zhang		March 8, 2011		16,194,332 ordinary shares		7.9 million		N/A
		July 7, 2011		7,923,246 Series A-2 Preferred Shares		7.7 million		N/A
Zero2IPO China Fund II L.P.		April 1, 2011		5,489,604 Series A-1 Preferred Shares		5.0 million		N/A
		June 17, 2011		2,053,579 Series A-2 Preferred Shares		2.0 million		N/A
CDH Barley Limited		June 17, 2011		30,803,678 Series A-2 Preferred Shares		30.0 million		N/A
Besto Holdings Limited		July 7, 2010		5,133,947 Series A-2 Preferred Shares		5.0 million		N/A
Xiangqing Lin		July 7, 2010		4,398,225 Series A-2 Preferred Shares		4.3 million		N/A
David Tse Young Chou		July 7, 2011		1,026,789 Series A-2 Preferred Shares		1.0 million		N/A
Directors, Officers and Employees		Various dates		Option to purchase 17,678,170 ordinary shares		various prices		N/A

Item 8.   Exhibits and Financial Statement Schedules

(a)

Exhibits

        See Exhibit Index beginning on page II—6 of this Registration Statement.

(b)

Financial Statement Schedules

        All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9.    Undertakings

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement

II-2

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   For the purpose of determining any liability under the Securities Act of 1933, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in                 on                    , 2011.

Wowo Limited
By:
	Name:	Maodong Xu
	Title:	Chief Executive Officer

        Each person whose signature appears below constitutes and appoints each of [            ] and [            ] as an attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any and all amendments or supplements to this registration statement, whether such amendments or supplements are filed before or after the effective date of such registration statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to any and all instruments or documents filed as part of or in connection with this registration statement and any and all amendments thereto, whether such amendments are filed before or after the effective date of such registration statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated in                 on                    , 2011.

Signature	Capacity
Maodong Xu	Chairman and Chief Executive Officer (principal executive officer)
Daniel Mingdong Wu	Chief Financial Officer (principal financial and accounting officer)
[            ]	Director
[            ]	Director

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Wowo Limited has signed this registration statement or amendment thereto in                on                    , 2011.

By:
	Name:
	Title:

II-5

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	1.1	*	Form of Underwriting Agreement
	3.1	*	Memorandum and Articles of Association of the Registrant, as currently in effect
	3.2	*	Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of the offering
	4.1	*	Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)
	4.2	*	Registrant's Specimen Certificate for Ordinary Shares
	4.3	*	Deposit Agreement, dated as of            , 2011, between the Registrant, the depositary and holder of the American Depositary Receipts
	5.1	*	Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered
	8.1	*	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters
	8.2	*	Opinion of Commerce & Finance Law Offices regarding certain PRC tax matters
	8.3	*	Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
	10.1	*	Registrant's Share Incentive Plan
	10.2	*	[Form of Indemnification Agreement with the Registrant's directors]
	10.3	*	Form of Employment Agreement
	10.4	*	Form of English Translation of [contractual arrangements] with affiliated consolidated entities
	21.1	*	List of Subsidiaries of the Registrant
	23.1		Consent of Deloitte & Touche LLP
	23.2	*	Consent of Conyers Dill & Pearman LLP (included in exhibit 5.1)
	23.3	*	Consent of Simpson Thacher & Bartlett LLP (included in exhibit 8.1)
	23.4	*	Consent of Commerce & Finance Law Offices (included in exhibit 8.2)
	24.1	*	Power of Attorney (included on signature page)
	99.1	*	Code of Business Conduct and Ethics of Registrant

*

To be filed by amendment.

II-6

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the consolidated financial statements of Beijing Wowotuan Information Technology Co., Ltd., and its subsidiaries as of December 31, 2009 (predecessor) and 2010 (successor) and for the years ended December31, 2009 and 2010 (predecessor), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shijiazhuang Chuanglian Technology Co., Ltd. as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Changzhou Bangketuan as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Wuxi Yuzhong Internet Technology Co., Ltd. as of December 31, 2009 and 2010 and for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shenzhen Xunjie Times Media Co., Ltd. as of December 31, 2010 and for the period from May 5, 2010 (business commencement date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Fuzhou Baiketuan as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Chengdu Beiguo Technology Co., Ltd. as of December 31, 2010 and for the period from August 20, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shanghai Yinqing Advertising Co., Ltd. as of December 31, 2009 and 2010 and for the years ended December 31, 2009 and 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Beijing Kaiyishidai Network Technology Co., Ltd. as of December 31, 2010 and for the period from September 27, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Xiamen Shantuan as of December 31, 2010 and for the period from May 17, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Changzhou Jingcaituan as of December 31, 2010 and for the period from August 2, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Ningbo Tangtuan as of December 31, 2010 and for the period from June 13, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Langfang Wodetuan as of December 31, 2010 and for the period from October 18, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Selected Consolidated Financial and Operating Data” and “Experts” in such Prospectus.

Deloitte Touche Tohmatsu CPA Ltd.

Beijing, the People’s Republic of China

August 5, 2011

EX-99.4

Use these links to rapidly review the document
TABLE OF CONTENT

Exhibit 99.4

Confidentially Submitted with the Securities and Exchange Commission on September 23, 2011

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wowo Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) 7379
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Building No. 9, 1 Nongdananlu
Haidian District, Beijing, 100029
People's Republic of China
(8610) 6266 8858
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

[Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474]
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong (852) 2514-7600	James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong (852) 2533-3368

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(3)	Amount of registration fee
Ordinary Shares, par value US$            per ordinary share(1)(2)	US$	US$

(1)

Includes            ordinary shares that may be purchased by the underwriters to cover over-allotments, if any. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(2)

American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-          ). Each American depositary share represents            ordinary shares.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated

P R O S P E C T U S

Wowo Limited

                        American Depositary Shares
Representing        Ordinary Shares

        This is an initial public offering of American Depositary Shares, or ADSs, of Wowo Limited. We are offering            ADSs. Each ADS represents the right to receive                        ordinary shares, par value US$            per share.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We anticipate the initial public offering price per ADS will be between US$      and US$      . We have applied to have the ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 11.

Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds to Wowo Limited (before expenses)	US$	US$

        We have granted the underwriters a 30-day option to purchase up to an additional      ADSs to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

        The underwriters expect to deliver the ADSs to purchasers on or about            , 2011.

BofA Merrill Lynch UBS Investment Bank

The date of this prospectus is            , 2011.

TABLE OF CONTENT

	Page
Prospectus Summary	1
The Offering	6
Risk Factors	11
Special Note Regarding Forward-looking Statements	46
Use of Proceeds	47
Dividend Policy	48
Capitalization	49
Dilution	50
Enforcement of Civil Liabilities	52
Our History and Corporate Structure	54
Selected Consolidated Financial and Operating Data	58
Management's Discussion and Analysis of Financial Condition and Results of Operations	61
Unaudited Pro Forma Condensed Consolidated Financial Data	84
Our Business	97
Regulations	109
Management	118
Principal Shareholders	123
Related Party Transactions	125
Description of Share Capital	126
Description of American Depositary Shares	137
Shares Eligible for Future Sale	147
Taxation	149
Underwriting	158
Expenses Related to this Offering	166
Legal Matters	167
Experts	167
Where You Can Find More Information	168

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorized to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Through and including                    , 2011 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision.

Overview

        We are the leading provider of local social e-commerce services in China, focusing on group buying deals of life style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the latest issue of the independent monthly report on group buying industry in China by www.tuan800.com, a group buying aggregating website in China, or the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of 55tuan.com and our consolidated affiliated entities' websites, or collectively, Wowo Tuan, and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing, a guest electronic management system, or GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires. As of August 31, 2011, we deployed 1,977 GEMs which we provide to selected local merchant clients during redemption periods of their featured deals free of charge. We plan to explore ways to monetize GEM in the future once its installation reaches a critical mass.

        In addition, we have recently launched a separate website, www.jieshi.com, or Wowo Platform, which provides a group buying aggregate service to address a consumer need previously underserved by the typical group buying business model. Wowo Platform is an open platform through which group buying service providers, commissioned agents and local merchants may place their daily group buying deal offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each day in a given city or district, Wowo Platform offers our subscribers much greater

1

varieties and choices, enabling them to search for a specific type of discounted deals of life style products and services. On a typical day, there are over 22,000 group buying deals available on Wowo Platform. In the fourth quarter of 2011, we plan to launch a new location-based service application for mobile devices, or LBS, which enables consumers to search for group buying deals or promotional offers on Wowo Platform in their immediate proximity using the GPS function on their mobile devices. We plan to explore ways to monetize Wowo Platform and LBS upon the official launch of LBS.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to a market research study by Analysys International commissioned by us, or the Analysys Report, our brand recently ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed, including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor) and US$15.5 million for the six months ended June 30, 2011 (successor), respectively. Our gross profit is the portion of the revenues we retained after paying agreed upon fees to the featured merchant clients. Our gross profit was US$454,402 and US$1.2 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively.

Market Opportunity

        The rapid growth of the market for group buying deals is driven by consumers' demand for high-quality services at deep discounts and local merchants' demand for alternative ways of local advertising to reach their target potential customers without incurring significant costs. Especially in the service industry, where fixed costs such as rent and salaries constitute a substantial portion of the merchants' overall costs and expenses, selling unsold capacity through deeply discounted group buying deals on the Internet is a cost effective way for local merchants to reach their target potential customers. Based on the Analysys Report, the total potential transactional value of the group buying market in China will grow from RMB9.5 billion (US$1.5 billion) in 2011 to RMB54.0 billion (US$8.4 billion) in 2015, representing a compound annual growth rate of 54%.

        Group buying deals for goods and services are distributed and purchased by users on the Internet and mobile network. China has the largest Internet and mobile user populations in the world, with 457 million Internet users and 859 million mobile users at the end of 2010, according to the National Bureau of Statistics of China, and these user populations are expected to continue to grow. Increase in 3G penetration among mobile users will allow faster wireless Internet access on mobile devices. In addition, China has a diversified cultural base and each local region typically has its own preference for food, drink and activities, resulting in a large number of local merchants. Group buying deals are localized in nature and offers significant values to both local merchants and online consumers. Therefore, group buying business model is in a unique position to benefit from the growth in online population and the diversified cultural base in China.

2

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

•

superior user experience and strong brand recognition;

•

extensive local knowledge and presence;

•

proprietary guest electronic management system facilitating long-term customer relationship management; and

•

management team with strong online and offline track record.

Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

•

continue to focus on enhancing subscriber experience by adding new features to our services;

•

build long-term relationships with our merchant clients through innovation;

•

leverage rapidly growing 3G mobile penetration in China with Wowo Platform and LBS; and

•

increase our market penetration with vertical channel offerings.

Our Challenges

        We expect to face risks and uncertainties related to our business and industry, including but not limited to:

•

our limited operating history;

•

our ability to achieve and maintain profitability, especially in light of our past losses;

•

our ability to compete in the intensively competitive environment;

•

our ability to control operating expenses in connection with strategic acquisitions and to successfully integrate the acquired businesses;

•

our ability to source high quality products and services from local merchants;

•

our ability to maintain the existing subscriber base and to attract new subscribers and merchant clients;

•

our ability to maintain and enhance our reputation and brand;

•

our ability to maintain an effective system of internal control over financial reporting;

•

control over our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership; and

•

the regulatory environment in China.

        We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operations and prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in our ADSs.

3

Our Corporate Structure

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo Group Limited, our previous holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of the date of the prospectus. See "Our History and Corporate Structure—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Factors Relating to Our Business and Industry."

(1)

Mr. Maodong Xu and Mr. Tianqing Xu are the beneficially owner of 60% and 40%, respectively, of the equity interests in each of Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai and Beijing Yi You Bao Information Technology Co., Ltd., or Yi You Bao. Beijing Wowo Tuan Information Technology Co., Ltd., or Beijing Wowo Tuan, has 14 PRC subsidiaries, as well as 123 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Maodong Xu as to 76%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Yonghong Lv, Mr. Xiaoyong Hu, Mr. Guang Yang, Mr. Yuedong Jiang, Mr. Jianguang Wu, Ms. Yan Chen, Ms. Jinghan Wei, Mr. Hanyu Liu, Mr. Xiangqing Lin, Mr. Dong Zhang, Mr. Weihong Xiao, Mr. Michael Guangyu Lv, Mr. Yunming Wang, Mr. Chuanjun Liu, Ms. Pingping Lin, Mr. Guozhang Pan and Mr. Yongming Zhang.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

Our Corporate Information

        Our principal offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China. Our telephone number at this address is +8610 6266 8858 and our fax number is +8610 6266 8866. Our registered office in the Cayman Islands is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand

4

Cayman KY1-1112, Cayman Islands. Our website is www.55tuan.com. The information contained on our website does not constitute a part of this prospectus.

        Investor inquiries should be directed to us at the address and telephone number of our principal offices set forth above. Our agent for service of process in the United States is [Law Debenture Corporate Services Inc.]

Conventions That Apply to This Prospectus

        In this prospectus, unless otherwise indicated or the context otherwise requires, references to:

•

"we," "us," "our company," or "our" refers to Wowo Limited, its subsidiaries and consolidated affiliated entities;

•

"subscribers" refers to users who registered online accounts at our websites and are able to receive our group buying deal information through EDM;

•

"active subscriber" refers to a subscriber who has purchased at least one Wowo Coupon during a referenced period. A subscriber who has purchased multiple Wowo Coupons during a referenced period is counted as one active subscriber;

•

"group buying deals for local services" refers to group buying deals in which local merchants such as restaurants, cafes, hotels, movie theatres or beauty parlors provide services to customers who purchased coupons on such group buying deals;

•

"group buying deals for goods" refers to group buying deals in which customers purchase discounted goods which are delivered to customers by group buying service providers;

•

"merchant clients" refers to local merchants of goods or services who offer group buying deals on our websites;

•

"Wowo Coupons" refers to coupons for group buying deals purchased on Wowo Tuan which can be redeemed at face value with the merchant client who offers the group buying deal;

•

"ordinary shares" refer to, prior to the completion of this offering, our ordinary shares, par value US$        per share, and, after the completion of this offering, our ordinary shares, par value US$        per share;

•

"ADS" refers to American depositary shares, each of which represents                                    ordinary shares;

•

"China" or the "PRC" refers to the People's Republic of China excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan;

•

"Renminbi" or "RMB" refers to the legal currency of China; and

•

"$", "US$", "dollars" or "U.S. dollars" refers to the legal currency of the United States.

        Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares (i) assume no exercise by the underwriters of their option to purchase additional ADSs (ii) excludes options to purchase up to 24,505,270 of our ordinary shares outstanding as of the date of this prospectus.

        Unless otherwise stated, all translations of the RMB into U.S. dollars were made at RMB6.4635 to US$1.00, the noon buying rate on June 30, 2011, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

5

THE OFFERING

Price per ADS	We estimate that the initial public offering price will be between US$        and US$        per ADS.
ADSs offered by us	ADSs
ADSs outstanding immediately after this offering	ADSs (or          ADSs if the underwriters exercise in full the over-allotment option).
Ordinary shares outstanding immediately prior to this offering	ordinary shares.
Ordinary shares outstanding immediately after this offering	ordinary shares (or          ordinary shares if the underwriters exercise in full the over-allotment option).
Over-allotment option	We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of        additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
[Reserved ADSs	At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of            ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]
The ADSs	Each ADS represents        ordinary shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs.
	The depositary will be the holder of the ordinary shares represented by the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement dated                        , 2011 among us, the depositary and holders and beneficial owners of ADSs from time to time.
	You may surrender your ADSs to the depositary to withdraw the ordinary shares represented by your ADSs. The depositary will charge you a fee for such an exchange.
	We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

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	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
Use of proceeds	We estimate that we will receive net proceeds of approximately US$        million from this offering, assuming an initial public offering price of US$        per ADS, the mid-point of the estimated range of the initial public offering price, after deducting estimated underwriter discounts, commissions and estimated offering expenses payable by us. We anticipate to use approximately US$10 million of the net proceeds of this offering for the deployment of approximately 50,000 GEM units. We expect to use the remaining net proceeds for general corporate purposes, including working capital needs.
Risk factors	See "Risk Factors" and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.
Listing	We have applied to list our ADSs on the Nasdaq Global Market. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.
Proposed Nasdaq Global Market symbol	WOWO
Depositary	Citibank, N.A.
Lock-up	We, our directors, executive officers, existing shareholders and option holders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting."

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the summary consolidated financial and operating data of Wowo Group Limited, for the periods indicated.

        Beijing Wowo Tuan, predecessor to Wowo Group Limited, was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the major shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess thereof has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through a series of contractual agreements that were entered into in May 2011 between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Group Limited have therefore been prepared using Mr. Maodong Xu's basis and as if the current corporate structure has been in existence since the day Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

        The summary consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010 are derived from our audited consolidated financial statements of Wowo Group Limited, which are included elsewhere in this prospectus. Beijing Wowo Tuan, predecessor to Wowo Group Limited, had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period. Our statement of operations for each of the six months ended June 30, 2011 (successor) and 2010 (predecessor) and consolidated balance sheet data as of June 30, 2011 (successor) has been derived from our unaudited consolidated financial statements which are included elsewhere in this prospectus.

        The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. Our consolidated financial

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statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

		For the year ended December 31,						For the six months ended June 30,
		2009 (predecessor)			2010 (predecessor)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statements of operations data
Net revenues			—			2,633			119		15,464
Cost of revenues			—			2,179			78		14,265
Gross profit			—			454			41		1,199
Other operating income			0.7			—			—		—
Operating expenses:
	Selling and marketing		—			261			5		25,855
	General and administrative		0.8			210			9		5,770
Total operating expenses			0.8			471			14		31,625
Income/(loss) from operations			—			(17	)		27		(30,426	)
Other expenses			—			0.3			—		—
Income/(loss) before provision for income tax			(0.1	)		(17	)		—		—
Provision/(benefit) for income tax			—			40			8		(12	)
Net income/(loss)			(0.1	)		(57	)		19		(30,414	)
Net loss attributable to noncontrolling interests			—			—			—		422
Net income/(loss) attributable to Wowo Group Limited			(0.1	)		(57	)		19		(29,992	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—			—			—		178
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—			—			—		428
Net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited			(0.1	)		(57	)		19		(30,598	)
Net loss per ordinary share:
	Basic		—			—			—		(0.10	)
	Diluted		—			—			—		(0.10	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.07
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.06
Shares used in computation of net loss per ordinary share
	Basic		300,000,000			300,000,000			300,000,000		317,269,456
	Diluted		300,000,000			300,000,000			300,000,000		317,269,456
Shares used in computation of net income per Series A-1 convertible redeemable preferred share			N/A			N/A			N/A		2,714,304
Shares used in computation of net income per Series A-2 convertible redeemable preferred share			N/A			N/A			N/A		6,594,269

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	As of December 31,				As of June 30,
	2009 (predecessor)		2010 (successor)		2011 (successor)
	(US$ in thousands)
Consolidated balance sheet data
Total current assets		5.1		790		51,022
Total assets		5.1		3,394		63,338
Total current liabilities		1.7		1,245		36,440
Total liabilities		1.7		1,381		36,668
Total equity/(deficit)		3.3		2,013		(10,801	)
Total liabilities, preferred shares and equity/(deficit)		5.1		3,394		63,338

Operating data of 55tuan.com

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)		June 30, 2011 (successor)
Total subscribers (in millions)(1)		0.4		0.9		2.8
Active subscribers (in millions)(2)		0.2		0.4		1.4
Featured group buying deals(3)		721		1,046		11,659
Wowo Coupons sold (in millions)(4)		0.28		0.32		1.68

(1)

Reflects the total number of subscribers of 55tuan.com on the last day of the applicable period.

(2)

Reflects the total number of active subscribers of 55tuan.com for the applicable period.

(3)

Reflects the total number of featured deals on 55tuan.com for the applicable period.

(4)

Reflects the total number of Wowo Coupons sold on 55tuan.com, excluding Wowo Coupons claimed for refund, for the applicable period.

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our ADSs. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment.

Risks Relating to Our Business and Industry

We have a limited operating history and our business model is subject to uncertainties, which makes it difficult to evaluate our business.

        We launched our group buying services in March 2010. We have a limited operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult for you to evaluate our business, financial performance and prospects, and our historical growth rate may not be indicative of our future performance. Although we have achieved significant revenue growth since our inception, we cannot assure you that we will be able to achieve similar growth in the future. Moreover, a substantial portion of such growth was achieved through acquisition of selected local group buying service providers in second- and third-tier cities in China. We do not plan to continue our growth through similar acquisition strategy in the future and we cannot assure you that the acquired local group buying businesses will grow as quickly as we have planned. In addition, the group buying business is still a new market in China. Although we have experienced substantial growth since our inception in early 2010, given our limited history it is difficult to predict if the growth will be sustainable in the future, and the market might evolve in ways that are difficult to anticipate. You should consider our prospects in light of the risks and uncertainties that fast-growing companies in a rapidly evolving market may encounter. These risks and difficulties include, but are not limited to:

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a new and relatively unproven business model;

•

our ability to anticipate and adapt to a developing market and industry;

•

our need to achieve greater brand recognition;

•

our ability to attract sufficient subscribers, and generate sufficient net sales or cash flow;

•

difficulties in managing rapid growth in personnel and operations;

•

high expenditures associated with our geographic expansion, brand promotion and marketing activities; and

•

our ability to compete in the market.

        We cannot be certain that our business strategy will be successful or that we will successfully address these risks. Our failure to address any of the risks described above could have a material adverse effect on our business.

We have never been profitable and may continue to incur losses in the future.

        We incurred net loss in the amount of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, primarily due to the early stage of development of our business. As we continue to expand our business, we expect our operating expenses to continue to increase in the foreseeable future. Although

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we expect our net loss to decrease as a percentage of our total net revenues as we continue to expand and develop, we may continue to incur losses in the future.

We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations.

        The group buying industry in China is highly competitive due to a number of factors, such as the relatively low barriers to entry, the continued growth of e-commerce in China and the growing acceptance of online shopping by Chinese Internet users which has resulted in a large number of group buying players. According to the latest issue of the Tuan800 Report, there were approximately 5,000 group buying service providers in China as of August 31, 2011. Many major Chinese portal and e-commerce websites such as taobao.com also offer coupon or group buying discount services. Major Chinese social network sites have also started to offer group buying services, which could pose significant competition to our business given the usually large user base of such social network sites and the synergy of the business models between group buying services and social network services. In addition, certain specialized Internet websites offer coupons or group purchase discounts on specific goods or services, which could directly or indirectly compete with our business. Some of our competitors invest significant capital and human resources in advertisements and promotions, which could potentially dilute our brand recognition and affect our subscriber base. Our competitors may also offer similar deals at lower prices than we do or with packages more attractive than ours. In addition, certain competitors may be willing to offer group buying deals to subscribers or service packages to merchants that generate low or negative gross margins in an effort to increase market share. Some of these websites that offer group coupon services in China have longer operating histories, greater financial, marketing and other resources and larger subscriber bases than we do. Such competitors may leverage their resources and existing subscriber or user bases to quickly increase their market shares.

        According to the Analysys Report, the Chinese group buying industry has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolvement. Market share has been converging to a limited number of primary group buying service providers.

        See "Our Business—Competition." If we are not able to respond to the change in market conditions or subscriber preferences, or if we fail to successfully execute our business strategy, our business, financial condition and results of operations may be adversely affected.

The economy of China in general and the online service industry in particular may not grow as quickly as expected, which may adversely affect our revenues and business prospects.

        Our business and prospects depend on the continuing development and expansion of the group buying industry in China, which in turn depends on the continuing growth of the economy of China in general and the online service industry in particular. Both China's group buying industry and the online service industry have experienced substantial growth in recent years both in terms of number of subscribers and revenues. We cannot assure you, however, that the group buying industry or the online service industry will continue to grow at the same pace as in the past. Growth is affected by numerous factors, such as regulatory changes, public perception of and receptiveness towards the group buying industry, subscribers' general online purchasing experiences, technological innovations, development of Internet and Internet-based services, and the macroeconomic environment. Moreover, concerns about fraud, privacy and other problems may discourage additional subscribers and merchant clients from adopting e-commerce. If the group buying industry in China or the online service industry does not grow as quickly as expected, our subscriber base may decrease and our business and prospects may be adversely affected.

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Strategic acquisitions may have a material and adverse effect on our business, financial conditions and results of operations.

        As part of our strategy to enhance our local presence, Beijing Wowo Tuan has entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. As a result, we had operations in 146 cities across China with localized management, sales, operations and execution teams in each city as of June 30, 2011. As a result of the acquisitions and the increase in our workforce, we anticipate our operating expenses to increase accordingly, which could have an adverse effect on our results of operations.

        There is no guarantee that we can achieve the intended business and revenue growth through our strategic acquisitions. Newly formed companies which became our consolidated affiliated entities may not achieve the financial results we expect. Acquisitions of controlling equity interests and the subsequent integration of the newly formed consolidated affiliated entities into our business network would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business, financial conditions and results of operations. In addition, acquisitions of equity interests could result in the outflow of substantial amounts of cash, potentially dilutive issuances of equity securities, and impairment charges for other intangible assets and exposure to potential unknown liabilities of the acquired businesses.

If we fail to retain existing merchant clients or attract new merchant clients, our business, financial conditions and results of operations may be adversely affected.

        We depend on our merchant clients to provide group buying deals on goods and services for which Wowo Coupons can be redeemed. We have a large number of merchant consultants and merchant service representatives in the cities where we offer group buying services, who maintain cooperative relationships with existing merchant clients and identify and form new relationships with other local merchants on an ongoing basis. We typically do not enter into long term contractual arrangements with merchant clients for group buying deals, and only collaborate with merchant clients to design, promote and distribute group buying deals on a deal-by-deal basis. Our ability to retain existing merchant clients and attract new local businesses to our group buying services is crucial to our ability to offer attractive and diversified group buying deals to our subscribers on a continuous basis. However, our merchant clients may find our group buying campaigns no longer suitable to their business operations due to a number of factors, such as changing market conditions, changing business goals of the merchant clients, or other factors that are out of our control which prevent us from designing a group buying deal campaign with more favorable terms for a merchant client. If existing merchant clients find our group buying services to be ineffective or not tailored to their needs, they might decide not to continue their cooperation with us. Existing merchant clients might also switch to our competitors who offer better services or more attractive pricing terms. On the other hand, we may not succeed in our efforts to secure new group buying arrangements with local merchants due to a number of factors, such as lack of access to the local businesses' desired customer base, or inability to offer group buying discount rates that are acceptable to the local businesses. If we are not able to retain and expand our local merchant client base, the number and variety of group buying deals we are able to offer our subscribers may decrease, which as a result may adversely affect our business, financial conditions and results of operations.

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We rely on our merchant clients to provide goods and services to our subscribers who purchase Wowo Coupons and our quality control may not always be sufficient, which could result in the need for refunds or replacements and could affect our profits and brand.

        We formulate, promote and distribute group buying deals in collaboration with our merchant clients. Once our subscribers purchase Wowo Coupons from our website that can be redeemed for goods or services, we rely on our merchant clients to provide such goods and services to our subscribers. Any customer dissatisfaction resulting from poor quality of goods or services provided by our merchant clients could have an adverse effect on our reputation or revenue if subscribers make claims publicly and request refunds. Many of our merchant clients are small local business operators that lack the necessary resources for adequate quality control. Moreover, when designing the group buying deals, we and our merchant clients might not always accurately estimate the merchant clients' inventories or service capacity, which could lead to overselling Wowo Coupons for a particular deal and result in the local merchants' failure to provide the goods or services upon redemption. Our business depends on our ability to ensure that high quality goods and services are provided to our subscribers on a consistent basis. This has placed, and will continue to place, substantial demands on our operational, technological and other resources. We have a call center in Shandong with a 1,000-operator capacity that is mainly responsible for subscriber support and have dedicated local quality control teams that work closely with our local merchant clients to ensure subscriber satisfaction. We cannot assure you that such measures will always be sufficient in discovering and remedying service shortcomings or merchandise defects, some of which are out of our control. If subscribers are not satisfied with the goods and services and request refunds or replacement of goods, it could adversely affect our cash flows, financial conditions and operation results. In addition, as we expand the types of goods and services for which we offer group coupons, the operational cost of quality control will also likely increase, which will have a negative effect on our profits.

If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients, our operating cash flow and results of operations may be adversely affected.

        Currently we generate all of our revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make payments to the merchant client who provides the goods or services for which the coupons are redeemed, on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We leverage the operating cash inflows provided by the payments received from subscribers to fund our working capital needs. If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients as a result of a shift in market practice or an increase in the bargaining power of our merchant clients, our operating cash flow and results of operations may be adversely affected and we may have to seek alternative financing to fund our working capital needs.

An increase in our refunds to our subscribers may adversely affect our liquidity and profitability.

        To enhance the subscriber experience and service quality, starting from January 2011, we offer our subscribers refunds on the coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon upon its expiration. A subscriber can contact our call center for a refund request. We are in the process of implementing an automated refund system on our website through which a subscriber can claim refund. Starting from January 2011, payments received for unredeemed Wowo Coupons are initially recognized as deferred revenues and are recognized as revenues when such Wowo Coupons are redeemed. After we grant a refund to a subscriber, we typically claim reimbursements from the merchant client who provides the goods or services pursuant to our contractual arrangement with such merchant client, but there is no guarantee that we will be reimbursed in full, or at all. In addition, our standard agreements with our

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merchant clients generally limit the time period during which we can claim reimbursement of refunds we pay to our subscribers. The continued growth of business and the increased number of our merchant clients puts a high demand on our service and merchandise quality control. If we are not able to scale our quality control operations correspondingly we may incur a higher refund expense as a result, which would have an adverse effect on our liquidity and profitability.

If we fail to retain our existing subscribers or attract new subscribers, our business, financial conditions and results of operations may be adversely affected.

        To maintain our revenue and profitability, it is important for us to generate a sizable subscriber base on our websites. We must attract and retain subscribers by providing group buying deals on attractive goods and services on a continuous basis and offering our subscribers new and valuable services. The acquisition of new subscribers and measures taken to increase stickiness of existing subscribers involve certain costs, which could be significant given the intense competition and fast evolving market conditions. We cannot assure you that such acquisition efforts will result in an increase in the number of registered subscribers, or that the market spending or subscriber acquisition cost will be justified by an increase in revenues either on an aggregated or per subscriber basis. Moreover, it is possible that our merchant clients may find the composition of our subscriber base undesirable to their businesses, which in turn makes it difficult for us to secure attractive group buying deals offered by such merchant clients to retain our subscribers or to attract new subscribers. The occurrence of any of the foregoing may have a materially adverse effect on our business, financial conditions and results of operations.

Any restrictions on the sending of emails or messages or a decrease in subscriber willingness to receive updates through messages could adversely affect our revenue and business.

        We offer our subscribers an option to receive group buying deals and updates through email and other messaging services. Wowo coupons purchased as a result of email and other messages sent by us, generate a portion of our revenue. In addition, we will rely on email and other messaging services to implement the location-based group buying service that we are contemplating. If we are unable to successfully deliver email or other messages to our subscribers or potential subscribers, or if subscribers decline to open our email or other messages, our revenue and profitability would be adversely affected. Actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also materially and adversely impact our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages. Any disruption or restriction on the distribution of emails or other messages or any increase in the associated costs would materially and adversely affect our revenue and profitability.

We may not be successful in our efforts to monetize Wowo Platform and GEM.

        We have made investments in the research and development of Wowo Platform and GEM. Wowo Platform is a new location-based service whose business viability has not been sufficiently tested or validated. The success of Wowo Platform depends on a number of factors, such as subscribers' receptiveness towards this new type of service, our ability to attract local merchants and other group buying service providers to offer group buying deals on Wowo Platform, and our ability to deliver relevant local group buying deals to targeted subscribers. We cannot assure you we will be successful in our efforts to monetize Wowo Platform upon its anticipated official launch in the fourth quarter of 2011. GEM is a guest electronic management system that allows our merchant clients to process the Wowo Coupons electronically as well as to manage existing customer relationships and track customer

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purchasing behavior on a real-time basis. Currently we are in the process of installing GEM at selected merchant clients' sites. We will explore ways to monetize GEM once the installation reaches a critical mass. If we fail to monetize Wowo Platform or GEM, or are unable to generate enough revenue through their operation to recuperate the development and operation costs, our business and results of operations may be adversely affected.

We may not be able to successfully expand the types of services and merchandise for which we offer group buying deals, which could adversely affect our business, financial conditions and results of operations.

        We currently organize our group buying deals into four vertical channels, namely, travel, hotels, beauty products and services, and other life style goods. We intend to continue to increase the variety of group buying deals in each of the existing vertical channels, as well as add new vertical channels to better characterize and manage our offerings and enhance subscriber purchase experience. We may need to make substantial investments in connection with such efforts. We may also face greater competition in specific categories from other group buying service providers that are more focused on such categories. In addition, we need to make investments in quality control and after-sale services for new categories of goods and services for which we offer group buying deals and such investments could be significant or exceed our budget. If the launch of a new category requires investments greater than we expect, or if we are unable to offer enough group buying deals which are of high quality, value and variety or if the revenue generated from a new category grows more slowly or produces lower gross profits than we expect, our business, financial condition and results of operations could be adversely affected.

The development and launch of new services or new technologies may not be achieved in a timely manner or at all and such services or technologies may not be successful.

        Our success in attracting new subscribers and retaining existing subscribers depends partly on our ability to consistently develop and launch new and innovative services and technologies. Although we will continue to focus on research and development going forward, we cannot assure you that we will continue to be able to upgrade the technology required to maintain our leading position in or to keep up-to-date with developments across the group buying industry and to launch such services or new technologies in a timely manner or at all. New technologies and software are also less likely to be reliable, robust and resistant to viruses or failure. Given the fast growth of the group buying industry, we might not have enough time to fully test the new technologies and software we develop before we deploy them on our website, which might cause service problems and a negative subscriber experience. We are developing a number of new services and technologies, such as the guest electronic management system, or GEM, the redesigning of our websites, the introduction of social networking and location-based marketing, to enhance the subscriber experience and facilitate access to and usage of our services. There is no guarantee such new services and technologies will achieve their desired effect of retaining existing and attracting new subscribers and local merchant clients, or generate sufficient revenue or other value to justify our investment, and as a result our business, financial conditions and results of operations may be adversely affected.

        Moreover, the software we developed for mobile Internet devices may not be able to gain wide adoption as we expect. Compared with personal computer, the mobile Internet devices typically have lower screen resolution, less memory and more limited functionality, which makes the access to our services through such devices relatively difficult, especially for displaying coupon images and descriptions that are designed primarily for online distribution. If we are unable to attract and retain a substantial number of non-PC device subscribers to our services or if we are slow to develop services and technologies that are more compatible with mobile Internet communications devices relative to our competitors, we may fail to capture a significant share of new subscribers or lose our existing subscribers who switch to mobile Internet devices for their group buying deal purchases.

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Our management team has a limited history of working together and may not be able to execute our business plan.

        Although we believe our experienced management team is one of our competitive strengths, our management team has worked together only for a limited period of time and has a limited track record of executing our business plan as a team. We have recently filled a number of positions in our senior management and finance and accounting staff. Accordingly, certain key personnel have only recently assumed the duties and responsibilities they are now performing, and thus, it is difficult to predict whether our management team, individually and collectively, will be effective in operating our business. In addition, the smooth integration of the local group buying businesses we acquired depends on our senior management's ability to work closely and efficiently with the local management teams that joined our business as part of the acquisition. We cannot assure you that communications between the senior management team and the local management teams will always be effective, or the executions at the local levels will always have the results that the senior management team expects. Moreover, the integration process might take longer than we expected, which might have a negative impact on our results of operations.

We rely on our senior management and key employees.

        Our success is dependent upon the expertise and continued service of our senior management and other key personnel. Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China and has over two decades of experience in managing China-based retail and technology companies. He founded and managed the largest supermarket chain in Shandong province, Qilu Supermarket, between 1992 and 2000. He also founded one of the largest wireless B2B messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platform in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. Other members of our senior management team are also crucial to our smooth operation and continued innovation. In addition, we rely on a limited number of specialized staff members in certain areas of our IT operations where we do not receive support from external service providers. Furthermore, our ability to expand our operations to accommodate our anticipated growth will also depend on our ability to retain the management teams of the local businesses in which we acquired controlling equity interests and attract additional personnel such as qualified risk managers, finance, management, marketing, and technical personnel and others. Competition for these employees is intense due to the limited number of suitably qualified professionals. If we fail to attract and retain such personnel it may be difficult for us to manage our business and meet our objectives and our operational results or financial conditions may be adversely affected.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

        We believe that our reputation among our subscribers and local merchant clients as a group buying service provider with highly-valued deals and reliable services and our "Wowo Tuan" brand is of significant importance to the success of our business. A well-recognized brand is critical to increasing our subscriber base and, in turn, increasing our revenue. Since the group buying market is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and

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enhance our reputation and brand, which may be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as:

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cost-effective market campaigns to increase brand recognition and awareness in a highly competitive market;

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our ability to deliver highly-valued group buying offers on a continuous basis; and

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effective quality control of goods and services provided to our subscribers by our local merchant clients.

        We have conducted, and will continue to conduct, various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations may be materially and adversely affected.

Negative publicity on the group buying industry could adversely affect our business.

        The success of our business depends on the continued growth of public acceptance of group buying services. Since its inception in early 2010, the group buying industry in China has received certain negative publicity of consumer dissatisfaction due to poor service and merchandise quality of group buying deals offered by certain group buying service providers, partially attributable to its exponential growth and the substantial number of new market entrants. According to the Analysys Report, the group buying industry in China has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolution. Market share has been converging to a limited number of primary group buying service providers. The overall quality of group buying services is expected to increase as a result, which may in turn enhance the public image and acceptance of the group buying industry. However, there is no guarantee such market consolidation will achieve the expected effect, and if public opinion of the group buying industry is affected by continued negative publicity, we may experience a slowdown in market growth and as a result our business, financial conditions and results of operations may be adversely affected.

We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions.

        As the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business insurance products. We do not have any product liability insurance or business interruption insurance. As we continue to expand our group buying deals, we may be increasingly exposed to vicarious product liability claims related to product defects in the design or manufacture of such general merchandise. Any product liability claims, business disruption, or natural disaster could result in us incurring substantial costs and the diversion of resources, which would have an adverse effect on our business and results of operations.

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We rely on third parties payment processing service providers and any disruption to the provision of these services to us could materially and adversely affect our business and results of operations.

        We rely on third parties payment processing service providers to provide payment processing services, including the processing of credit cards and debit cards. We currently receive over 90% of the payments of Wowo Coupons directly or indirectly through Alipay. Pursuant to our agreements with Alipay, Alipay will provide payment processing services to us and we will pay service fees to Alipay. Typically the term of each of these agreements is one year, and may be automatically renewed for a term of one year unless otherwise requested by Alipay or us in writing within one month prior to the expiration date. Our business could be disrupted if Alipay becomes unwilling or unable to provide payment processing services to us, and we may incur additional cost as we seek alternative payment processing service providers. Moreover, the third-party payment processing service providers may fail to obtain, maintain or renew their required qualifications, which may result in disruption in their services to us.

        For all the online payment transactions, secured transmission of confidential information, such as subscribers' credit card numbers and expiration dates, personal information and billing addresses, over public networks is essential to maintain subscribers' confidence in us. Our current security measures and those of the third parties payment processing service providers may not be adequate. We must be prepared to increase and enhance our security measures and efforts so that our subscribers have confidence in the reliability of the online payment systems that we use, which will impose additional costs and expenses and may still not guarantee complete safety. In addition, we do not have control over the security measures implemented by our third-party payment processing service providers. Security breaches of the online payment systems that we use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage our reputation and the perceived security of the online payment systems that we use.

        In addition, we may in the future increase the variety of payment methods accepted on our website. As we offer new payment options to subscribers, we may be subject to additional regulations and compliance requirements. We pay intercharge and other fees to third-party payment channels, which may increase over time and raise our operating costs and lower profitability.

We depend on our information technology systems and infrastructure, which may fail or be subject to disruption.

        We are dependent on our IT systems for handling purchase orders, and the efficiency and reliability of our systems are in turn dependent on the functionality and stability of the underlying technical infrastructure. The functionality of the servers that we use and the related hardware and software infrastructure are of considerable significance to our business, our reputation and our ability to attract merchant clients and subscribers. Our IT systems may be damaged or interrupted by human errors, unauthorized access, destruction of hardware, power cuts not covered by backup facilities, system crashes, software problems, virus attacks, natural hazards or disasters, or similar disruptions or disruptive events. Furthermore, our current IT systems may be unable to support a significant increase in online traffic or increased number of subscribers, whether as a result of organic or inorganic growth of the business. We have in place business continuity procedures, disaster recovery systems and security measures to protect against network or technical failures or disruptions. Despite such procedures, failures in computer processing and weaknesses in the existing software and hardware cannot be completely prevented or eliminated. Any failure of our IT systems and infrastructure could lead to significant costs and disruptions that could reduce revenues, harm our business reputation and have a material adverse effect on our operations.

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        In addition, we rely on bandwidth providers, communications carriers, data centers and other third parties for key aspects of the process of providing services to our subscribers. Any failure or interruption in the services and products provided by these third parties could limit our ability to operate certain aspects of our businesses, which could in turn have a material adverse effect on our business and financial conditions.

We expect to incur significant costs from a variety of marketing efforts designed to increase our net revenues and some marketing campaigns and methods may not be effective or provide the results we expect.

        We plan to engage in a variety of different marketing efforts tailored to our target subscribers to expand our subscriber base. Our marketing activities, which we expect to involve significant costs, may not be well received by users and may not result in the levels of revenue increase that we anticipate. Marketing approaches and tools in the group buying industry in China are evolving. This further requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and user preferences. Failure to refine our existing marketing approaches or to introduce new effective marketing approaches in a cost effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability.

Technical or other limitations on Internet use could have a negative impact on our business.

        The Internet currently represents our main service channel for group buying services. New regulations governing the use of the Internet could be issued at the national or provincial level, or existing regulations could be interpreted more strictly. No assurance can be given that e-commerce in general or our online services in particular will not be adversely impacted by further evolvement of regulations. Technical limitations on Internet use can also be developed or implemented. For example, restrictions can be implemented on personal Internet use in the workplace in general or access to our website in particular. This could lead to a reduction of subscriber activities or a loss of subscribers altogether, which in turn could have a material adverse effect on our financial position and results of operations.

Failure to adequately protect subscriber account information could have a material adverse effect on us.

        We process subscribers' personal data (including name, address, age, bank details and purchase history) as part of our business and therefore must comply with data protection laws in China. Data protection laws restrict our ability to collect and use personal information relating to customers and potential customers. Notwithstanding our IT and data security and other systems, we may not be effective in detecting any intrusion or other security breaches, or safeguarding against sabotage, hackers, viruses and cyber crime. We are exposed to the risk that personal data could in the future be wrongfully accessed and/or used, whether by employees, customers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to transmit customer information and payment details online in a secure manner, or if any such theft or loss of personal customer data were otherwise to occur, it could subject us to liabilities under the data protection laws or result in the loss of the goodwill of our customers.

We might not be able to adequately protect our intellectual property rights.

        We believe our domain names, trademarks, technology know-hows and other intellectual properties are our competitive advantages and are important to our success to date and our future prospects. We have been investing resources to develop our own intellectual properties and we take prudent steps to protect our intellectual properties and know-hows. But we cannot assure you such steps will be sufficient to prevent the infringement of our intellectual properties. If we fail to adequately protect our

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intellectual property rights, including our rights in know-how or our trademark, it could have a material adverse effect on our operations.

        The validity, enforceability and scope of protection available under intellectual property laws with respect to the Internet industry in China are uncertain and still evolving. Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and the diversion of resources and management's attention.

Failure to effectively detect and prevent fraudulent transactions would increase our losses and adversely affect our business, financial conditions and results of operations.

        We offer group buying deals in the form of redeemable coupons with unique identifiers. It is possible that subscribers or other third parties will seek to create counterfeit coupons in order to fraudulently purchase discounted goods and services from our merchant clients. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our services could be subject to employee fraud or other internal security breaches, and we may be required to reimburse subscribers and/or merchant clients for any funds stolen or revenue lost as a result of such breaches. Our merchant clients could also request reimbursement, or stop using our coupon marketing campaign, if they are affected by buyer fraud or other types of fraud.

        We may incur significant losses from fraud and counterfeit coupons. We may incur losses from merchant client fraud and from erroneous transmissions. While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business, financial conditions and results of operations may be adversely affected.

During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective.

        We will be subject to reporting obligations under U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Prior to this offering, we were a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of Beijing Wowo Tuan for the year ended December 31, 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that

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there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified are related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP, (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP; and (iii) lack of risk assessment documentation. The significant deficiencies identified are related to (i) inadequate data management of the group buying management system, (ii) insufficient capacity of the Group Buying Management, or GBM, system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges. These identified material weaknesses may affect our ability to accurately and timely report our financial results in accordance with U.S. GAAP and to prevent or detect material misstatements of the company's annual or interim financial statements on a timely basis.

        Neither we nor our independent registered public accounting firm have undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do after we become a public company. In light of the number of material weaknesses and other control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting." However, the implementation of these measures may not fully address these material weaknesses and other control deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses and other control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. In addition, beginning at the same time, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting. If we fail to remedy the problems identified above, our management and our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. This could adversely impact the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes. We will need to incur significant costs and use significant management and other resources in order to comply with Section 404 of the Sarbanes-Oxley Act.

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Our grant of employee share options, restricted shares or other share-based compensation and any future grants could have an adverse effect on our net income.

        U.S. GAAP prescribes how we account for share-based compensation and may have an adverse impact on our results of operations or the price of our ADSs. U.S. GAAP requires us to recognize share-based compensation as compensation expense in the statement of operations generally based on the fair value of equity awards on the date of the grant, with compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. The expenses associated with share-based compensation may reduce the attractiveness of issuing share options or restricted shares under our equity incentive plan. However, if we do not grant share options or restricted shares, or reduce the number of share options or restricted shares we grant, we may not be able to attract and retain key personnel. If we grant more share options or restricted shares to attract and retain key personnel, the expenses associated with share-based compensation may adversely affect our net income.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from expanding or growing our business.

        We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of holders of our ordinary shares, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations.

        We lease all of the premises used for our offices. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. As of the date of this prospectus, we are not aware of any actions, claims or investigations being contemplated by the relevant government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the mortgaged properties challenge our right to lease these properties, we may not be able to protect our leasehold interest and may be ordered to vacate the affected premises, which could in turn materially and adversely affect our business operations and results of operations.

Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Current PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in Internet businesses, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. We conduct our operations in China principally through contractual arrangements between our wholly-

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owned PRC subsidiary, Beijing Wowo Shi Jie Information Technology Co., Ltd., or Wowo Shi Jie, and three consolidated affiliated entities in China, namely, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao, and their respective shareholders. Beijing Wowo Tuan has 14 PRC subsidiaries, namely Shijiazhuang Wowo Tuan Information Technology Co., Ltd., Jinan Wuzhiwu Information Technology Co., Ltd., Wuxi Yuzhong Internet Technology Co., Ltd., Shenyang Wowo Shijiu Internet Technology Co., Ltd., Hunan Wowo Tuan Information Technology Co., Ltd., Changzhou Wowo Tuan Information Technology Co., Ltd., Shaoxing Wowo Tuan Information Technology Co., Ltd., Langfang Wowo Tuan Internet Technology Co., Ltd, Chengdu Beiguo Technology Co., Ltd., Shenzhen Xunjie Time Media Co., Ltd., Ningbo Wowo Tuan Technology Co., Ltd., Xiamen Wowo Tuan Technology Co., Ltd., Quanzhou Wowo Tuan Information Technology Co., Ltd., and Shaoxing Wowo Tuan Information Technology Co., Ltd., as well as 123 local branches as of the date of this prospectus. Our contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and their respective shareholders enable us to exercise effective control over these entities and hence treat them as our consolidated affiliated entities and consolidate their results. For a detailed discussion of these contractual arrangements, see "Our History and Corporate Structure."

        We cannot assure you, however, that we will be able to enforce these contracts. Although we believe we are in compliance with current PRC regulations, we cannot assure you that the PRC government would agree that these contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. If the PRC government determines that we are not in compliance with applicable laws and regulations, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, restrict or prohibit our use of proceeds from this offering to finance our business and operations in China, shut down our servers or block our website, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, levy fines, confiscate our income or the income of our PRC subsidiary or affiliated PRC entities, or take other regulatory or enforcement actions against us that could be harmful to our business. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

We rely on contractual arrangements with our consolidated affiliated entities in China and their shareholders for our operations, which may not be as effective as direct ownership in providing operational control.

        Since PRC laws restrict foreign equity ownership in companies engaged in Internet businesses in China, we rely on contractual arrangements with our consolidated affiliated entities, in which we do not hold shares, and their respective shareholders to operate our business in China. If we held the shares of Beijng Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, we would be able to exercise our rights as a shareholder to effect changes in their respective board of directors, which in turn could effectuate changes at the management level, subject to any applicable fiduciary obligations. However, under the current contractual arrangements, we rely on our consolidated affiliated entities and their respective shareholders' performance of their contractual obligations to exercise effective control. In addition, our contractual arrangements generally have a term of ten years with an automatic extension of another ten years on the same terms subject to Wowo Shi Jie's confirmation. In general, neither our consolidated affiliated entities nor their respective shareholders may terminate the contracts prior to the expiration date. However, the shareholders of the consolidated affiliated entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our consolidated affiliated entities. We may replace the shareholders of our consolidated affiliated entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if

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any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operation of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business." Therefore, these contractual arrangements may not be as effective as direct holding of shares.

Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business.

        Our consolidated affiliated entities and their respective shareholders may fail to take certain actions required for our business or follow our instructions despite their contractual obligations to do so. If they fail to perform their obligations under their respective agreements with us, we may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, which may not be effective.

        For example, under the equity pledge agreements between Wowo Shi Jie and the respective shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, these shareholders pledged all of their equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao to Wowo Shi Jie. Our PRC counsel, Commerce & Finance Law Offices, has advised us that these pledges will be duly created and effective provided that such pledges are duly registered with the relevant local branch of the State Administration for Industry and Commerce in accordance with relevant PRC laws. We expect to complete the afore said pledge registration in the fourth quarter of 2011. As a result, if any of Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their respective shareholders breaches its obligations under the contractual arrangements, we may have to take legal actions to compel them to enforce the pledges.

        All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in certain other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, which may make it difficult to exert effective control over our consolidated affiliated entities, and our ability to conduct our business may be adversely affected.

Contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us.

        Under applicable PRC tax laws and regulations, arrangements and transactions among related parties may be subject to audit or scrutiny by the PRC tax authorities within ten years after the taxable year when the arrangements or transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities were to determine that the contractual arrangements between Wowo Shi Jie, our wholly-owned subsidiary in China, our consolidated affiliated entities in China and their respective shareholders were not entered into on an arm's-length basis and therefore constituted unfavorable transfer pricing arrangements. Unfavorable transfer pricing arrangements could, among other things, result in an upward adjustment on taxation. In addition, the PRC tax authorities may impose late payment fees and other penalties on our consolidated affiliated entities for the adjusted but unpaid taxes. Our results of operations may be materially and adversely affected if our consolidated affiliated entities' tax liabilities increase significantly or if they are required to pay late payment fees or other penalties.

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The shareholders of our consolidated affiliated entities may have potential conflicts of interest with us, which may materially and adversely affect our business.

        We may replace the shareholders of our consolidated affiliated entities at any time pursuant to the equity option agreements. In addition, each of the shareholders of our consolidated affiliated entities has executed a power of attorney to appoint Wowo Shi Jie to vote on his or her behalf and exercise the full voting rights as the shareholder of the consolidated affiliated entities. However, we cannot assure you that when conflicts arise, the shareholders of our consolidated affiliated entities will act in the best interests of our company or that conflicts will be resolved in our favor. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated affiliated entities, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.

        We are a holding company, and we rely principally on dividends and other distributions on equity paid by our wholly-owned PRC subsidiary, Wowo Shi Jie, and our wholly-owned Hong Kong subsidiary, Wowo Holding Limited, which is the direct holding company of Wowo Shi Jie, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If Wowo Shi Jie or Wowo Holding Limited, as the case may be, incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Wowo Shi Jie currently has in place with our consolidated affiliated entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us.

        Under PRC laws and regulations, Wowo Shi Jie, as a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise such as Wowo Shi Jie is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. At its discretion, it may allocate a portion of its after-tax profits based on PRC accounting standards to other funds. These statutory reserve funds and other funds are not distributable as cash dividends. As of the date of the prospectus, the registered capital of Wowo Shi Jie was US$5,000,000. The total amount of our restricted net assets was US$12.8 million as of June 30, 2011. Any limitation on the ability of Wowo Shi Jie or Wowo Holding Limited to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations.

        In utilizing the proceeds we receive from this offering in the manner described in "Use of Proceeds," as an offshore holding company with a PRC subsidiary, we may (i) make additional capital contributions to our PRC subsidiary, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiary or consolidated affiliated

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entities, or (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

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capital contributions to our PRC subsidiaries, whether the existing one or newly established ones, must be approved by the PRC Ministry of Commerce or its local counterparts;

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loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange, or SAFE, or its local branches; and

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medium and long-term loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.

        On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 provides that the Renminbi capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within China, unless it is provided for otherwise. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from the foreign currency registered capital of a foreign-invested company. The use of such Renminbi capital may not be altered without SAFE approval, and such Renminbi capital may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary or other penalties. Furthermore, SAFE promulgated the Notice on Relevant Issues regarding the Strength of Administration of Foreign Exchange Operations or Circular No. 59 on November 19, 2010, which tightens the examination of the authenticity of the settlement of net proceeds from offshore public offerings and requires that the settlement of net proceeds shall be in accordance with the descriptions in the prospectus.

        In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future plans to use the U.S. dollar proceeds we receive from this offering for our expansion and operations in China. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if such entities go bankrupt or become subject to dissolution or liquidation proceedings.

        As part of our contractual arrangements with our consolidated affiliated entities, such entities hold certain assets that are important to the operation of our business. If our consolidated affiliated entities go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If our consolidated affiliated entities undergo voluntary or involuntary liquidation proceedings, the unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

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If our consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses and approvals required under the complex regulatory environment for online businesses in China, our business, financial condition and results of operations may be materially and adversely affected.

        The Internet industry in China is highly regulated by the PRC government and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the Internet industry. See "Regulations." Our consolidated affiliated entities are required to obtain and maintain certain assets relevant to their business as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These assets and licenses are essential to the operation of our business and are generally subject to annual review by the relevant governmental authorities. Furthermore, our affiliated PRC entities may be required to obtain additional licenses. If our consolidated affiliated entities fail to obtain or maintain any of the required assets, licenses or approvals, their continued business operations in the Internet industry may subject them to various penalties, such as the confiscation of illegal net revenues, fines and the discontinuation or restriction of their operations. Any such disruption in the business operations of our affiliated PRC entities will materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Doing Business in China

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies.

        The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation of Internet businesses include, but are not limited to, the following:

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there are uncertainties relating to the regulation of Internet businesses in China, including evolving licensing practices. This means that permits, licenses or operations at some of our companies may be subject to challenge, or we may fail to obtain permits or licenses that may be deemed necessary for our operations or we may not be able to obtain or renew certain permits or licenses. The major permits and licenses that could be involved include, without limitation, the ICP license. If we fail to maintain any of these required licenses or approvals, we may be subject to various penalties, including fines and the discontinuation of or restrictions on our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations;

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new laws and regulations may be promulgated that will regulate Internet activities, including online services. If these new laws and regulations are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties; and

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we only have contractual control over our operating website www.55tuan.com. We do not own the website due to the restriction of foreign investment in businesses providing value-added telecom services in China, including Internet content distribution services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

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        The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China's regulation of Internet businesses.

        On July 13, 2006, the Ministry of Industry and Information Technology, or the MIIT, the successor of the Ministry of Information Industry, issued the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecom Services. This notice prohibits domestic telecom services providers from leasing, transferring or selling telecom business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecom business in China. According to this notice, either the holder of a value-added telecom business operating license or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecom services. The notice also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently, Beijing Wowo Tuan and Kai Yi Shi Dai, two of our PRC consolidated affiliated entities, own the related domain names, and hold the ICP licenses necessary for the operation of our Wowo Tuan and Wowo Platform websites, and Beijing Wowo Tuan is in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. In addition, as a result of our recent acquisitions we are in the process of merging into Wowo Tuan seven websites operated by our consolidated affiliated entities which have not received ICP licences. Pursuant to the Administrative Measures on Internet Information Services effective since September 25, 2000, commercial Internet information services are subject to licensing system. In case the operator provides commercial Internet information services without obtaining an operation license or the services provided by the operator exceed the scope of the services as permitted by the operation license, the relevant telecom administrative agency may order to have such act corrected within a specified period. Where there is illegal income, the illegal income may be confiscated and a fine of no less than three times but no more than five times the value of the illegal income would be imposed; where there is no illegal income or the illegal income does not exceed RMB50,000, a fine of no less than RMB100,000 but no more than RMB1,000,000 may be imposed; in the event of a serious case, the operator shall be ordered to close down its website.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs.

        On August 8, 2006, six PRC regulatory authorities, including the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the 2006 M&A Rules, which were later amended on June 22, 2009. According to the 2006 M&A Rules, an offshore special purpose vehicle, or SPV, refers to an overseas company controlled directly or indirectly by domestic companies or individuals for purposes of overseas listing of equity interests in domestic companies (defined as enterprises in the PRC other than foreign-invested enterprises). The 2006 M&A Rules require that the overseas listing by the SPV must be approved by the CSRC. However, the applicability of the 2006 M&A Rules with respect to CSRC approval is unclear. Accordingly, the application of the 2006 M&A Rules with respect to this offering and our corporate structure for this offering established under contractual arrangements remains unclear.

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        We believe that the 2006 M&A Rules do not require that we obtain prior CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market, given that (i) our PRC subsidiary, Wowo Shi Jie, was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any "domestic company" as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between our company, our PRC subsidiary and any of our consolidated affiliated entities as a type of acquisition transaction falling under the 2006 M&A Rules; (ii) we do not hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their PRC subsidiaries; and (iii) the CSRC currently has not issued any definitive rule concerning whether offerings like the offering contemplated by our company under this prospectus are subject to prior CSRC approval.

        However, if the CSRC subsequently determines that its prior approval is required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our operating privileges, delay or restrict our sending the proceeds from this offering into China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur.

        We cannot predict when the CSRC may promulgate additional rules or other guidance, if at all. If implementing rules or guidance are issued prior to the completion of this offering and consequently we conclude that we are required to obtain CSRC approval, this offering will be delayed until we obtain CSRC approval, which may take several months or longer. Moreover, the implementing rules or guidance, to the extent issued, may fail to resolve current ambiguities under the 2006 M&A Rules. Uncertainties or negative publicity regarding the 2006 M&A Rules could have a material adverse effect on the trading price of our ADSs.

Regulation and censorship of information distribution over the Internet in China may adversely affect our business, and we may be liable for information displayed on, retrieved from or linked to our website.

        China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of subscribers of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in China.

Governmental control of currency conversion may affect the value of your investment.

        The PRC government imposes controls on the convertibility between the Renminbi and foreign currencies despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Currently all of our revenues are denominated in Renminbi. Under our current holding company corporate structure, our income is primarily derived from dividend payments from our PRC subsidiary. Shortages in the availability of

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foreign currency or other restrictions may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Fluctuations in exchange rates of the Renminbi could materially affect our reported results of operations.

        The exchange rates between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China's political and economic conditions. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. However, the People's Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For almost two years after July 2008, the Renminbi traded within a very narrow range against the U.S. dollar, remaining within 1% of its July 2008 high. As a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S. dollar. In June 2010, the PRC government announced that it would increase Renminbi exchange rate flexibility. However, it remains unclear how this flexibility might be implemented. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

        As we may rely on dividends and other fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we received from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition, since our functional and reporting currency is the U.S. dollar while the functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which may not reflect any underlying change in our business, results of operations or financial condition.

Our operations may be adversely affected by changes in China's political, economic and social conditions.

        Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

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        The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

        While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In the past the PRC government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results. Any significant increase in China's inflation rate could increase our costs and have a negative impact on our operating margins. In addition, any sudden changes to China's political system or the occurrence of widespread social unrest could have negative effects on our business and results of operations.

Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders.

        Under the PRC Enterprise Income Tax Law, or the New EIT Law, and the Implementation Rules to the New EIT Law, or the Implementation Rules, both of which became effective on January 1, 2008, an enterprise established outside of the PRC with "de facto management bodies" within the PRC is considered a resident enterprise and is subject to PRC enterprise income tax at the rate of 25% on its global income. The Implementation Rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." The only detailed guidance currently available for the definition of "de facto management body" as well as the determination of offshore incorporated PRC tax resident and its administration are set forth in two notices, i.e. the Notice On Issues Relating to Determination of Chinese-Controlled Offshore Enterprise as PRC Resident Enterprises by applying the "De Facto Management Body", or Circular 82, and the Administrative Measures of Enterprise Income of Chinese Controlled Offshore Incorporated Resident Enterprise (Trial), or Circular 45, issued by the PRC State Administration of Taxation, or the Circulars, which provide guidance on the administration as well as determination of the tax residency status of a Chinese controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC

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enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as competent tax authorities. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, the payer should not withhold 10% income tax when paying the Chinese-sourced dividends, interest, royalties, etc. to the Chinese controlled offshore incorporated enterprise. Although the Circulars only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria and administration clarification made in the Circulars may reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and the administration measures should be implemented. If the PRC authorities were to determine that we should be treated as a PRC resident enterprise for the purpose of PRC enterprise income tax, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our financial condition and results of operations.

        Pursuant to the New EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign enterprise investors will be subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. We are a Cayman Islands holding company and substantially all of our income may come from dividends from our PRC subsidiary through our Hong Kong holding company. To the extent these dividends are subject to withholding tax, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and ADS holders, will be reduced.

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC withholding tax at a rate of up to 10%, subject to the provisions of any applicable tax treaty.

        If we are required under the New EIT Law to withhold PRC income tax on any dividends paid to our non-PRC shareholders and ADS holders or if gains from dispositions of our shares or ADSs are subject to PRC tax, your investment in our ADSs or ordinary shares may be materially and adversely affected.

        Furthermore, the State Administration of Taxation promulgated the Notice on How to Understand and Determine the Beneficial Owners in Tax Treaties in October 2009, or Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601, a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. We cannot assure you that any dividends to be distributed by us to our non-PRC shareholders and ADS holders whose jurisdiction of incorporation has a tax treaty with China providing for avoidance of double taxation will be entitled to the benefits under the relevant withholding arrangement.

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The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.

        As our main operating entities and a substantial majority of our assets are located in China, PRC laws and the PRC legal system in general may have a significant impact on our business operations. Although China's legal system has developed over the last several decades, PRC laws, regulations and legal requirements remain underdeveloped relative to those of the United States. For example, there remain uncertainties regarding the evolution of the PRC laws and regulations applicable to the group buying industry, including with respect to business tax obligations. Any entity or individual providing services in China as defined under relevant PRC tax laws and regulations is generally required to pay PRC business tax at the rate of 5% and surcharges on the revenues generated from providing such services. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries such as tourism or construction. As a group buying service provider, we are subject to PRC business tax and surcharges, which are collected by local tax authorities. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, we believe that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. Therefore, as of the date of this prospectus, our PRC business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although we believe it is appropriate for us to pay business taxes on a net basis, we cannot assure you that the PRC tax authorities will not challenge such basis of our business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that our business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require our business taxes to be paid on the gross revenue, this would result in an increase of our business tax liability, and the PRC authorities may impose late payment fees and other penalties on us for any unpaid business taxes. Consequently, our financial conditions and our business operations may be adversely affected. Moreover, PRC laws and regulations change frequently and their interpretation and enforcement involve uncertainties. For example, the interpretation or enforcement of PRC laws and regulations may be subject to government rules or policies, some of which are not published on a timely basis or at all. In addition, the relative inexperience of China's judiciary in some cases may create uncertainty as to the outcome of litigation. These uncertainties could limit our ability to enforce our legal or contractual rights or otherwise adversely affect our business and operations. Furthermore, due to the existence of unpublished rules and policies, and since newly issued PRC laws and regulations may have a retroactive effect, we may not be aware of our violation of certain PRC laws, regulations, policies or rules until after the fact.

A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests

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held by the PRC citizens or residents. In addition, such PRC citizens or residents must update their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply with these rules, the onshore subsidiaries are required to report the non-compliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed their initial registrations with the local counterpart of SAFE in Beijing, and will apply for updated registrations under SAFE Circular 75. The rest of our PRC citizen or resident beneficial owners will also apply for registrations under SAFE Circular 75 with the relevant local counterpart of SAFE in Beijing. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

        Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated by SAFE on January 5, 2007 and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. For participants who had already participated in an employee share option or share incentive plan before the date of the guidance, the guidance require their PRC employers or PRC agents to complete the relevant formalities within three months of the date of the guidance. We and our PRC citizen employees who have been granted share options, or PRC option holders, will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. If we or our PRC option holders fail to comply with these rules, we or our PRC option holders may be subject to fines and legal or administrative sanctions. See "Regulations—Regulations on Foreign Exchange."

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We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Enterprises, or SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

        There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. As a result, we and our non-resident investors in such transactions may become subject to the reporting obligations and even at risk of being taxed under SAT Circular 698 and we may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under the general anti-avoidance rules of the New EIT Law, which may have a material adverse effect on our financial condition and results of operations or such non-resident investors' investment in us.

PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

        PRC laws and regulations, such as the 2006 M&A Rules, the Anti-Monopoly Law promulgated by the PRC National People's Congress in 2007 and the Notice on the Establishment of the Security Review System in Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the State Council, or the Security Review Rule, establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors and companies more time-consuming and complex, including requirements in some instances that various governmental authorities be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, on February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information service industry which our operations fall within, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides for that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We may expand our business in part by acquiring complementary businesses. Complying with the requirements of the relevant PRC laws and

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regulations to complete such transactions could be time-consuming, and any required approval processes may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

        On June 29, 2007, the Standing Committee of the National People's Congress of China enacted the Labor Contract Law, which became effective on January 1, 2008. The Labor Contract Law introduces specific provisions related to fixed-term labor contracts, part-time employment, probation, consultation with labor union and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the Labor Contract Law, an employer is obliged to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unlimited term, with certain exceptions. The employer must also pay severance to an employee in nearly all instances where a labor contract, including a contract with an unlimited term, is terminated or expires. In addition, the government has continued to introduce various new labor-related regulations after the Labor Contract Law. Among other things, new annual leave requirements mandate that annual leave ranging from five to 15 days is available to nearly all employees and further require that the employer compensate an employee for any annual leave days the employee is unable to take in the amount of three times his daily salary, subject to certain exceptions. As a result of these new regulations designed to enhance labor protection, our labor costs are expected to increase. In addition, as the interpretation and implementation of these new regulations are still evolving, we cannot assure you that our employment practices do not or will not violate the Labor Contract Law and other labor-related regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be adversely affected.

Risks Relating to Our ADSs and This Offering

An active trading market for our ordinary shares or our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares represented by the ADSs. If an active public market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs may be adversely affected. We have applied to list our ADSs on the Nasdaq Global Market. A liquid public market for our ADSs may not develop. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the ADSs are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your ADSs regardless of our operating performance or prospects. In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management, and, if adversely determined, could have a material adverse effect on our results of operations.

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Future sales or perceived sales of our ADSs or ordinary shares by existing shareholders could cause our ADSs' price to decline.

        If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up period and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline. Upon closing of this offering, we will have                outstanding ordinary shares. All ADSs sold in this offering will be freely tradable, without restriction, in the public market. The representatives of the underwriters may, in their sole discretion, permit our officers, directors, employees and current option holders and shareholders to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire (180 days or more from the date of this prospectus), all of our outstanding shares will be eligible for sale in the public market, but they will be subject to volume limitations under Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act. In addition, ordinary shares subject to outstanding options under our share incentive plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.

Because the initial public offering price is substantially higher than our pro forma net tangible book value per ADS, you will incur immediate and substantial dilution.

        If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$                per ADS (assuming no exercise of outstanding options to acquire ordinary shares), representing the difference between our pro forma net tangible book value per ADS as of                , 2011, after giving effect to this offering and the assumed initial public offering price of US$                per ADS (the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus). In addition, you may experience further dilution to the extent that our ordinary shares are issued upon the exercise of outstanding share options. Substantially all of the ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ADS basis that is less than the initial public offering price per ADS in this offering.

We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors.

        For any taxable year, we will be a passive foreign investment company, or PFIC, for United States federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets (generally by value) in that taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. Although we do not believe we were a PFIC for our most recent taxable year, in light of our significant cash balances (taking into account the expected proceeds from this offering) and the uncertainty as to the extent, if any, that our goodwill may be taken into account in determining our PFIC status for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, we presently do not anticipate that we will be a PFIC based upon the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering), and the expected composition of our income and assets. However, we may be a PFIC for the 2012 taxable year or any future taxable years due to changes in our asset, income composition or the value of our assets, including if our market capitalization is less than anticipated or subsequently declines. In addition, there is uncertainty as to the treatment of our contractual arrangements with our consolidated affiliated entities for purposes of the PFIC rules. If it is

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determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, except if you have made a mark-to-market election. Because there are uncertainties in the application of the relevant rules and PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we will not be a PFIC for any year. If we are a PFIC, U.S. holders of our ADSs or ordinary shares may be subject to increased tax liabilities under United States federal income tax laws and may be subject to burdensome reporting requirements. See "Taxation—Material United States Federal Income Tax Consequences—Passive Foreign Investment Company." As the determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, our U.S. counsel expresses no opinion with respect to our PFIC status.

We are a "foreign private issuer," and have disclosure obligations that are different from those of U.S. domestic reporting companies; as a result, you should not expect to receive the same information about us at the same time when a U.S. domestic reporting company provides the information required to be disclosed.

        We are a foreign private issuer and, as a result, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Securities Exchange Act of 1934, or the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We will have 120 days from the end of each fiscal year to file our annual report on Form 20-F for the fiscal years ending on or after December 15, 2011. We are not required to disclose detailed individual executive compensation information that is required to be disclosed by U.S. domestic issuers. Further, our directors and executive officers are not required to report equity holdings under Section 16 of the Securities Act and are not subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer are different than those imposed on U.S. domestic reporting companies, our shareholders should not expect to receive the same information about us and at the same time as the information received from, or provided by U.S. domestic reporting companies.

You may not receive certain distributions we made on our ordinary shares or other deposited securities if the depositary decides not to make such distribution to you.

        The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

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The trading price of our ADSs may be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs may be volatile and could fluctuate widely in response to factors relating to our business as well as external factors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially. At the same time, securities markets may from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. For example, in late 2008 and early 2009, the securities markets in the United States, China and other jurisdictions experienced the largest decline in share prices since September 2001. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.

        The performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. In recent years, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings. The trading performances of these PRC companies' securities at the time of or after their offerings may affect the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our ADSs. These broad market and industry factors may significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. Any of these factors may result in large and sudden changes in the trading volume and price for our ADSs.

Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium.

        Our                amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

        Our corporate affairs are governed by our                amended and restated memorandum and articles of association, the Cayman Islands Companies Law (2010 Revision), as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in

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the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

        The Cayman Islands courts are unlikely:

•

to recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

•

to entertain original actions brought against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the Cayman Islands will generally recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (i) such courts had proper jurisdiction over the parties subject to such judgment; (ii) such courts did not contravene the rules of natural justice of the Cayman Islands; (iii) such judgment was not obtained by fraud; (iv) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there is due compliance with the correct procedures under the laws of the Cayman Islands. You should also read "Description of Share Capital—Differences in Corporate Law" for some of the differences between the corporate and securities laws in the Cayman Islands and the United States.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the United States.

        We are incorporated in the Cayman Islands and conduct our operations exclusively in China. All of our assets are located outside the United States. Substantially all of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or China against us or such persons predicated upon the securities laws of the United States or any state. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforcement of Civil Liabilities."

        Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of

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shareholders of these companies. Our directors have discretion under our amended and restated articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

        As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Your ability to protect your rights as shareholders through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law.

        Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

We have not determined a specific use for the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

        We have not determined a specific use for the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our ADS price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value.

The voting rights of holders of ADSs are limited in several significant ways by the terms of the deposit agreement.

        Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our                amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

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The depositary of our ADSs will, except in limited circumstances, grant to us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

        Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders' meetings if you do not vote, unless:

•

we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•

we have instructed the depositary that we do not wish a discretionary proxy to be given;

•

we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

•

a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

•

voting at the meeting is made on a show of hands.

        The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for holders of ADSs to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may not receive distributions on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you.

        The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration is required for such distribution. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

You may be subject to limitations on the transfer of your ADSs.

        Your ADSs, represented by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we think or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit

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agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Compliance with rules and requirements applicable to public companies may cause us to incur increased costs, which may negatively affect our results of operations.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq Global Market, have required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. Complying with these rules and requirements may be especially difficult and costly for us because we may have difficulty locating sufficient personnel in China with experience and expertise relating to U.S. GAAP and U.S. public company reporting requirements, and such personnel may command higher salaries relative to what similarly experienced personnel would command in the United States. If we cannot employ sufficient personnel to ensure compliance with these rules and regulations, we may need to rely more on outside legal, accounting and financial experts, which may be very costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Our corporate actions are substantially influenced by Maodong Xu, our founder, chairman and chief executive officer, whose interests may differ from yours and our company as a whole.

        Immediately following this offering, Maodong Xu will beneficially own approximately            % of our outstanding shares or             % if the underwriters exercise their option to purchase additional ADSs in full.

        Accordingly, Mr. Xu will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may also discourage, delay or prevent a change of control transactions involving our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering.

As a foreign private issuer, we are permitted to, and we plan to, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer's directors consist of independent directors. This may afford less protection to holders of our ordinary shares and ADSs.

        Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive compensation and nomination of directors. As a foreign private issuer, however, we are permitted to, and we plan to follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of directors will not consist of independent directors as long as we rely on the foreign private issuer exemption, fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, we currently intend to follow Cayman Islands law instead of the Nasdaq requirements that mandate that

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we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see "Description of Share Capital—Differences in Corporate Law."

The Deposit Agreement may be amended or terminated without your consent under certain circumstances, which limits your rights and could adversely affect your interests in our ADSs.

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We also have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected. After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

        In the event the Deposit Agreement is modified or terminated, you may have different rights relating to the ADSs than when you first invested in our ADSs. These modifications may differ from your expectations upon your initial investment. Moreover, in the event the Deposit Agreement is terminated, whether by us or the depositary, we may not be able to enter into a replacement Deposit Agreement on commercially reasonable terms, in a timely manner or at all, in which case your rights and interests in our ADSs would be materially and adversely affected.

45

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business." In some cases, these forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

•

our goals and strategies;

•

our prospects, business development, growth of our operations, financial condition and results of operations;

•

the expected growth of the Internet and mobile user populations in China;

•

our plans to enhance subscriber experience, upgrade our infrastructure and increase our service offerings;

•

our expectations regarding demand for and market acceptance of our services;

•

competition in our industry in China;

•

our planned use of proceeds; and

•

fluctuations in general economic and business conditions in China.

        These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Prospectus Summary—Our Challenges," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Our Business," "Regulations" and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The online service industry may not grow at the rate projected by market data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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USE OF PROCEEDS

        We estimate that we will receive net proceeds from this offering of approximately US$            after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed initial offering price of US$            per ADS (the mid-point of the estimated public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) the net proceeds to us from this offering by US$            , after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus.

        We anticipate to use approximately US$10 million of the net proceeds of this offering for the deployment of approximately 50,000 GEM units. We anticipate to use the remaining net proceeds of this offering for general corporate purposes, including working capital needs.

        In addition, the purposes of this offering also include the retention of employees by providing them with equity incentives and the creation of a public market for our ordinary shares represented by the ADSs for the benefit of our shareholders. We did not have any agreements or understandings to make any material acquisitions of, or investments in, other businesses as of the date of this prospectus.

        The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

        To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits. These investments may have a material adverse effect on the United States federal income tax consequences of your investment in our ADSs. See "Risk Factors—Risk Factors Relating to Our ADSs and This Offering—We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors" and "Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company."

        In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to other entities only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risk Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations."

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DIVIDEND POLICY

        Since our inception, we have not declared or paid any dividends on our ordinary shares. We have no present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

        Any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

        We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS holders, we will rely on dividends distributed by our PRC subsidiary. Certain payments from our PRC subsidiary to us are subject to PRC taxes, such as withholding income tax. In addition, regulations in China currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Our PRC subsidiary is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. Our PRC subsidiary may set aside a certain amount of its after-tax profits to other funds at its discretion. These reserve funds can only be used for specific purposes and are not transferable to the company's parent in the form of loans, advances or dividends. See "Risk Factors—Risks Relating to Our Corporate Structure—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

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CAPITALIZATION

        The following table sets forth our capitalization as of June 30, 2011 presented on:

•

an actual basis;

•

a pro forma basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares into ordinary shares immediately upon the completion of the offering at a conversion ratio of one convertible participating preferred shares to one ordinary shares as if the conversion had occurred as of June 30, 2011; and

•

a pro forma as adjusted basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares, the issuance and sale of the ordinary shares in the form of ADSs offered hereby at an assumed initial public offering price of US$          per ADS, the mid-point of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no other change to the number of ADS sold by us as set forth on the cover page of this prospectus.

        The as adjusted information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 30, 2011
	Actual			Pro forma			Pro forma as adjusted US$
	US$			US$
	(in thousands)
Series A-1 convertible redeemable preferred shares, US$0.00001 par value per share, 20,000,000 preferred shares authorized, 5,489,604 shares issued and outstanding		5,159,717			—
Series A-2 convertible redeemable preferred shares, US$0.00001 par value per share, 51,339,646 preferred shares authorized, 32,857,287 shares issued and outstanding		32,312,022			—
Shareholders' equity (deficit):
Ordinary shares, US$0.00001 par value per share, 1,928,600,536 shares authorized; 323,886,640 shares issued and outstanding		3,239			3,622
Additional paid-in capital(1)		18,499,309			55,970,665
Accumulated deficit		(30,653,385	)		(30,653,385	)
Accumulated other comprehensive income/(loss)		(191,671	)		(191,671	)
Total shareholders' equity (deficit)		(12,342,508	)		25,129,231
Noncontrolling interests		1,540,972			1,540,972
Total capitalization(1)		26,670,203			26,670,203

(1)

A US$1.00 increase (decrease) in the assumed initial public offering price of US$          would increase (decrease) each of additional paid-in capital, total equity and total capitalization by US$           million.

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our net tangible book value as of June 30, 2011 was approximately US$10.8 million, or US$0.03 per ordinary share, and US$            per ADS. Net tangible book value per ordinary share is determined by dividing our net tangible book value by the number of outstanding ordinary shares. Our net tangible book value is determined by subtracting the value of our acquired net intangible assets, goodwill, total liabilities and noncontrolling interests from our total assets. Dilution is determined by subtracting net tangible book value per ordinary share after giving effect to the automatic conversion of all our issued and outstanding preferred shares into ordinary shares immediately upon the completion of this offering, and the issuance and sales by us of                   ADS offered in this offering at the initial public offering price of US$            per ADS after deduction of the underwriting discounts and commissions and estimated net offering expenses.

        Without taking into account any other changes in such net tangible book value after June 30, 2011, other than to give effect to (i) the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares immediately prior to the completion of this offering and (ii) our sale of                          ADSs offered in this offering at the assumed initial public offering price of US$            per ADS, which is the mid-point of our estimated initial public offering price range as set forth on the cover of this prospectus, with estimated net proceeds of US$         million after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of June 30, 2011 would have been US$         million, US$        per outstanding ordinary share, including ordinary shares represented by our outstanding ADSs, and US$        per ADS. This represents an immediate increase in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to existing shareholders and an immediate dilution in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to new investors in this offering. The following table illustrates such per ordinary share dilution:

Assumed initial public offering price per ADS	US$
Pro forma net tangible book value per share after giving effect to the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares	US$
Increase in net tangible book value per ordinary share attributable to price paid by new investors	US$
Pro forma net tangible book value per ordinary share after the offering	US$
Dilution in net tangible book value per ordinary share to new investors in the offering	US$
Dilution in net tangible book value per ADS to new investors in the offering	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$        per ADS would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$         million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$        per ordinary share and US$        per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$        per ordinary share and US$        per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other expenses of the offering. The pro forma information discussed above is illustrative only. Our net tangible book value following the closing of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

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        The following table summarizes on a pro forma basis the differences as of December 31, 2010 between the existing shareholders including holders of our preferred shares, and the new investors with respect to the number of ordinary shares (in the form of ADSs) purchased from us, the total consideration paid and the average price per ordinary share paid [before deducting underwriting discounts and commissions and other expenses of this offering]. The total number of ordinary shares does not include ordinary shares represented by ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

										Average Price per Ordinary share Equivalent
	Ordinary shares Purchased				Total Consideration						Average Price per ADS Equivalent
	Number	Percent			Amount		Percent
Existing shareholders	362,233,501		100	%	US$	50,513,255		100	%	US$	US$
New investors				%					%
Total			100.0	%	US$			100.0	%	US$	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$             million, US$             million and US$            , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discounts and commissions and other expenses of this offering.

        The discussion and table above also do not take into consideration any outstanding share options as of the date of this prospectus. There were            ordinary share issuable upon exercise of outstanding share options at a weighted average exercise price of US$            per share, and there were                  ordinary shares available for future issuance upon the exercise of future grants under our 2011 Share Incentive Plan. To extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEMENT OF CIVIL LIABILITIES

        We are registered under the laws of the Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, under which the legal judgments may be reached and enforced in a relatively reliable fashion, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

        A substantial portion of our assets are located in China. In addition, most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us, our officers and directors.

        We have appointed [Law Debenture Corporate Services Inc.] as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

        Conyers Dill & Pearman, our counsel as to Cayman Islands law, and, Commerce & Finance Law Offices, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        Conyers Dill & Pearman has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation. There are currently no treaties or reciprocal agreements between the Cayman Islands and China or the United States that allow enforcement of foreign judgments without having to commence proceedings in the Cayman Islands. The Cayman Islands courts can be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against, or derivative actions in our name in the Cayman Islands courts to challenge (i) an act which is beyond the powers of the Company or illegal, (ii) an act which constitutes a fraud of our controlling shareholders against the minority, and (iii) an irregularity in the passing of a resolution which requires a qualified (or special) majority under Cayman Islands law.

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        Commerce & Finance Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. In addition, it will be difficult for shareholders to originate actions against us in China under PRC law, because we are incorporated under the laws of the Cayman Islands and it is difficult for shareholders, by virtue of only holding our ADSs or ordinary shares, to establish a connection to China for a PRC court to have subject matter jurisdiction as required by the PRC Civil Procedures Law.

53

OUR HISTORY AND CORPORATE STRUCTURE

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo Group Limited, our previous holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of the date of the prospectus. See "—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Relating to Our Business and Industry".

(1)

Mr. Xu Maodong and Mr. Xu Tianqing respectively own 60% and 40% respectively of the equity interests in each of Kai Yi Shi Dai and Yi You Bao. Beijing Wowo Tuan has 14 PRC subsidiaries, as well as 123 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Maodong Xu as to 76%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Yonghong Lv, Mr. Xiaoyong Hu, Mr. Guang Yang, Mr. Yuedong Jiang, Mr. Jianguang Wu , Ms. Yan Chen, Ms. Jinghan Wei, Mr. Hanyu Liu, Mr. Xiangqing Lin, Mr. Dong Zhang, Mr. Weihong Xiao, Mr. Michael Guangyu Lv, Mr. Yunming Wang, Mr. Chuanjun Liu, Ms. Pingping Lin, Mr. Guozhang Pan and Mr. Yongming Zhang.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

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Our History

        We commenced operations of our business of group buying services in March 2010 through Beijing Wowo Tuan, a limited liability company established in China, which was formerly known as Beijing Jihe Weilai Technology Co., Ltd., or Jihe Weilai, and incorporated in May 2008. In December 2010, Mr. Xu Maodong and his wife, Ms. Zhou Fang, acquired 100% equity of Jihe Weilai from its previous shareholders. To enable us to raise capital from international investors, our current holding company, Wowo Group Limited, was incorporated under the laws of the British Virgin Islands in January 2011. In January 2011, we incorporated Wowo Holding Limited, our wholly owned subsidiary in Hong Kong, which subsequently established its wholly owned subsidiary, Wowo Shi Jie, in China in May 2011. In April 2011, Mr. Xu Maodong acquired 100% equity of Kai Yi Shi Dai, a limited liability company incorporated in China in September 2010. Beijing Wowo Tuan and Kai Yi Shi Dai holds the licenses required for our operations of www.55tuan.com and www.jieshi.com respectively. In May 2011, Mr. Xu Maodong and Mr. Xu Tianqing established Yi You Bao in China. As of the date of this prospectus, Beijing Wowo Tuan has established or acquired 14 subsidiaries, as well as 123 branches in China.

        Foreign investment in Internet companies is currently subject to significant restrictions under current PRC laws and regulations. As a result, Wowo Shi Jie entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders in May and June 2011, to gain effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries.

        In April 2011, Wowo Group Limited issued in private placement 5,489,604 Series A-1 preferred shares to Zero2IPO China Fund II L.P. for a purchase price of US$5.0 million. During the period from May 2011 to July 2011, Wowo Group Limited issued in private placements an aggregate of 51,339,464 Series A-2 preferred shares to several investors, including without limitation Zero2IPO China Fund II L.P., CDH Barley Limited, and Besto Holdings Limited, for an aggregate purchase price of US$50 million.

Our Subsidiaries and Consolidated Affiliated Entities

        As of the date of this prospectus, we had the following significant subsidiaries and consolidated affiliated entities:

Non-PRC Subsidiary

        On January 24, 2011, we established our wholly owned subsidiary in Hong Kong, Wowo Holding Limited, which subsequently established our PRC wholly owned subsidiary in May 2011.

PRC Subsidiary

        We have one PRC wholly owned subsidiary as of the date hereof, namely Wowo Shi Jie. Wowo Shi Jie was incorporated on May 19, 2011, and is 100% owned by Wowo Holding Limited, our wholly owned subsidiary in Hong Kong.

Agreements that Provide Us with Effective Control over Our Affiliated Consolidated Entities

        Foreign investment in Internet companies is currently subject to significant restrictions under PRC laws and regulations. As a Cayman corporation, we do not qualify to conduct these businesses under PRC regulations. In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications, which we do not have, and our PRC subsidiary, Wowo Shi Jie, is considered a foreign invested enterprise which is restricted from holding the licenses that are essential to the operation of our business, such as licenses for operating our website. See

55

"Regulations." As a result, Wowo Shi Jie has entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders described below, through which we exercise effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries. We conduct our operations in China principally through Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries, which we treated as our consolidated affiliated entities in China. Each of the contractual arrangements between Wowo Shi Jie, Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders was executed in May 2011 and amended subsequent to the changes in shareholding of Beijing Wowo Tuan in June 2011. These contractual arrangements enable us to exercise effective control over these entities and receive substantially all of the economic benefits from them.

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed irrevocable power of attorney appointing Wowo Shi Jie as the attorney-in-fact to act on their behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of their rights as shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of their equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed exclusive call option agreements with Wowo Shi Jie, pursuant to which Wowo Shi Jie has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by Wowo Shi Jie and the shareholders of the consolidated affiliated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of Wowo Shi Jie.

        Exclusive Technical Support Service Agreements.    Wowo Shi Jie and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including their subsidiaries and any companies or entities under their control, agrees to engage Wowo Shi Jie as its exclusive provider of technical platforms, technical support, maintenance and other services. The consolidated affiliated entities shall pay to Wowo Shi Jie service fees determined based on the revenues of the consolidated affiliated entities. Wowo Shi Jie shall have the right to adjust at any time the fee based on the operation performance. Wowo Shi Jie exclusively owns any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements are effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements are extended automatically by another ten years upon the written confirmation by Wowo Shi Jie before the expiry thereof. During the term of the exclusive technical support service agreements, any of the consolidated affiliated entities may not terminate the agreements except in the case of Wowo Shi Jie's gross negligence, fraud, or other illegal action or bankruptcy or termination of Wowo Shi Jie, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with Wowo Shi Jie, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to

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Wowo Shi Jie as collateral to secure performance of all obligations of the consolidated affiliated entities and their shareholders under the applicable exclusive technical support service agreements and the exclusive call option agreements. Wowo Shi Jie is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, Wowo Shi Jie, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment

        We have been advised by our PRC legal counsel, Commerce & Finance Law Offices, that the structure for operating our business in China (including our corporate structure and our contractual arrangements with our consolidated affiliated entities) complies, and after the completion of this offering will continue to comply, with all applicable PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, there are uncertainties regarding the interpretation and application of the relevant PRC laws, rules and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to the opinion of our PRC legal counsel. Our PRC legal counsel has further advised that if a PRC government authority determines that our corporate structure, the contractual arrangements or the reorganization to establish our current corporate structure violates any applicable PRC laws, rules or regulations, the contractual arrangements will become invalid or unenforceable, and we could be subject to severe penalties and required to obtain additional governmental approvals from the PRC regulatory authorities. See "Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations." and "Risk Factors—Risk Factors Relating to Doing Business in China—The PRC legal system embodies uncertainties which could limit the legal protections available to you and us."

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the selected financial and operating data of Wowo Group Limited, for the periods indicated. Beijing Wowo Tuan, the predecessor to Wowo Group Limited, was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess therefore has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through a series of contractual agreements in May 2011 that were entered into between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Group Limited have therefore been prepared using Mr. Maodong Xu's and Mr. Tianqing Xu's basis and as if the current corporate structure has been in existence since the day Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

        The selected consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010, are derived from our audited consolidated financial statements of Wowo Group Limited, which are included elsewhere in this prospectus. Beijing Wowo Tuan, predecessor to Wowo Group Limited, had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period.

        The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, the consolidated financial statements and related notes of Wowo Group Limited and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. The consolidated financial statements of Wowo Group Limited are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

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		For the year ended December 31,						For the six months ended June 30,
		2009 (predecessor)			2010 (predecessor)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statement of operation data
Net revenues			—			2,633			119		15,464
Cost of revenues			—			2,179			78		14,265
Gross profit			—			454			41		1,199
Other operating income			0.7			—			—		—
Operating expenses:
	Selling and marketing		—			261			5		25,855
	General and administrative		0.8			210			9		5,770
Total operating expenses			0.8			471			14		31,625
Income/(loss) from operations			—			(17	)		27		(30,426	)
Other expenses			—			0.3			—		—
Income/(loss) before provision for income tax			(0.1	)		(17	)		—		—
Provision/(benefit) for income tax			—			40			8		(12	)
Net income/(loss)			(0.1	)		(57	)		19		(30,414	)
Net loss attributable to noncontrolling interests			—			—			—		422
Net income/(loss) attributable to Wowo Group Limited			(0.1	)		(57	)		19		(29,992	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—			—			—		178
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—			—			—		428
Net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited			(0.1	)		(57	)		19		(30,598	)
Net loss per ordinary share:
	Basic		—			—			—		(0.10	)
	Diluted		—			—			—		(0.10	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.07
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.06
Shares used in computation of net loss per ordinary share
	Basic		300,000,000			300,000,000			300,000,000		317,269,456
	Diluted		300,000,000			300,000,000			300,000,000		317,269,456
Shares used in computation of net income per Series A-1 convertible redeemable preferred share			N/A			N/A			N/A		2,714,304
Shares used in computation of net income per Series A-2 convertible redeemable preferred share			N/A			N/A			N/A		6,594,269

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	As of December 31,				As of June 30,
	2009 (predecessor)		2010 (successor)		2011 (successor)
	(US$ in thousands)
Consolidated balance sheet data:
Total current assets		5.1		790		51,022
Total assets		5.1		3,394		63,338
Total current liabilities		1.7		1,245		36,440
Total liabilities		1.7		1,381		36,668
Total equity/(deficit)		3.3		2,013		(10,801	)
Total liabilities, preferred shares and equity/(deficit)		5.1		3,394		63,338

Operating data of 55tuan.com

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)		June 30, 2011 (successor)
Total subscribers (in millions)(1)		0.4		0.9		2.8
Active subscribers (in millions)(2)		0.2		0.4		1.4
Featured group buying deals(3)		721		1,046		11,659
Wowo Coupons sold (in millions)(4)		0.28		0.32		1.68

(1)

Reflects the total number of subscribers of 55tuan.com on the last day of the applicable period.

(2)

Reflects the total number of active subscribers of 55tuan.com for the applicable period.

(3)

Reflects the total number of featured deals on 55tuan.com for the applicable period.

(4)

Reflects the total number of Wowo Coupons sold on 55tuan.com, excluding Wowo Coupons claimed for refund, for the applicable period.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

        This section includes selected consolidated financial and operating data of us and Wowo Group Limited, for the periods indicated. Beijing Wowo Tuan, the predecessor to Wowo Group Limited, was incorporated in May 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through entering into a series of contractual agreements in May 2011 between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu and Mr. Tianqing Xu collectively controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Group Limited have therefore been prepared using Mr. Maodong Xu's and Mr. Tianqing Xu's basis and as if the current corporate structure has been in existence since the date Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the latest issue of the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011.

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        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on our websites. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers, and costs associated with the development and expansion in the early stage of our business. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor) and US$15.5 million for the six months ended June 30, 2011 (successor), respectively. Our gross profit is the portion of the revenues we retained after paying agreed upon fees to the featured merchant clients. Our gross profit was US$454,402 and US$1.2 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively.

Operating Metrics

        We measure our business using several operating metrics which directly affect our revenues. The key metrics are as follows:

Total subscribers.    We define subscribers as the total number of individuals who have completed registration by a specific date, less individuals who have deregistered. We can measure our overall growth in the market as well as our potential revenue opportunity using our total subscriber base. We believe this metric provides valuable insight into the trajectory and scale of our business. Our group buying business depends on our ability to maintain and expand our user base. The growth in the number of subscribers is driven by our ability to continue to, among other things, enhance our brand recognition and solidify and improve our leading position in the market.

Active subscribers.    We define an active subscriber as a subscriber who has purchased at least one Wowo Coupon during a referenced period. A subscriber who has purchased multiple Wowo Coupons during a referenced period is counted as one active subscriber. We believe this metric provides a direct indication of the participation level of our subscribers in the group buying deals we offer, and provides guidance for deal selection and promotion to better cater to our subscribers' deal preference. The growth in the number of active subscribers depends on our ability to continue to increase the variety and quality of group buying deals offered on our websites and to provide satisfactory services and information before, during and after sales to our subscribers.

Featured deals.    This metric represents the total number of deals featured in a given time period. For a deal offered on a nationwide basis, we count the deal as one. For deals offered by branches or franchise stores of a national merchant on a local or regional basis, we count each deal offered by a branch or franchise store of the national merchant as a separate deal. We consider this metric to be a

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good indicator of growth as well as an important measure of the effectiveness of our sales and marketing infrastructure. Our revenue growth depends on our ability to continue to attract merchant clients to offer high quality and a wide variety of group buying deals on our websites. We need to retain existing merchant clients and attract potential new merchant clients by providing them access to a broad customer base and helping them attract and retain targeted customers through well-designed group buying deals. As of June 30, 2011, we had over 3,000 merchant consultants and merchant service representatives in 146 cities to source group buying deals. Each consultant focuses on certain areas of specialty, such as Chinese food, Western food, cafes, travel, health and beauty products and services.

Wowo Coupons sold.    This metric represents the total number of Wowo Coupons sold in a given time period excluding the number of Wowo Coupon that were claimed for refund. This metric is presented net of coupons that are claimed for refund during the same time period. We use this metric to measure our growth and activity level in the aggregate as well as in the individual markets where we operate. Currently we generate all our revenues from the purchase prices of Wowo Coupons sold to our subscribers.

        The following table is a summary of our key operating metrics of 55tuan.com for the periods indicated.

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)		June 30, 2011 (successor)
Total subscribers (in millions)(1)		0.4		0.9		2.8
Active subscribers (in millions)(2)		0.2		0.4		1.4
Featured group buying deals(3)		721		1,046		11,659
Wowo Coupons sold (in millions)(4)		0.28		0.32		1.68

(1)

Reflects the total number of subscribers of 55tuan.com on the last day for the applicable period.

(2)

Reflects the total number of active subscribers of 55tuan.com for the applicable period.

(3)

Reflects the total number of featured deals on 55tuan.com for the applicable period.

(4)

Reflects the total number of Wowo Coupons sold on 55tuan.com, excluding Wowo Coupons claimed for refund, for the applicable period.

Other Factors Affecting Our Results of Operations

        Besides our operating metrics that directly affect our revenues, there are a number of factors that affect our results of operations, including:

        Competitive pressure.    We operate in a highly competitive market. We compete with a number of other group buying service providers that have significant capital and human resources, as well as with major Chinese portal websites and social networking service operators which have also launched initiatives in direct competition with our business. The terms and conditions we offer our merchant clients are affected by our competitors' strategies, which as a result affects our cost of operation. Competition also has a direct effect on our ability to retain existing subscribers and attract new subscribers.

        Cost of revenues.    Our profit margin depends directly on the cost of revenues, which consists of the payments we make to our merchant clients for the Wowo Coupons that are redeemed with them. To maintain our profit margin, we must strike a balance between offering attractive coupon prices to our subscribers to attract a critical mass of coupon purchase, and keeping payments to merchant clients at a level that makes offering group buying deals with us a viable business choice for them.

        Marketing expense.    We plan to engage in a variety of different marketing efforts tailored to our targeted subscribers to expand our subscriber base. Expenses incurred for marketing and other promotional efforts may have a negative impact on our revenues, if they prove to be inefficient and do not expand our subscriber base as intended.

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        Continued growth of China's economy and the group buying industry in general.    We conduct all of our business and operations in China. Accordingly, our results of operations have been, and are expected to continue to be, affected by the general performance of China's economy. Since the inception of our business, we have benefited from overall economic growth in China. In addition, as a leading group buying service provider, our financial results have been, and are expected to continue to be, affected by the performance of the group buying industry in China.

Net Revenues

        We currently derive all of our net revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make payments to the merchant client who provides the goods or services for which the coupons are redeemed on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. For the period prior to January 2011, we generally did not allow a subscriber to claim refund for Wowo Coupons sold unless the subscriber found any defects or damages on goods or mistakes in services after redemption of Wowo Coupons. The management of the Group believes such refund were minimal. Claims for refunds and returns during the periods prior to January 2011 were estimated to be minimal. The amount of refund for the years ended December 31, 2009 (predecessor) and 2010 (predecessor) were nil and US$58,803, respectively. The criteria for revenue recognition generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to us; and (iii) we have released the electronic coupons for the agreed discounted prices to the participating users.

        To enhance the subscriber experience and service quality, starting from January 2011, we offer our subscribers refunds on the coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon upon its expiration. Due to the short operating history of us, we are not able to reasonably estimate the amount of refunds in relation to those unredeemed coupons. Hence, the payment received for unredeemed coupons are initially recognized as deferred revenues and are recognized as revenues when the coupon are redeemed. Deferred revenue recognized in relation to unused coupons as of June 30, 2011 (successor) was US$7,608,386.

        We record the gross amount we receive, excluding taxes where applicable, when (i) we are the primary obligor in the transaction; (ii) we have latitude in establishing price; (iii) we have discretion in supplier selection. In addition, we record revenue on a net basis when (i) we are not the primary obligor in the transaction; (ii) we collect pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor). Our net revenues were US$0.1 million and US$15.5 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively.

Cost of Revenues

        Our cost of revenues consists of direct costs incurred to generate our revenues, primarily the agreed-upon payments to merchant clients. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of Wowo Coupons by subscribers. Our cost of revenues was US$2.2 million for the year ended December 31, 2010 (predecessor). Our cost of revenues was US$78,194 and US$14.3 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively.

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Gross Profit

        Our gross profit was the portion of the revenues we retained after paying agreed upon fees to the featured merchant clients. Our gross profit was US$454,402 for the year ended December 31, 2010 (predecessor), representing a gross margin of 17.3%. Our gross profit was US$41,460 and US$1.2 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing a gross margin of 34.6% and 7.8%, respectively. The decrease of gross margin was primarily attributable to the intense competition in the industry in China as many new group buying businesses entered the market in the expansion stage of the industry. As the group buying industry starts to consolidate, we believe our gross margin will increase in the future.

Operating Expense

        The following table sets forth our operating expenses by amount and as a percentage of our net revenues for the periods indicated:

		For the years ended December 31,								For the six months ended June 30,
		2009 (predecessor)				2010 (predecessor)				2010 (predecessor)				2011 (successor)
		US$		%		US$		%		US$		%		US$		%
		(in thousands, except for percentages)
Operating Expenses
	Selling and marketing		—		—		261		9.9		5		4.1		25,855		167.2
	General and administrative		0.8		N/A		210		8.0		9		7.9		5,770		37.3
Total operating expenses			0.8		N/A		471		17.9		14		12.0		31,625		204.5

        Our operating expenses consist of selling and marketing expenses, general and administrative expenses and research and development expenses. Our total operating expenses were US$470,813 for the year ended December 31, 2010 (predecessor), representing 17.9% of the net revenues of the same period. Our total operating expenses were US$14,344 and US$31.6 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing 12.0% and 204.5% of the net revenues of the respective periods.

Selling and marketing expenses

        Our selling and marketing expenses primarily consist of salaries and benefits for our merchant consultants, quality control and merchant service representatives, and editorial staff.

        Our selling and marketing expenses were US$260,823 for the years ended December 31, 2010 (predecessor), representing 9.9% of the net revenues of the same period. Our selling and marketing expenses were US$4,903 and US$25.8 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing 4.1% and 167.2% of the net revenues of the respective periods. Our selling and marketing expenses for the six months ended June 30, 2011 (successor) include a share-based compensation of US$0.2 million.

General and administrative expenses

        Our general and administrative expenses primarily consist of:

•

salaries and benefits for employees, which is the salary and benefit for our management and general administrative staff; and

•

office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses.

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        Our general and administrative expenses were US$209,990 in 2010 (predecessor), representing 8.0% of the net revenues of the same period. Our general and administrative expenses were US$9,441 and US$5.8 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing 7.9% and 37.3% of the net revenues of the respective periods. Our general and administrative expenses for the six months ended June 30, 2011 (successor) include a share-based compensation of US$2.7 million.

Income Tax

        We are subject to PRC EIT on taxable income in accordance with the relevant PRC income tax laws. Our income tax expense was US$40,471 in the year ended December 31, 2010 (predecessor). Our provision/(benefit) for income tax was US$7,873 and US$(11,785) for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively. We incurred benefit for income tax for the six months ended June 30, 2011 (successor) generated from the changes of deferred tax liabilities recognized.

Loss from Operations

        We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and for the six months ended June 30, 2011 (successor), respectively. The losses were primarily due to the higher growth rate of our operating expenses compared with the growth rate of our net revenues in the early stage of our business. We made significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers in the six months ended June 30, 2011. In addition, as we expanded our operation coverage from several major cities in 2010 to 146 cities in China as of June 30, 2011, we incurred significant incremental costs in salaries, rental and other related expenses. We believe going forward the growth rate of our net revenues will exceed the growth rate of our operating expenses as we expect to benefit from such initial investments which provided us with established brand recognition and operational synergy in our nation-wide network.

Critical Accounting Policies

        The preparation of financial statements of Wowo Group Limited and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our management has discussed the development, selection and disclosure of these estimates with our board of directors. Actual results may differ from these estimates under different assumptions or conditions. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

        We believe that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used in the preparation of our consolidated financial statements.

        You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

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Revenue Recognition

        We currently derive all of our revenues from the sales of the Wowo Coupons. We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured.

        For the period prior to January 2011, we generally did not allow a subscriber to claim refund for Wowo Coupons sold unless the subscriber found any defects or damages on goods or mistakes in services after redemption of Wowo Coupons. Claims for refunds and returns during the periods prior to January 2011 were estimated to be minimal. The amount of sales return and refund for the years ended December 31, 2009 (predecessor) and 2010 (predecessor) were nil and US$58,803 (respectively), and for the six-month period ended June 30, 2010 (predecessor) was nil. Hence, the criteria for revenue recognition generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to us; and (iii) we have released the electronic coupons for the agreed discounted prices to the participating users.

        For the period subsequent to January 2011, we have adopted new return and refund policy which offers the subscribers refunds on Wowo Coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon at the end of the redemption period. Due to the short operating history of us, we are not able to reasonably estimate the amount of refunds in relation to those unredeemed Wowo Coupons. Hence, the payment received for unredeemed Wowo Coupons are initially recognized as deferred revenues and are recognized as revenues when the Wowo Coupons are redeemed. Deferred revenue recognized in relation to unused coupons as of June 30, 2011 (successor) was US$7,608,386.

        We, from time to time, voluntarily distribute discount coupons as sales incentives. These coupons can only be utilized in conjunction with subsequent purchases and are recorded as reduction of revenues at the time of use.

        We record the gross amount it receives, excluding taxes where applicable, when (i) we are the primary obligor in the transaction; (ii) we have latitude in establishing price; (iii) we have discretion in supplier selection. In addition, we recognize revenue on a net basis when (i) we are not the primary obligor in the transaction; (ii) we collect pre-agreed fixed from the merchant clients and (iii) the merchant clients have the credit risk. We recognized revenue of US$2,627,876 on a gross basis and US$36,438 on a net basis for the year ended December 31, 2010 (predecessor). We recognized revenue of US$14,890,301 on a gross basis and US$649,682 on a net basis for the six-month period ended June 30, 2011 (successor).

        Some revenue is derived from selling online advertisements and providing online platform services for group buying companies. We typically sign standard contracts with advertising customers on our website for a period of time. We recognize revenues ratably over the period for which the advertisements are displayed and the website links are published. We recognized revenue of US$28,221 from such services for the six-month period ended June 30, 2011 (successor).

        We use various customer reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as referring a new subscriber or participating in promotional offers, we grant the customer credits that can be redeemed in the future. We accrue the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the consolidated balance sheets and record the corresponding offset to revenue on the consolidated statements of operations. If our judgments regarding accrued costs associated with customer loyalty and reward programs are inaccurate, actual net revenue could differ from the amount we recognize, directly impacting our result of operations.

Goodwill and Long-Lived Intangible Assets with definite life

        Goodwill represents the cost of an acquired business in excess of the fair value of identifiable tangible and intangible net assets purchased. We generally seek the assistance of independent valuation

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firm in determining the fair value of the identifiable tangible and intangible net assets of the acquired business.

        There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income approach, cost approach and market approach. Income approach starts with a forecast of all of the expected future net cash flows associated with a particular intangible asset. These cash flows are then discounted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Cost approach is based upon the concept of replacement as an indicator of value. In the valuation of specific assets under the cost approach, value is being estimated based on the cost of reproducing or replacing the asset, less depreciation from functional obsolescence, and economic obsolescence, if present and measurable. In the market approach, information on recent sales of comparable assets are gathered and analyzed. If necessary, adjustments are then applied to these observations to recognize differences in characteristics between the subject assets and the comparable assets, so as to indicate a fair value for the subject asset.

        Some of the significant estimates and assumptions inherent in the income approach or other approaches include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's economic life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

        Specifically, the income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The financial projections used in deriving the fair values of intangible assets were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts.

        Goodwill is tested for impairment at the latest once annually or more frequently if we believe indications of impairment exist. Impairment is tested using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. We currently have one reporting unit.

        If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being the discounted cash flow method. During the date of December 31, 2010, we did not realize any impairment loss on goodwill.

        The fair values of the intangible assets were estimated by us, with the assistance from an independent third-party appraiser. We are ultimately responsible for the determination of all amounts related to the intangible assets recorded in the financial statements.

        We can use several methods to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of the

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expected future net cash flows. We then discount these cash flows to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.

        Estimates and assumptions used in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks of future cash flows, the asset's life cycle and the competitive trends impacting the asset, including any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets have different useful lives.

        Acquired intangible assets are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. In particular, Trade name/ Domain name acquired is amortized using the straight-line method over ten years. Theoretically, the acquired domain name can be used indefinitely by renewing the registration with relevant authority upon expiry at immaterial costs. Therefore, its legal life would be indefinite. However, with a consideration of the fact that the group buying industry in China is relatively new with intense competition, the management, after taking into consideration the benefits expected to be generated from the Trade name/Domain name, has estimated limited useful life of 10 years for the Trade name/ Domain name.

        We acquired user base that contains information about the users' name, contact information, order history and demographic information. As most of the users were attracted by lucky draw activities and had no stable order history, the economic life of the user base is estimated to be short, approximately 2 years. Operating system acquired is amortized using the straight-line method over three years based on the estimated technological life of the operating system.

        We amortize intangible assets with determinable useful lives on a straight-line basis. We evaluate intangible assets with determinable useful lives for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We measure recoverability of long-lived assets to be held and used as part of a cash generating unit by comparing the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If we believe the assets are impaired, the impairment will equal the amount by which the carrying value of the assets exceeds the fair value of the assets.

        Estimates of fair value involve a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Our judgments in determining an estimate of fair value can materially impact our results of operations. We base these valuations on information available as of the impairment review date and on expectations and assumptions that management deems reasonable. Any changes in key assumptions, including unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in impairment charges.

Income Taxes

        In preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. We estimate our actual tax exposure and assess temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include in our consolidated balance sheet. We must then assess the likelihood that we will recover our deferred tax assets from future taxable income. If we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance, we must include an expense within the tax provision in our statement of operations.

        Management must exercise significant judgment to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We base the valuation allowance on our estimates of taxable income in each jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or we adjust these estimates in future periods, we may need to

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establish an additional valuation allowance, which could materially impact our financial position and results of operations.

        U.S. GAAP requires that the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during that period. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. We did not recognize any significant unrecognized tax benefits during the periods presented in this prospectus.

Fair Value of Our Ordinary Shares and Share-Based Compensation

        We are a private company with no quoted market prices for our ordinary shares. We therefore needed to make estimates of the fair value of our ordinary shares at various dates for the purposes of determining the fair value of our ordinary shares at the date of the grant / re-measurement of share-based compensation award to our employees and non-employees as one of the inputs in determining the fair value of the award.

        The fair value of the ordinary shares and share-based compensation award granted to our employees and non-employees were estimated by us, with assistance from an independent third-party appraiser (the "Appraiser"). We are ultimately responsible for the determination of all amounts related to share-based compensation and the convertible instruments recorded in the financial statements.

        The following table sets forth the fair value of our ordinary shares estimated at different dates in 2011:

Date	Class of shares	Fair value		Purpose of valuation	Type of valuation
February 1, 2011	Ordinary shares	US$	0.40	Share option grant	Retrospective
April 30, 2011	Ordinary shares	US$	0.55	Ordinary shares granted on April 30, 2011.	Retrospective
July 1, 2011	Ordinary shares	US$	0.75	Share options granted as of July 1, 2011; Re-measurement of non employee share options as of June 30, 2011.	Contemporaneous

        In determining the fair value of our ordinary shares, we have considered the guideline prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held Company Equity Securities Issued and Compensation, or the Practice Aid. Specifically, paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

        We used the Market Approach to derive the fair value of our ordinary shares as of February 1, 2011 by referring to an actual, arm's-length transaction on January 20, 2011 at which US$3 million of ordinary shares was issued to certain investors at a price of US$0.40 per share. As there was no material changes in either the operation of the Company or the external economic environment over the period between January 20, 2011 and February 1, 2011, our management believes that the value of our ordinary share as of February 1, 2011 would remain the same at US$0.40 per share.

        The Appraiser used the discounted cash flow, or DCF, method of the income approach to derive the fair value of our ordinary shares as of April 30, 2011 and July 1, 2011. We considered the market approach and searched for public companies located in China with similar business nature and in a stage of development similar to ours. However, no companies similar to us in many aspects could be

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identified, and we therefore only used the results obtained from the market approach as a sanity check on the results obtained from the income approach. The determination of the fair value of our ordinary shares required complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

        The major assumptions used in calculating the fair value of ordinary shares include:

•

Weighted average cost of capital, or WACC: The WACCs were determined based on a consideration of such factors as risk-free rate, comparative industry risk, equity risk premium, company size and company-specific factors. The changes in WACC from 28% as of April 30, 2011 to 24% as of July 1, 2011 was primarily due to our business growth and additional funding from the Series A-2 preferred shares for accelerating our development.

In deriving the WACCs, which are used as the discount rates under the income approach, certain publicly traded companies in the online commerce and travel service agency business were selected for reference as our guideline companies. To reflect the operating environment in China and the general sentiment in the U.S. capital markets towards the online commerce industries, the guideline companies were selected with consideration of the following factors: (i) the guideline companies should be online services provider; and (ii) the guideline companies should either have their principal operations in China, as we operate in China, and/or are publicly listed companies in the U.S., as we plan to become a public company in the U.S.

•

Discount for lack of marketability, or DLOM: When determining the DLOM, the option-pricing method (put option) was applied to quantify the DLOM where applicable. Although it is reasonable to expect that the completion of this offering will add value to our ordinary shares because we will have increased liquidity and marketability as a result of this offering, the amount of additional value can be measured with neither precision nor certainty. The DLOMs were estimated to be 11.5% as of April 30, 2011 and 11% as of July 1, 2011. The lower DLOM is used for the valuation, the higher is the determined fair value of the ordinary shares.

        The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The assumptions used in deriving the fair values were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts. The risk associated with achieving our forecasts were assessed in selecting the appropriate discount rates, which ranged from 28% to 24%.

        The fair value of our ordinary shares increased from US$0.40 per ordinary share as of January 20, and February 1, 2011 to US$0.55 per ordinary share as of April 30, 2011 primarily due to the following reasons:

•

on April 3, 2011, we obtained US$5 million from certain investors for business expansion;

•

during the period from January 31, 2011 to April 30, 2011, we expanded our business to other cities by acquiring 17 businesses engaging in online group buying business. The number of our subscribers of 55tuan.com increased from approximately 0.4 million as of year ended December 31, 2010 to approximately 0.9 million as of the three months ended March 31, 2011.

        The fair value of our ordinary shares increased from US$0.55 per share as of April 30, 2011 to US$0.75 per share as of July 1, 2011, primarily due to the following reasons:

•

during the period between April 30, 2011 and July 2011, we obtained US$50 million from certain investors. This provided additional funding needed for our rapid expansion;

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•

during the period from March 31, 2011 to June 30, 2011, the number of our subscribers of 55tuan.com increased from approximately 0.9 million to approximately 2.8 million. In addition, our actual performance in the first half of 2011 has proven the viability of the Company's business strategy and execution capability. The increase of user number and the actual performance in the first half of 2011 reduce the perceived risk of realizing the financial forecast going forward and thus, the discount rate used for valuation of the company's shares decreased from 28% for the valuation as of April 30, 2011 to 24% for the valuation as of July 5, 2011;

•

due to the increased marketability of our common equity as a result of this pending offering, DLOM decreased from 11.5% for the valuation as of April 30, 2011 to 11% for the valuation as of July 1, 2011.

        Our share-based compensation with employees are measured based on the grant date fair value of the equity instrument we issued and recognized as compensation expense over the requisite service period based on the straight-line method, with a corresponding impact reflected in additional paid-in capital. Share awards issued to non-employees, such as consultants, are measured at fair value at the earlier of the commitment date or the date the service is completed and recognized over the period the service is provided.

        The following table sets forth certain information regarding the share options granted to our employees and non employees at different dates in 2011:

Grant/Re-measurement date	Type of award	Number of award		Exercise price		Fair value of ordinary share		Intrinsic value		Type of valuation
February 1, 2011	Employee share option		13,634,170	US$	0.40	US$	0.40		—	Retrospective
February 1, 2011	Employee share option		1,300,000	US$	0.00	US$	0.40	US$	0.40	Retrospective
February 1, 2011	Non-employee share option		44,000	US$	0.40	US$	0.40		—	Retrospective
April 30, 2011	Ordinary shares to directors and executives		4,024,545		—	US$	0.55	US$	0.55	Retrospective
June 30, 2011 Re-measurement	Non-employee share option		44,000	US$	0.40	US$	0.75	US$	0.35	Contemporaneous
July 1, 2011	Employee share option		6,962,600	US$	1.00	US$	0.75		—	Contemporaneous
July 1, 2011	Non-employee share option		100,000	US$	1.00	US$	0.75		—	Contemporaneous

        In determining the value of share options to employees, we have used the Binomial option-pricing model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including risk-free interest rate, the contractual life of the options, the expected dividends on the underlying ordinary shares, the expected volatility of the price of the underlying shares for the contractual life of the options, the post-vesting forfeiture rate and the expected exercise multiple are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expense we recognize in our consolidated financial statements.

        In determining the value of ordinary shares to directors and executives, we have considered the fair value of the ordinary share and the expected dividend paid-out ratio. Because we have no plan to pay dividend, the fair value of the share granted to directors and executives is the fair value of the ordinary share.

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        In determining the value of share options to non-employees, we have used the Black-Scholes option model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including the risk-free interest rate, the expected term of the options, the expected dividends on the underlying ordinary shares, and the expected volatility of the price of the underlying shares over the expected term of the options are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expenses we recognize in our consolidated financial statements.

        The key assumptions used in valuation of the employee share options are summarized in the following table:

	Grants on February 1, 2011		Grants on July 1, 2011
Risk-free rate of return(1)		2.28%		2.38%
Contractual life of the options(2)		5.0 years		5.0 years
Volatility(3)		51%		52%
Expected dividend yield(4)		0%		0%
Post-vesting forfeiture rate(5)		4.5% / 0%		5.0% / 0%
Exercise multiple(6)		2x / 3x		2x / 3x

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

(2)

The contractual life of the options is based on the option grant letter.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the contractual life of the options.

(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

(5)

The post vesting forfeiture rate was based on our historical statistical data. 4.5% and 5.0% was applied to options granted to general staff as of different valuation dates. 0% was applied to options granted to executive management with expectation that the executive management will not quit from the company over the contractual life of the options.

(6)

Exercise multiple is the ratio of fair value of share over the exercise price at the time which the option will be exercised, estimated based on a consideration of research study regarding exercise pattern from historical statistical data. A multiple of three was used for the executive management and a multiple of two was used for general staff.

        The key assumptions used in valuation of the non-employee stock options are summarized in the following table:

	Grants on February 1, 2011		Re-measurement on June 30, 2011		Grants on July 1, 2011
Risk-free rate of return(1)		1.89%		1.66%		1.91%
Expected term of the options(2)		4.0 years		3.59 years		4.0 years
Volatility(3)		53%		53%		53%
Expected dividend yield(4)		0%		0%		0%

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

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(2)

The expected term of the options is based on the service life / contractual life of the options.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the service life / contractual life of the options.

(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

Limited Operating History

        We began our current business operations in March 2010 and, accordingly, we have a very limited operating history upon which you can evaluate the viability and sustainability of our business. It may also be difficult to evaluate the viability of our group buying services as a business model because we may not have sufficient experience to address the risks frequently encountered by early stage companies using new business models and entering new and rapidly evolving markets. In addition, certain of our senior management and employees have worked with us for only a relatively short period of time. Our future results and performance are likely to depend on the success of our group buying services, as well as other services we may launch and that remain untested, and on the synergies that may develop among our senior management in implementing our business model.

Internal Control over Financial Reporting

        Prior to this offering, we were a private company and had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of the consolidated financial statements of Wowo Group Limited for the fiscal years ended December 31, 2009 and 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP; (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP and (iii) lack of risk assessment documentation. The significant deficiencies identified related to (i) inadequate data management of the group buying management system, or GBM; (ii) insufficient capacity of the GBM system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. We have (i) hired a financial controller and a vice financial controller in 2011 and will continue to hire more U.S. GAAP experienced personnel and to set up the U.S. GAAP reporting team in near future to strengthen the resources in preparing the financial statements under U.S. GAAP, (ii) hired a tax director who focuses on the tax planning and compliance, (iii) improved the GBM system in early 2011, (iv) established a formal plan to adopt an Online Sales Return System by the end of July 2011 and (v) established formal policies on approval and review of account applications and account access. We are also in the process of (i) recruiting an internal control director who will work

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on the requirement of section 404 of the Sarbanes-Oxley Act of 2002 and strengthening the US GAAP reporting team by hiring more experiences personnel, (ii) preparing a comprehensive accounting manual in accordance with US GAAP and will conduct training for the relevant personnel; and (iii) preparing the risk assessment documentation, and performing the formal evaluation process for evaluating related risks based on such documentation.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. See "Risk Factors—Risks Relating to Our Business and Industry—During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective".

Results of Operations

        The following table presents selected financial data from consolidated statements of operations of Wowo Group Limited for the periods indicated. Our limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of our future performance.

		For the year ended December 31,						For the six months ended June 30,
		2009 (predecessor)			2010 (predecessor)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except EPS related)
Consolidated statement of operation data
Net revenues			—			2,633			119		15,464
Cost of revenues			—			2,179			78		14,265
Gross profit			—			454			41		1,199
Other operating income			0.7			—			—		—
Operating expenses:
	Selling and marketing		—			261			5		25,855
	General and administrative		0.8			210			9		5,770
Total operating expenses			0.8			471			14		31,625
Income/(loss) from operations			—			(17	)		27		(30,426	)
Other expenses			—			0.3			—		—
Income/(loss) before provision for income tax			(0.1	)		(17	)		—		—
Provision/(benefit) for income tax			—			40			8		(12	)
Net income/(loss)			(0.1	)		(57	)		19		(30,414	)

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Six months ended June 30, 2011 compared to six months ended June 30, 2010

Net revenues

        We commenced our current business operation in March 2010 and had minimal operations prior to that. Our net revenues increased significantly from US$0.1 million for the six months ended June 30, 2010 (predecessor) to US$15.5 million for the six months ended June 30, 2011 (successor), primarily due to the increase in the number of Wowo Coupons sold to our subscribers, which was partially attributable to the expansion of our business through our acquisition of local group buying service providers.

Cost of revenues

        Cost of revenues consists of direct costs incurred to generate our revenue, primarily the agreed-upon payments to the merchants. Our cost of revenues increased significantly from US$78,194 for the six months ended June 30, 2010 (predecessor) to US$14.3 million in the six months ended June 30, 2011 (successor), primarily due to the increase in the sales of Wowo Coupons to our subscribers.

Operating expenses

        Our total operating expenses increased significantly from US$14,344 for the six months ended June 30, 2010 (predecessor) to US$31.6 million in the six months ended June 30, 2011 (successor). The increase was primarily due to increases in selling and marketing expenses and general and administrative expenses.

•

Selling and marketing expenses consist of salaries and benefits for our marketing staff, merchant service representatives, customer service representatives and quality control staff. Selling and marketing expenses increased significantly from US$4,903 for the six months ended June 30, 2010 (predecessor) to US$25.8 million for the six months ended June 30, 2011 (successor). The increase was primarily attributable to the marketing expenses of US$12.0 million we incurred in connection with our advertising campaign and salaries and benefits for employees of US$9.7 million due to the increase in the number of our merchant consultants, quality control and merchant service representatives and editorial staff.

•

General and administrative expenses consist primarily of salaries and benefits for our management and general administrative staff. General and administrative expenses increased significantly from US$9,441 for the six months ended June 30, 2010 (predecessor) to US$5.8 million for the six months ended June 30, 2011 (successor). The increase was primarily attributable to salaries and benefits for employees of US$2.0 million due to the increase in the number of our management and general administrative staff and shared-based compensation of US$2.7 million for the six months ended June 30, 2011.

Income tax

        Our provision for income tax was US$7,873 for the six months ended June 30, 2010 (predecessor) and benefit for income tax was US$11,785 for the six months ended June 30, 2011 (successor) generated from the changes of deferred tax liabilities recognized.

Net income (loss)

        As a result of the foregoing, we had net income of US$19,243 for the six months ended June 30, 2010 (predecessor) and incurred net losses of US$30.4 million for the six months ended June 30, 2011 (successor).

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Year ended December 31, 2010 compared to year ended December 31, 2009

Net revenues

        We commenced our current business operation in March 2010 and had minimal operations prior to that. We had net revenues of US$2.6 million in 2010 (predecessor). All of the net revenues in 2010 were attributable to the sales of Wowo Coupons to our subscribers.

Cost of revenues

        Our cost of revenues was nil in 2009 (predecessor) as we commenced operations in March 2010 and had minimal operations prior to that. Our cost of revenues was US$2.2 million in 2010 (predecessor). Cost of revenue consists of direct costs incurred to generate our revenue, primarily the agreed-upon payments to the merchant clients.

Operating expenses

        Our total operating expenses were US$758 in 2009 (predecessor), before we commenced our current operations. Our total operating expenses were US$470,813 in 2010 (predecessor), representing 17.9% of the net revenue for the same period. Our operating expenses in 2010 primarily consisted of:

•

selling and marketing expenses of US$260,823, representing 9.9% of the net revenues of the same period primarily consist of salaries and benefits for our marketing staff, merchant service representatives, customer service representatives and quality control staff; and

•

general and administrative expenses of US$209,990, representing 8.0% of the net revenues of the same period primarily consist of salaries and benefits for our management and general administrative staff.

Income tax

        Our provision for income tax was US$40,071 in 2010 (predecessor), as we generated taxable income in the PRC.

Net loss

        As a result of the foregoing, we incurred net loss of US$57,178 for the year ended December 31, 2010 (predecessor).

Acquisitions

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling interests or to acquire such local group buying service providers' businesses.

        For a new company jointly established with a local group buying service provider, Beijing Wowo Tuan typically forms the new entity first and then transfers 49% of the equity interest of the new entity to the selling shareholders and the key employees of the local group buying businesses, as consideration for their employment with such new entity as executives for a certain number of years after the respective date of acquisition. During the term of their employment, those shares transferred to such selling shareholders and key employees are restricted from transfer to third parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders

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and key employees terminate their employment during the agreed employment period. The table below sets forth certain information regarding such 16 acquisitions we made since December 31, 2010:

Name of acquisition target	Date of Acquisition	City of Operations	Consideration (US$)		Name of the newly formed entity	Percentage of Equity Interest Held by Beijing Wowo Tuan(1)
Shenyang 19tuan	December 31, 2010	Shengyang, Liaoning		303,030	Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		100	%
Jinan 0531tuan	December 31, 2010	Jinan, Shandong		151,515	Jinan Wuzhiwu Information Technology Co., Ltd.		100	%
Shijiazhuang Letuaner	January 2011	Shijiazhuang, Hebei		75,758	Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		100	%
Changzhou Bangketuan	January 2011	Changzhou, Jiangsu		75,758	Changzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Hunan Tuankela	January 2011	Changsha, Hunan		374,242	Hunan Wowo Tuan Information Technology Co., Ltd.		100	%
Wuxi Yuzhong	February 2011	Wuxi, Jiangsu		757,576	Wuxi Yuzhong Internet Technology Co., Ltd.		51	%
Shenzhen Xunjie	March 2011	Shenzhen, Guangzhou		454,545	Shenzhen Xunjie Time Media Co., Ltd.		51	%
Fuzhou Baiketuan	April 2011	Fuzhou, Fujian		45,455	—		100	%(2)
Chengdu Beiguo	April 2011	Chengdu, Sichuan		424,242	Chengdu Beiguo Technology Co., Ltd.		60	%
Shanghai Yinqing	March 2011	Shanghai		403,030	—		51	%(2)
Shaoxing Tongchenggou	March 2011	Shaoxing, Zhejiang		75,758	Shaoxing Wowo Tuan Information Technology Co., Ltd.		100	%
Quanzhou Yiwantuan	April 2011	Quanzhou, Fujian		151,515	Quanzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Jilin Meimeituan	April 2011	Jilin, Jilin		151,515	Jilin Wowo Tuan Information Technology Co., Ltd.		100	%(3)
Langfang Wodetuan	April 2011	Langfang, Hebei		75,758	Langfang Wowo Tuan Internet Technology Co., Ltd.		100	%
Xiamen Shantuan	April 2011	Xiamen, Fujian		303,030	Xiamen Wowo Tuan Information Technology Co., Ltd.		100	%
Ningbo Tangtuan	April 2011	Ningbo, Zhejiang		303,030	Ningbo Wowo Tuan Information Technology Co., Ltd.		100	%(3)

(1)

Reflects the percentage of equity interest held by Beijng Wowo Tuan as of June 30, 2011, except as otherwise indicated.

(2)

The entity is in the process of being formed and the percentage reflects the percentage of equity interest to be held by Beijing Wowo Tuan after the formation of such entity.

(3)

Beijing Wowo Tuan formed the entity and will transfer 49% equity interest of such entity to the original selling shareholders and the key employees of the acquired local group buying businesses. Beijing Wowo Tuan will hold 51% equity interest after the aforementioned transfer is completed.

        The table below sets forth certain information regarding the five acquisitions of businesses we made since December 31, 2010:

Name of seller	Date of Purchase	City of Operations	Consideration (US$)
Shijiazhuang Jutuaner	February 2011	Shijiazhuang, Hebei		121,212
Hangzhou Zuituan	February 2011	Hangzhou, Zhejiang		80,303	(1)
Hangzhou 54 Tuanzhang	April 2011	Hangzhou, Zhejiang		303,030
Changzhou Jingcaituan	April 2011	Changzhou, Jiangsu		818,182
Guilin Haoletuan	April 2011	Guilin, Guangxi		44,318

(1)

Consideration is determined based on the future performance of the acquired business.

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Liquidity and Capital Resources

        As of December 31, 2010 and June 30, 2011, we had US$180,899 and US$38,577,964 in cash and cash equivalents, respectively. Since our inception, we have funded our working capital requirements and expansion primarily through our operation. We generated positive cash flow from operations in the amount of US$612,147 for the year ended December 31, 2010 (predecessor). We expect annual cash flow from operations to remain positive in the foreseeable future. We generally use this cash flow to fund our operations and meet our other cash operating needs. Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 and the net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor). Net cash used in operating activities was US$14.4 million for the six months ended June 30, 2011 (successor).

        We believe that our current cash balance, anticipated cash flow from operations, and the net proceeds we expect to receive from this offering will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months or until we generate positive net cash from operating activities. See "Use of Proceeds." We may require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash balance is insufficient to meet our requirements, we may seek to sell additional equity securities or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

        The following table sets forth a summary of our cash flows for the periods indicated:

	For the year ended December 31,						For the six months ended June 30,
	2009 (predecessor)			2010 (predecessor)			2010 (predecessor)			2011 (Successor)
	(US$ in thousands)
Net cash provided by (used in) operating activities		(1	)		612			(11.8	)		(14,418	)
Net cash used in investing activities		—			(139	)		(0.1	)		(5,777	)
Net cash provided by (used in) financing activities		2			(300	)		11.7			58,693
Effect of exchange rate changes		—			3			—			(101	)
Cash at the beginning of the period		4			5			5.1			181
Cash at the end of the period		5			181			4.9			38,578

Net cash provided by (used in) operating activities

        Net cash used in operating activities was US$14.4 million for the six months ended June 30, 2011 (successor), which primarily consisted of accrued expenses and other current liabilities of US$11.1 million primarily attributable to unpaid salary and welfare of US$6.8 million and unpaid advertisements of US$4.5 million, deferred revenue of US$7.5 million attributable to the payment received by us for unredeemed coupons, accounts payable of US$5.0 million attributable to obligations to our merchant clients as a result of our operations, and share-based compensation of US$2.9 million, partially offset by prepaid expenses and other current liabilities of US$10.9 million primarily attributable to the prepayment to our merchant clients of US$8.0 million and the deposits for office rental of US$1.1 million, and a net loss for operation of US$30.4 million.

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        Net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor), which primarily consisted of an account payable of US$480,534 attributable to obligations to our merchant clients as a result of our operations and accrued expenses and other current liabilities of US$293,220 primarily attributable to unpaid salary and welfare, partially offset by accounts receivable of US$102,821 representing payments receivable from third-party payment processors, and a net loss from operation of US$57,178.

        Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 (predecessor).

Net cash used in investing activities

        Net cash used in investing activities was US$5.8 million for the six months ended June 30, 2011 (successor), which primarily consisted of purchase of property and equipment of US$3.4 million, and cash payments of acquisitions of businesses of US$2.3 million.

        Net cash used in investing activities for the year ended December 31, 2010 (predecessor) was US$138,861, consisting primarily of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455.

        We did not use any cash in investing activities in the year ended December 31, 2009.

Net cash provided by (used in) financing activities

        Net cash provided by financing activities was US$58.7 million for the six months ended June 30, 2011 (successor), which primarily consisted of proceeds from issuance of Series A-2 convertible redeemable preferred shares of US$32.0 million, and proceeds from issuance of ordinary shares of US$11.0 million.

        Net cash used in financing activities for the year ended December 31, 2010 (predecessor) was US$300,297, which primarily consisted of an advance to a related party of US$446,882, and was partially offset by an advance for a planned capital injection of US$145,974.

        Net cash provided by financing activities in the year ended December 31, 2009 (predecessor) was US$1,683.

        We estimate that we will receive net proceeds of approximately US$             million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$            per ADS. Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in a decrease of RMB             million (US$             million) of the net proceeds from this offering. Conversely, a 10% depreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in an increase of RMB             million (US$ million) of the net proceeds from this offering.

Capital Expenditures

        We made capital expenditure of US$5.8 million for the six months ended June 30, 2011 (successor), which primarily consisted of the purchase of property and equipment for US$3.4 million and payments for acquisitions of businesses for US$2.3 million. We made capital expenditures of US$138,861 for the year ended December 31, 2010 (predecessor), which primarily consisted of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455. We did not make any capital expenditures for the year ended December 31, 2009

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(predecessor). We expect our capital expenditures for the remaining six months in 2011 to primarily consist of the acquisition of the purchase of property and equipment.

Contractual Obligations and Commercial Commitments

        The following table sets forth our future minimum payments under non-cancelable operating leases of office space with initial terms in excess of one year as of June 30, 2011.

	(US$ in thousands)
Six-month period ending December 31, 2011		2,310
Years ending December 31:
2012		3,035
2013		1,953
2014		751
2015 and thereafter		64
Total		8,113

Holding Company Structure

        We are a holding company with no material operations of our own. We conduct our operations primarily through our wholly owned subsidiary in China, Wowo Shi Jie, and our consolidated affiliated entities in China. Under PRC law, Wowo Shi Jie and each of our consolidated affiliated entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Wowo Shi Jie is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

        After the 13 subsidiaries of Beijing Wowo Tuan make appropriations for their respective statutory reserves and retain any profits, each of their remaining net profits are distributable to Beijing Wowo Tuan, in the form of an RMB dividend. Pursuant to the contractual arrangements between Wowo Shi Jie and Beijing Wowo Tuan, Beijing Wowo Tuan's earnings and cash (including dividends received from its subsidiaries) are used to pay service and license fees in RMB to Wowo Shi Jie, in the manner and amount set forth in these agreements. After paying the withholding taxes applicable to Wowo Shi Jie's revenue and earnings, making appropriations for its statutory reserve requirement and retaining any profits from accumulated profits, the remaining net profits of Wowo Shi Jie would be available for distribution to its sole shareholder, Wowo Holding Limited, and from Wowo Holding Limited to us, although we have not, and do not have any present plan to make such distributions. As of             , the net assets of Wowo Shi Jie and our consolidated affiliated entities which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, was in aggregate US$             million, and the net assets of Wowo Shi Jie and our consolidated affiliated entities which were unrestricted and thus available for distribution was in aggregate US$             million. We do not believe that these restrictions on the distribution of our net assets will have a significant impact on our ability to timely meet our financial obligations in the future.

Off-Balance Sheet Commitments and Arrangements

        We do not currently have any outstanding off-balance sheet arrangements or commitments. We have no plans to enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or commitments.

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Inflation

        Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the annual average percentage changes in the consumer price index in China for 2009 and 2010 were of -0.7% and of +3.3%, respectively. The year-over-year percentage changes in the consumer price index for January 2009, 2010 and 2011 were increases of +1.0%, +1.5% and +4.9%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

        Currently all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

        The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the revised policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy resulted in a more than 20% appreciation of the RMB against the U.S. dollar in the following three years. Since July 2008, however, the RMB has traded within a narrow range against the U.S. dollar. As a consequence, the RMB has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 20, 2010, the People's Bank of China announced that the PRC government would further reform the RMB exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the RMB exchange rate. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us.

Interest Risk

        Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank accounts. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

Recent Accounting Pronouncements

        In June 2011, the Financial Accounting Standards Board, or FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income,

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each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of this pronouncement to will have a significant effect on our financial position, results of operations or cash flow.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma condensed consolidated financial information for the year ended December 31, 2010 is derived from the audited financial statements of (1) Wowo Group Limited for the year ended December 31, 2010; (2) Shijiazhuang Chuanglian Technology Co., Ltd. for the year ended December 31, 2010; (3) Changzhou Bangketuan for the year ended December 31, 2010; (4) Wuxi Yuzhong Internet Technology Co., Ltd. for the year ended December 31, 2010; (5) Shenzhen Xunjie Times Media Co., Ltd. for the period from May 5, 2010 (business commencement date) to December 31, 2010; (6) Fuzhou Baiketuan for the year ended December 31, 2010; (7) Chengdu Beiguo Technology Co., Ltd. for the period from August 20, 2010 (inception date) to December 31, 2010; (8) Shanghai Yinqing Advertising Co., Ltd. for year ended December 31, 2010; (9) Beijing Kaiyishidai Network Technology Co., Ltd. for the period from September 27, 2010 (inception date) to December 31, 2010; (10) Xiamen Shantuan for the period from May 17, 2010 (inception date) to December 31, 2010; (11) Changzhou Jingcaituan for the period from August 2, 2010 (inception date) to December 31, 2010; (12) Ningbo Tangtuan for the period from June 13, 2010 (inception date) to December 31, 2010; (13) Langfang Wodetuan for the period from October 18, 2010 (inception date) to December 31, 2010, all appearing elsewhere in the prospectus, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The following unaudited pro forma condensed consolidated financial information as of and for the period ended June 30, 2011 is derived from the unaudited condensed consolidated financial statements of (1) Wowo Group Limited as of and for the six-month period ended June 30, 2011; (2) Wuxi Yuzhong Internet Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (3) Shenzhen Xunjie Times Media Co., Ltd. for the period from January 1, 2011 to the acquisition date; (4) Fuzhou Baiketuan for the period from January 1, 2011 to the acquisition date; (5) Chengdu Beiguo Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (6) Shanghai Yinqing Advertising Co., Ltd. for the period from January 1, 2011 to the acquisition date; (7) Beijing Kaiyishidai Network Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (8) Changzhou Jingcaituan for the period from January 1, 2011 to the acquisition date; (9) Ningbo Tangtuan for the period from January 1, 2011 to the acquisition date; (10) Langfang Wodetuan for the period from January 1, 2011 to the acquisition date, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The preparation of the unaudited pro forma condensed consolidated balance sheet and statements of operations appearing below is based on financial statement prepared in accordance with U.S. GAAP. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. The objective of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 is to provide information on the impact of the acquisitions of online group buying business including Shijiazhuang Chuanglian Technology Co., Ltd. and Changzhou Bangketuan in January 2011, Wuxi Yuzhong Internet Technology Co., Ltd. in February 2011, Shenzhen Xunjie Times Media Co., Ltd. and Shanghai Yinqing Advertising Co., Ltd. in March 2011, and Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Beijing Kaiyishidai Network Technology Co. Ltd., Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan and Langfang Wodetuan in April 2011.

        The objective of the unaudited pro forma condensed consolidated statements of operations for the six-month period ended June 30, 2011 is to provide information on the impact of the acquisitions of online group buying businesses including Wuxi Yuzhong Internet Technology Co., Ltd. in February 2011, Shenzhen Xunjie Times Media Co., Ltd. and Shanghai Yinqing Advertising Co., Ltd. in March 2011, Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Beijing Kaiyishidai Network Technology Co. Ltd., Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan and Langfang Wodetuan in April 2011.

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        We refer these online group buying businesses collectively as the Acquired Businesses.

        The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses.

        The unaudited pro forma condensed consolidated balance sheet as of June 30, 2011 presents adjustments as if the remaining noncontrolling interest of Wuxi Yuzhong Internet Technology Co. Ltd. and Chengdu Beiguo Technology Co., Ltd. were acquired on June 30, 2011.

        The unaudited pro forma condensed consolidated statement of operations for the six-month period ended June 30, 2011 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on January 1, 2011.

        The following unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with our audit consolidated statements of operations for the year ended December 31, 2010 and unaudited condensed consolidated balance sheet and statements of operations as of and for the six-month period ended June 30, 2011 and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        While the unaudited pro forma condensed consolidated financial information is helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed as if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the unaudited pro forma condensed consolidated statement of operations all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods.

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Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the year ended December 31, 2010
		Wowo Group Limited(*)			Pro forma Combined Statement of Operations of Acquired Businesses(4)			Pro forma Adjustments			Note		Pro forma
		(US$)
Net revenues			2,633,522			9,281,000			—					11,914,522
Cost of revenues			(2,179,120	)		(7,733,538	)		(143,974	)		(1)		(10,056,632	)
Gross profit			454,402			1,547,462			(143,974	)				1,857,890
Operating expenses:
	Selling and Marketing		(260,823	)		(771,474	)		(137,420	)		(1)		(1,169,717	)
	General and administrative		(209,990	)		(1,086,850	)		(10,832	)		(1)		(1,307,672	)
Total operating expenses			(470,813	)		(1,858,324	)		(148,252	)				(2,477,389	)
Loss from operations			(16,411	)		(310,862	)		(292,226	)				(619,499	)
Interest income			—			1,608			—					1,608
Other income			(296	)		(514	)		—					(810	)
Loss before provision for income tax			(16,707	)		(309,768	)		(292,226	)				(618,701	)
Provision (benefit) for income tax			40,471			42,100			(43,946	)		(1)		38,625
Net loss			(57,178	)		(351,868	)		(248,280	)				(657,326	)
Net loss attributable to noncontrolling interest			—			—			168,063			(2)		168,063
Net loss attributable to Wowo Group Limited shareholder			(57,178	)		(351,868	)		(80,217	)				(489,263	)
Net loss per ordinary share
Basic			—											—
Diluted			—											—
Weighted average shares used in calculating net loss per ordinary share
Basic			300,000,000											300,000,000
Diluted			300,000,000											300,000,000

(*)

Amount includes Shenyang 19tuan and Jinan 0531tuan for the day of December 31, 2010 as the acquisition of both business consummated on December 31, 2010.

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Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the six-month period ended June 30, 2011
		Wowo Group Limited			Pro forma Combined Statement of Operations of Acquired Businesses(4)			Pro forma Adjustments			Note		Pro forma
		(US$)
Net revenues			15,464,491			4,104,931			—					19,569,422
Cost of revenues			(14,265,472	)		(3,462,947	)		(12,801	)		(1)		(17,741,220	)
Gross profit			1,199,019			641,984			(12,801	)				1,828,202
Operating expenses:
	Selling and Marketing		(25,855,240	)		(792,397	)		(50,675	)		(1)		(26,698,312	)
	General and administrative		(5,770,114	)		(498,705	)		(76,608	)		(1)(3)		(6,345,427	)
Total operating expenses			(31,625,354	)		(1,291,102	)		(127,283	)				(33,043,739	)
Loss from operations			(30,426,335	)		(649,118	)		(140,084	)				(31,215,537	)
Other income			—			774,866			—					774,866
(Loss) income before provision for income tax			(30,426,335	)		125,748			(140,084	)				(30,440,671	)
Provision (benefit) for income tax			(11,785	)		11,596			(3,880	)		(1)		(4,069	)
Net (loss) income			(30,414,550	)		114,152			(136,204	)				(30,436,602	)
Less:
Net (loss) income attributable to noncontrolling interest			(422,496	)		—			412,420			(2)		(10,076	)
Net (loss) income attributable to Wowo Ltd.'s shareholder			(29,992,054	)		114,152			(548,624	)				(30,426,526	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			177,790			—			—					177,790
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			427,687			—			—					427,687
Net income/(loss) attributable to holders of ordinary shares of Wowo Limited			(30,597,531	)		114,152			(548,624	)				(31,032,003	)
Net income/(loss) per ordinary shares
	Basic		(0.10	)										(0.10	)
	Diluted		(0.10	)										(0.10	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			0.07											0.07
Net income per Series A-2 convertible redeemable preferred shares—Basic			0.06											0.06
Weighted average shares used in calculating net loss per ordinary share
	Basic		317,269,456											317,269,456
	Diluted		317,269,456											317,269,456

87

Unaudited Pro forma Condensed Consolidated Balance Sheet

	As of June 30, 2011
	Wowo Group Limited			Pro forma Adjustment			Note			Pro forma
	(US$)
Assets
Current assets:
Cash and cash equivalents		38,577,964			(252,185	)		(5	)		38,325,779
Accounts receivable		242,998									242,998
Prepaid expenses and other current assets		11,552,861									11,552,861
Amount due from RPT		648,472									648,472
Total current assets		51,022,295			(252,185	)					50,770,110
Property and equipment, net		3,609,444									3,609,444
Intangible assets, net		1,696,627									1,696,627
Goodwill		7,010,014									7,010,014
Total Assets		63,338,380			(252,185	)					63,086,195
Liabilities and Stockholders' (Deficit) Equity
Current liabilities:
Accounts payable		5,964,123									5,964,123
Accrued expenses and other current liabilities		23,586,533									22,586,533
Deferred revenue		7,608,386									7,608,386
Amount due to related parties		232,072									232,072
Income tax payable		49,168									49,168
Total current liabilities		36,440,282									36,440,282
Deferred tax liability, non-current		227,895									227,895
Total Liabilities		36,668,177									36,668,177
Series A-1 Preferred Shares		5,159,717									5,159,717
Series A-2 Preferred Shares		32,312,022									32,312,022
Deficit
Ordinary shares		3,239									3,239
Additional paid-in capital		18,499,309			509,100			(5	)		19,008,409
Accumulated deficit		(30,653,385	)								(30,653,385	)
Accumulated other comprehensive income		(191,671	)								(191,671	)
Total Wowo Group Limited' Deficit		(12,342,508	)		509,100						(11,833,408	)
Noncontrolling interests		1,540,972			(761,285	)		(5	)		779,687
Total Deficit		(10,801,536	)		(252,185	)					(11,053,721	)
Total Liabilities, Preferred Shares and Deficit		63,338,380			(252,185	)					63,086,195

88

Pro forma Adjustments

(1)

Adjustments comprise of the following

•

Adjustments of US$174,721 and US$71,960 reflects amortization of intangible assets as if the Acquired Businesses were acquired on the earliest of beginning of the fiscal year, the inception date or business commencement date of the Acquired Businesses and included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010 and for the six months period ended June 30, 2011, respectively. Tax effects of amortization charges of $14,570 and $3,880 were adjusted based on respective statutory tax rate of 25% and included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010 and for the six months period ended June 30, 2011, respectively.

•

Beijing Wowo Tuan was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Mr. Maodong Xu and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, Beijing Wowo Tuan has applied the push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill was reflected in the consolidated balance sheet of Wowo Group Limited as of December 31, 2010, including elsewhere in this prospectus. Accordingly, adjustments of US$117,505 reflects amortization of intangible assets of Wowo Group Limited as if push down accounting to the transaction applies on January 1, 2010. Tax effects of amortization charges of US$29,376 were adjusted based on respective statutory tax rate of 25%. These adjustments included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010.

•

The adjustments of the amortization of intangible assets as described above are included in the pro forma as follows:

	December 31, 2010		June 30, 2011
	(US$)
Cost of revenues		143,974		12,801
Selling and marketing		137,420		50,675
General and administrative		10,832		8,484
		292,226		71,960

Tax effects of amortization charges of US$43,946 and US$3,880 were adjusted based on respective statutory tax rate of 25% for the year ended December 31, 2010 and the six-month period ended June 30, 2011, respectively.

89

(2)

Adjustments of US$168,063 and US$(412,420) reflect a net loss and a net income attributable to noncontrolling interests which are due to the operating results of Acquired Businesses for the year ended December 31, 2010 and the period from January 1, 2011 to acquisition date, respectively.

	December 31, 2010			June 30, 2011
	(US$)
Wuxi Yuzhong		48,352			(141,885	)
Shenzhen Xunjie		3,762			91,741
Chengdu Beiguo		(29,342	)		1,388
Shanghai Yinqing		145,291			(363,664	)
		168,063			(412,420	)

(3)

The adjustment of US$68,124 was compensation expenses for the period from January 1, 2011 to the acquisition date in connection with the acquisition of Fuzhou Baiketuan, Langfang Wodetuan, Ningbo Tangtuan and Xiamen Shantuan. Beijing Wowo Tuan promised to transfer 49% equity interest of the newly incorporated company to those companies' certain key employees for their continuing employment for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the shares is contingent upon the employees providing three years of services.

The following table summarizes the fair values of the assets acquired and liabilities assumed for the significant acquisitions consummated in 2011.

					Amortization period
Net tangible assets acquired		US$	1,536,692
Intangible assets:
	Trade name/domain name		469,394			10 years
	User base		293,439			2 years
	Operating system		51,623			3 years
	Customer relationship		19,545			6 years
Deferred tax liabilities			(109,243	)
Goodwill			3,954,735
Noncontrolling interests			(1,722,246	)
Total consideration		US$	4,493,939

Noncontrolling interests arose as a result of following acquisitions:

Wuxi Yuzhong	US$	623,636
Shenzhen Xunjie		433,239
Chengdu Beiguo		278,146
Shanghai Yinqing		387,225
	US$	1,722,246

The purchase price allocation and intangible asset valuations described above were based on management estimation with the assistance of a third party valuation firm. The valuation utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. We have incorporated certain assumptions which included cash flow and replacement costs.

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Detail information of each of the significant acquisition is as follows:

a)

Acquisition of Wuxi Yuzhong

This reflects the purchase price allocation in relation to the acquisition of 51% equity interest in Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") that was consummated in February 2011. Beijing Wowo Tuan newly injected capital of US$303,030 (RMB2 million) into Wuxi Yuzhong, and paid US$454,546 (RMB3 million) to Wuxi Yuzhong's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Wuxi Yuzhong. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$757,576 (RMB5 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	186,634
Acquired intangible assets		190,000
Deferred tax liabilities		(47,500	)
Goodwill		1,052,078
Noncontrolling interests		(623,636	)
Total consideration	US$	757,576

The intangible assets include domain name, user base and operating system.

b)

Acquisition of Shenzhen Xunjie

This reflects the purchase price allocation in relation to the acquisition of 51.2% equity interest in Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of US$454,545 (RMB3 million) to Shenzhen Xunjie to acquire 51.2% equity interest of Shenzhen Xunjie. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$454,545 (RMB3 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	410,554
Goodwill		477,230
Noncontrolling interest		(433,239	)
Total consideration	US$	454,545

c)

Acquisition of Fuzhou Baiketuan

This reflects the purchase price allocation in relation to the acquisition of 100% business of Fuzhou Baiketuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees for their continuing employment with Fuzhou Baiketuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

91

The purchase price of US$45,455 (RMB0.3 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	4,015
Acquired intangible assets		41,364
Goodwill		76
Total consideration	US$	45,455

The intangible assets include domain name, user base and operating system.

d)

Acquisition of Chengdu Beiguo

This reflects the purchase price allocation in relation to the acquisition of 60.4% equity interest in Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") that was consummated in April 2011. Beijing Wowo Tuan newly injected capital of US$181,818 (RMB1.2 million) into Chengdu Beiguo , and paid US$242,424 (RMB1.6 million) to Chengdu Beiguo's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 60.4% equity interest of Chengdu Beiguo. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$424,242 (RMB2.8 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	249,707
Acquired intangible assets		125,152
Deferred tax liabilities		(31,288	)
Goodwill		358,817
Noncontrolling interest		(278,146	)
Total consideration	US$	424,242

The intangible assets include domain name, user base and operating system.

e)

Acquisition of Shanghai Yinqing

This reflects the purchase price allocation in relation to the acquisition of 51% equity interest in Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of US$303,030 (RMB2 million) into Shanghai Yinqing, and paid US$100,000 (RMB0.66 million) to Shanghai Yinqing's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Shanghai Yinqing. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$403,030 (RMB2.66 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	391,356
Goodwill		398,899
Noncntrolling interest		(387,225	)
Total consideration	US$	403,030

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f)

Acquisition of Beijing Kaiyishidai

This reflects the purchase price allocation in relation to the acquisition of 100% equity interest of Beijing Kaiyishidai Network Technology Co., Ltd. ("Beijing Kaiyishidai") that was consummated in April 2011. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$909,091 (RMB6 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	17,592
Acquired intangible assets		121,818
Deferred tax liabilities		(30,455	)
Goodwill		800,136
Total consideration	US$	909,091

The intangible assets include domain name, customer relationship, user base and operating system.

g)

Acquisition of Langfang Wodetuan

This reflects the purchase price allocation in relation to the acquisition of Langfang Wodetuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$75,758 (RMB0.5 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	4,741
Acquired intangible assets		27,576
Goodwill		43,441
Total consideration	US$	75,758

The intangible assets include domain name, user base and operating system.

h)

Acquisition of Xiamen Shantuan

This reflects the purchase price allocation in relation to the acquisition of 100% interest of Xiamen Shantuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Xiamen Shantuan to the original shareholder and the key employees for their continuing employment with Xiamen Shantuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

93

The purchase price of US$303,030 (RMB2 million) is comprised of cash payment only and is allocated as follows:

Net liabilities acquired	US$	(10,501	)
Acquired intangible assets		108,394
Goodwill		205,137
Total consideration	US$	303,030

The intangible assets include domain name, user base and operating system.

i)

Acquisition of Changzhou Jingcaituan

This reflects the purchase price allocation in relation to the acquisition of 100% interest of Changzhou Jingcaituan that was consummated in April 2011. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$818,182 (RMB5.4 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	279,261
Acquired intangible assets		131,818
Goodwill		407,103
Total consideration	US$	818,182

The intangible assets include domain name, user base and operating system.

j)

Acquisition of Ningbo Tangtuan

This reflects the purchase price allocation in relation to the acquisition of 100% interest Ningbo Tangtuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employees for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$303,030 (RMB2million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	3,333
Acquired intangible assets		87,879
Goodwill		211,818
Total consideration	US$	303,030

The intangible assets include domain name, user base and operating system.

94

(4)    Historical financial information of the Acquired Businesses is as follows:

        Statement of operation for the period from the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses:

		For the year ended December 31, 2010
		Acquired businesses
		Shijiazhuang Chuanglian Technology Co., Ltd.			Wuxi Yuzhong Internet Technology Co., Ltd.			Shenzhen Xunjie Times Media Co., Ltd.			Fuzhou Baiketuan		Chengdu Beiguo Technology Co., Ltd.		Shanghai Yinqing Advertising Co., Ltd.			Beijing Kaiyishidai Network Technology Co., Ltd.		Langfang Wodetuan		Changzhou Jingcaituan		Changzhou Bangketuan		Xiamen Shantuan			Ningbo Tangtuan			Total acquired business
		(US$)
Net revenues			777,774			1,296,305			662,877			285,361		1,121,553		1,231,737			65,210		410,619		1,245,805		450,644		1,035,692			697,429			9,281,000
Cost of revenues			575,425			1,110,086			526,771			236,950		970,857		935,110			22,265		327,439		1,114,373		373,368		910,777			630,117			7,733,538
Gross profit			202,349			186,219			136,106			48,411		150,696		296,627			42,945		83,180		131,432		77,276		124,915			67,312			1,547,468
Operating expenses:
	Selling and Marketing		87,184			49,598			78,222			11,597		12,923		313,363			14,797		19,382		41,068		26,864		61,962			54,514			771,474
	General and administrative		121,407			235,322			65,593			32,042		48,857		279,777			22,195		29,073		61,603		45,369		93,569			52,043			1,086,850
Total operating expenses			208,591			284,920			143,815			43,639		61,780		593,140			36,992		48,455		102,671		72,233		155,531			106,557			1,858,324
Loss from operations			(6,242	)		(98,701	)		(7,709	)		4,772		88,916		(296,513	)		5,953		34,725		28,761		5,043		(30,616	)		(39,245	)		(310,856	)
Interest income			1,101			274			—			—		—		—			—		—		233		—		—			—			1,608
Other expense			(148	)		(250	)		—			—		—		—			—		—		—		—		(116	)		—			(514	)
Loss before provision for income tax			(5,289	)		(98,677	)		(7,709	)		4,772		88,916		(296,513	)		5,953		34,725		28,994		5,043		(30,732	)		(39,245	)		(309,762	)
Provision for income tax			—			—			—			1,193		22,229		—			1,488		8,681		7,248		1,261		—			—			42,100
Net income/(net loss)			(5,289	)		(98,677	)		(7,709	)		3,579		66,687		(296,513	)		4,465		26,044		21,746		3,782		(30,732	)		(39,245	)		(351,862	)

95

        Statement of operation for the period from January 1, 2011 to the respective acquisition dates of the Acquired Businesses.

		For the six-month period ended June 30, 2011
		Acquired Businesses
		Shenzhen Xunjie			Wuxi Yuzhong			Chengdu Beiguo			Fuzhou Baiketuan			Shanghai Yinqing			Beijing Kaiyishidai			Changzhou Jingcaituan			Langfang Wodetuan			Ningbo Tangtuan			Xiamen Shantuan			Total acquired business
		(US$)
Net revenues			246,935			372,020			746,882			314,897			117,143			68,407			667,184			259,771			675,348			636,344			4,104,931
Cost of revenues			(180,970	)		(331,227	)		(642,587	)		(282,775	)		(81,745	)		(15,399	)		(591,486	)		(216,238	)		(598,255	)		(522,265	)		(3,462,947	)
Gross profit			65,965			40,793			104,295			32,122			35,398			53,008			75,698			43,533			77,093			114,079			641,984
Operating expenses:
	Selling and Marketing		(138,387	)		(123,045	)		(108,433	)		(19,005	)		(46,701	)		(38,674	)		(183,814	)		(8,489	)		(52,347	)		(73,502	)		(792,397	)
	General and administrative		(115,572	)		(73,080	)		(72,289	)		(8,145	)		(17,193	)		(16,476	)		(150,040	)		(12,734	)		(22,435	)		(10,741	)		(498,705	)
Total operating expenses			(253,959	)		(196,125	)		(180,722	)		(27,150	)		(63,894	)		(55,150	)		(333,854	)		(21,223	)		(74,782	)		(84,243	)		(1,291,102	)
(Loss) income from operations			(187,994	)		(155,332	)		(76,427	)		4,972			(28,496	)		(2,142	)		(258,156	)		22,310			2,311			29,836			(649,118	)
Other income			—			—			—			—			774,866			—			—			—			—			—			774,866
(Loss) income before provision for income tax			(187,994	)		(155,332	)		(76,427	)		4,972			746,370			(2,142	)		(258,156	)		22,310			2,311			29,836			125,748
Provision for income tax			—			—			—			1,243			4,198			—			—			5,577			578			—			11,596
Net (loss) income			(187,994	)		(155,332	)		(76,427	)		3,729			742,172			(2,142	)		(258,156	)		16,733			1,733			29,836			114,152

(5)    The adjustment of US$509,100 in additional paid in capital represents the aggregate effect of the acquisition of the remaining 49% equity interest of Wuxi Yuzhong amounted to US$481,751, 39.6% equity interest of Chengdu Beiguo amounted to US$279,534 for total cash consideration of US$252,185 as if these acquisitions were consummated as of June 30, 2011.

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OUR BUSINESS

Overview

        We are the leading provider of local social e-commerce services in China, focusing on group buying deals of life style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the latest issue of the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan, and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing, a guest electronic management system, or GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires. As of August 31, 2011, we have deployed 1,977 GEMs which we provide to selected local merchant clients during redemption periods of their featured deals free of charge. We plan to explore ways to monetize GEM in the future once its installation reaches a critical mass.

        In addition, we have recently launched a separate website, www.jieshi.com, or Wowo Platform, which provides a group buying aggregate service to address a consumer need previously underserved by the typical group buying business model. Wowo Platform is an open platform through which group buying service providers, commissioned agents and local merchants may place their daily group buying deal offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals of life style products and services. On a typical day, there are over 22,000 group buying deals available on Wowo Platform. In the fourth quarter of 2011, we plan to launch a new location-based service application for mobile devices, or LBS, which enables consumers to search for group buying deals or promotional offers on Wowo Platform in their immediate proximity using the GPS function on their mobile devices. We plan to explore ways to monetize Wowo Platform and LBS upon the official launch of LBS.

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        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to a market research study by Analysys International commissioned by us, or the Analysys Report, our brand recently ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor) and US$15.5 million for the six months ended June 30, 2011 (successor), respectively. Our gross profit is the portion of the revenues we retained after paying agreed upon fees to the featured merchant clients. Our gross profit was US$454,402 and US$1.2 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively.

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Superior User Experience and Strong Brand Recognition.    We believe that keeping our subscribers satisfied with our services is critical to our success. Each day, we try to select the most attractive discounted local goods and service deals for our subscribers, and our editorial staff provides informative and engaging descriptions to highlight the featured group buying deals. We have a completely open return policy for unredeemed Wowo Coupons or if our subscribers are dissatisfied with their experience with us or the local merchants. We have on-the-ground merchant service representatives and quality control staff in each local market we operate to ensure customer satisfaction when Wowo Coupons are redeemed with local merchants. Our localized merchant consultant, merchant service and quality control teams, call center team, GEM and tailor-made service plans for local merchant clients are all measures we have taken to ensure customer satisfaction. To help local merchants improve the quality of their future deals, we assist merchant clients in coming up with their deal structure at the initial stage, help the local merchant manage coupon redemption during a deal, and provide detailed analysis and feedback to them after a group buying deal is completed. In addition, we have built two centralized 24 × 7 call centers that employ advanced and scalable technology dedicated to subscriber and merchant support, respectively. Our call centers provide a variety of services, such as service and product refunds, complaint processing and general information services. In February 2011, we were the first Chinese group buying service provider to meet ISO9001 standard, an internationally recognized certificate for quality management of business published by the International Organization for Standardization. Through our focus on subscriber experience and satisfaction, our subscribers have come to trust us for our quality deals. According to the Analysys Report, our brand, Wowo Tuan, ranked first among group buying service providers in seven of the eight major markets surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai, in terms of brand recognition by local merchants.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. Because of China's diversified culture and population, strong local knowledge and presence are extremely important to the long-term success of our business. According to the latest issue of the Tuan800 Report, sales of group buying deals for local services are direct indicators of a group buying

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service provider's local presence and overall competitive strength, as group buying deals for local services are more complex to operate and represent a developing trend in the group buying business in China.

        We were the leading group buying service provider of group buying deals for local services in China in terms of total transaction amount in August 2011 according to the latest issue of the Tuan800 Report. Almost all of our subscribers purchase deals offered by merchants in close proximity to where they live or work. Our local operation teams in 146 cities have extensive local knowledge and experience, which we believe provide us with a unique competitive advantage and enable us to establish a favorable working relationship with local merchants. In addition, in order to secure the best talent in certain local markets, Beijing Wowo Tuan has entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. This strategy allows us to quickly penetrate into such local market where a local group buying business leader has already emerged. We provide the local operators with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquired their in-depth knowledge of the local community and culture, their dedicated sales team and their established subscriber bases.

        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    To further strengthen our ability to provide effective and differentiated marketing solutions to local merchants, we have developed GEM which combines a table-top hardware device installed at local merchants' sites with proprietary software system. Our GEM provides two important functions to local merchants who participate in our group buying deals. First, GEM simplifies and increases the efficiency of Wowo Coupon redemption process by enabling the local merchants to process the Wowo Coupons electronically when they are submitted for redemption. The instant coupon verification reduces queues during peak business hours and improves subscriber experience. Secondly, the combination of GEM and our subscriber database provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expired. For example, our merchant clients may send short messages of promotional deals through our system to their customers who have previously participated in their group buying deals. We believe our GEM is a unique solution which differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China. Mr. Xu has over two decades of experiences in managing China-based technology companies. He founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province, between 1992 and 2000. He also founded one of the largest wireless messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platforms in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China such as Alibaba, Baidu, China Mobile, Google China and Focus Media.

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Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to focus on enhancing subscriber experience by adding new features to our services.    Our brand and large subscriber base are the key factors to local merchants that make them choose to do business with us. We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, such as offline promotional events and redesigning our websites to make it more user friendly for new subscribers, among other things. In addition, we plan to maintain a high retention rate of existing subscribers by continuing to focus on maximizing customer satisfaction. We plan to enhance user experience by improving our EDM distribution with more targeted coupon information to our subscribers based on their location and personal preferences. Moreover, we have launched and will continue to develop new social media functions on our websites to facilitate information sharing and improve user experience.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    In order to build and maintain long-term relationships with our local merchant clients, we will continue to provide innovative marketing solutions to them. Our merchant consultants have first-hand knowledge of the local communities they serve, speak the local dialects, and are experts in the respective service sectors in which they specialize. We will continue to find new ways to attract additional subscribers and merchants to transact business over our websites. For example, we work closely with local food services industry associations to promote quality and safety among our local restaurant merchants. We have also designed innovative marketing programs for large multinational corporations, such as Nestle, to promote their brand by hosting charity events sponsored by them exclusively for our subscribers.

        In addition, we plan to maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers. One of the most pressing needs of local merchants is to enhance long-term returns on their advertising investments, whether through offering deeply discounted services on our websites, placing an advertisement in local newspapers, buying a banner on an Internet website or purchasing key words from Internet search service providers. The combination of our GEM devices and subscriber database enables our merchant clients to reach their target customers with new promotional deals. In the future, we plan to add additional functions to our hardware and software solutions for our local merchant clients.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We believe offering LBS-based discounted deals of life style products and services on consumers' mobile devices will be well received by consumers and have great growth potentials in the foreseeable future. Currently, a challenge of group buying services in China is the lack of variety of available discount offerings in the proximity of a given location at a given time. We are unique among Chinese group buying service providers in offering a complementary group buying aggregation service through Wowo Platform. Wowo Platform differs from pure group buying aggregating websites in that deals offered on Wowo Plaftform are entered into by group buying service providers and commissioned agents with local merchants using our standard form contracts and under our direct quality control. We plan to introduce a great variety and choices of group buying deals to our subscribers on Wowo Platform by aggregating deals from other group buying service providers, commissioned agents and local merchants. Our local merchant clients may initiate their own promotional deals on Wowo Platform through our proprietary GEM. As a result, our LBS applications on Wowo Platform will provide more choices and deliver more relevant discounted deals to our subscribers based on their needs.

        Increase Our Market Penetration With Vertical Channel Offerings.    We have recently launched four vertical group buying channels on Wowo Tuan for travel, hotels, beauty products and services, and other life style goods. We believe the vertical channels will allow our subscribers to easily find the deal

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information they seek. Vertical channels will also increase the number of local merchant clients we can serve beyond the ones that offer featured new deals every day. We will continue to evaluate our vertical market strategy and may expand our group buying channels to other attractive life style products and services.

Our Business

Wowo Tuan

        Wowo Tuan provides our subscribers Wowo Coupons for "good deals everyday at very low prices" and enables local merchants to reach a large number of potential online consumers without paying any advertising fees. A typical Wowo Coupon offers our subscribers a deal at 50% to 80% off the original price. A Wowo Coupon normally has a redemption period of one to three months from the date of the deal is offered. To enhance the effectiveness of our group buying deals and provide the merchant clients who offer such deals with the most value of their investment, we only feature a limited number of new deals, typically one to five per city, or for large metropolitan areas, per district, each day on our websites. To better manage our deals and facilitate our subscribers' search, we categorize our group buying deals into four vertical channels: travel, hotels, beauty products and services, and other life style goods. Local merchants from a wide variety of industries offer group buying deals on Wowo Tuan. The composition of our deals in terms of contribution to total revenues for 2010 was as follows: 35% for food services, 19% for beauty products and services, 19% for entertainment, 10% for retail goods, 9% for travel and hotels, and the remaining 8% for others. The composition of our deals is affected by factors such as seasonality. For example, during summer season, Wowo Coupons for movie tickets may sell better while Wowo Coupons for outdoor activities may be in higher demand during spring and fall. In choosing featured group buying deals, we take such factors into consideration and offer deals that attract a critical mass of subscribers the local merchants desire.

Case Study: Sushi Buffet at Tian Lu Sushi Shops in Tianjin

        The Merchant:    Tian Lu Sushi is a premier sushi shop in Tianjin. It has eight chain stores in local areas and one of the stores had just opened for business in a newly developed shopping center. It needed advertising to bring in new customers.

        The Deal:    On April 26, 2011, our website showed the following deal in Tianjin that offered a RMB114 sushi buffet including soft drinks for RMB49, a 57% discount. The Wowo Coupon could be redeemed at any of the eight stores of Tian Lu Sushi. We offered to our subscribers the same price as what we paid to Tian Lu Sushi for each coupon that was redeemed. We entered into this deal with Tian Lu Sushi as a means to introduce our merchant services to and develop a long-term partnership with Tian Lu Sushi.

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        The Results:    Over 4,000 Wowo Coupons were sold within three days. We did not generate gross profit or incur loss on this deal. The store manager was extremely pleased with the number of new customers we brought to the stores within a short period of time. Subsequently, the merchant client offered two more group buying deals through us, one in May 2011 and another in June 2011. As of June 30, 2011, over 6,000 purchasers of Wowo Coupons on Tian Lu Sushi's group buying deals signed up for memberships offered by Tian Lu Sushi.

Case Study: Bengons Bakery in Tianjin

        The Merchant:    Bengons Bakery is a local bakery and has five stores throughout Tianjin urban area. Its brand is relatively new to consumers. The stores do not have on-site computers due to space limitations at the cashier table. Bengons wishes to use group buying to promote its brand.

        The Deal:    On August 24, 2011, our website featured the following deal in Tianjin that offered a RMB6.8 Wowo Coupon that can be redeemed for any products with a face value of RMB10 at Bengons stores between August 26, 2011 and September 16, 2011.

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        The Results:    Over 40,000 Wowo Coupons were sold. On August 29, 2011 alone, over 10,000 Wowo Coupons were redeemed. We installed GEMs at each Bengons store to expedite the coupon verification process. The GEMs greatly shortened coupon verification time and our subscribers avoided long waiting time at the cashier. Both our subscribers and Bengons were satisfied with the deal experience. In addition, Bengons gained valuable market information such as at which store our subscribers redeemed the Wowo Coupons. This information allowed Bengons to plan store-specific promotions subsequently through our database to a subset of group buying customers we have helped to attract to its stores. Our cost of revenues for each Wowo Coupon of this deal was RMB6.5, resulting in a gross profit of RMB12,153.

Wowo Platform

        Because local merchants value the focused attention of our subscribers, Wowo Tuan only offers a limited number of new deals per day per city or, for a large metropolitan area, per district. However, when our subscribers come to Wowo Tuan to look for a specific type of deal, they may not find such type of deal on a given day or at the proximity of their locations. To provide our subscribers with more varieties and choices, we have recently launched Wowo Platform. Wowo Platform is an open platform where group buying companies and commissioned agents may place their daily group buying deal offerings. Local merchants can initiate and upload their promotional deals such as e-coupons to Wowo Platform through our GEM system. Wowo Platform offers several search functions for consumers to find a deal for the exact type of product or service they seek. By the fourth quarter of 2011, we plan to launch LBS through which our subscribers can access and search group buying deals available on Wowo Platform on a typical day.

Our Guest Electronic Management System

        We recently developed the GEM system which consists of a table-top hardware device that is installed at a local merchant's cashier as well as a web-based application that a local merchant may access through the Internet. GEM is connected to our central servers via the Internet or the 3G wireless network. GEM provides two important functions to our local merchant clients who offer group buying deals on our website. First, GEM enables immediate coupon verification when our subscribers redeem Wowo Coupons with the local merchants. When popular group buying deals such as discounted movie tickets are redeemed, customers may wait in line for a long time while cashiers verify the coupon security code with the group buying service provider. GEM can complete the coupon verification within seconds thereby greatly reducing queue time. Second, GEM provides local merchants with interactive marketing capability for tracking user redemption activities. Through our centralized server, the local merchants may reach such existing customers with follow-up deals or promotions after their group buying deals on Wowo Tuan are completed.

        The key hardware components include a numerical key board, a two-dimensional barcode reader, a touch screen and a small printer.

        When a subscriber purchases a Wowo Coupon, an SMS message is sent to the subscriber's mobile phone. The message contains coupon information, the description of the goods or services purchased, a two-dimensional barcode and a back-up security code. When redeeming the Wowo Coupon, a

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subscriber can simply swipe the two-dimensional barcode on the GEM and the coupon verification is completed within seconds. In case of unexpected network failure, the local merchant may always use our service hotline to verify the Wowo Coupons with the back-up security code.

An Illustration of Two-dimensional Barcode

        The main function of our web-based software is to provide interactive marketing solutions to our merchant clients. After the expiration of a featured Wowo Coupon, the local merchant may continue to use our software to send promotional messages to group buying customers through our centralized server. We plan to offer additional interactive marketing solutions to our merchant clients to enable them to reach new customers using our data mining technology.

Our Consolidated Affiliated Entities

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. Beijing Wowo Tuan typically forms a new entity first and transfers 49% or less of the equity interest of the new entity to the selling shareholders of the local group buying businesses as considerations for their continuing employment with the new entity as executives for a certain number years after the date of acquisition. During the term of their employment, those shares transferred to the selling shareholders are restricted from transfer to third-parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders terminate their employment before the end of the required employment period. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions."

        This strategy allows us to quickly establish a leadership presence in selected local markets by teaming up with the best local talents. In identifying these local operating teams, we evaluated nearly 300 different local group buying businesses throughout China. Our selection of these teams was based on their local market position and quality of management.

        We provide the local operating teams with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquire their in-depth knowledge of the local community and culture, their dedicated sales team and established subscriber database.

Our Subscribers and Subscriber Acquisition

        Our subscriber base at 55tuan.com has increased significantly from approximately 0.4 million as of December 31, 2010 to approximately 2.8 million as of June 30, 2011, due to our organic growth as well as the acquisition of subscribers from the local group buying service providers.

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        We grow our subscriber base through word-of-mouth and online and other marketing initiatives. In the first six months of 2011, offline marketing programs, including digital outdoor media advertisements, bus advertisements and metro walkway advertisements, accounted for the majority of our advertising activities. Our marketing strategy in the early development stage of the group buying industry is to build brand awareness among consumers and local merchants. As our subscriber base continues to grow, we are spending an increasingly larger part of our advertising budget on online marketing programs such as search engine marketing, group buying portal marketing, Internet display advertisements, online promotional activities and most importantly, email direct marketing, or EDM. We believe that going forward, online marketing and our EDM operation will account for most of our advertising spending. We have invested and will continue to invest in data mining technology in order to provide the most relevant information to our subscribers through EDM.

        We also distribute our coupon deals through our online affiliates, mobile messaging applications and social networks. For example, in June 2011, we entered into a distribution agreement with Tencent to increase our reach to online consumers in China.

Our Merchant Clients

        The group buying deals we offer to our subscribers are provided by our local merchant clients. We typically do not enter into long-term contractual relationships with our local merchant clients. Our merchant consultants are responsible for developing and maintaining deal-based cooperative relationships with our local merchant clients. Our merchant clients are from a wide range of retail and service industries, including restaurants, hotels, beauty products merchants and life style products and services providers. Since the inception of our business on March 20, 2010 to June 30, 2011, we had served approximately 14,000 local merchant clients in 146 cities throughout China. Having a large number and a wide variety of merchant clients enable us to continue to offer high-quality group buying deals to our subscribers on a daily basis.

Our Operations

        Our organization is built to serve the needs of our subscribers and our local merchant clients. Besides administrative personnel, our operation teams include:

        Merchant Consultants.    We believe that maintaining strong relationships with our local merchant clients is critical to the long-term success of our business model. We have built a team of over 2,800 merchant consultants nationwide to develop cooperative relationships with new merchant clients and serve our existing merchant clients. Our merchant consultants are based in each local market where we operate and are responsible for providing innovative sales and marketing solutions to our local merchant clients. We place particular emphasis on our merchant consultants' local and specialized knowledge. Our merchant consultants know the local community they serve and can speak the local dialect with the local merchant clients. In addition, each merchant consultant typically focuses on a few particular business sectors, and is able to provide valuable advices to local merchants on operations and advertising strategy in his specialized business sectors.

        Quality Control Staff and Merchant Service Representatives.    Our quality control department is responsible for checking the quality of the local merchant services prior to the signing of a group buying contract and for ensuring subscriber satisfaction when they redeem Wowo Coupons. Once a contract for a group buying deal is signed, one of our merchant service representatives visits the local merchant client to introduce our services and provides a plan for the Wowo Coupon redemption process. The merchant consultant on the deal also assists the merchant before, during and after the entire coupon redemption period.

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        Editorial Staff.    As local merchants in China are typically not experienced in producing high quality marketing materials on their own, our editorial department works with them to create editorial descriptions and graphic designs for the group buying deals we feature on our websites. Our editorial staff include designers who create the web presentation and descriptive content of the featured deal and professional photographers who take pictures for the web presentation at the merchants' sites. We have implemented a strict internal control and review process to ensure the quality of the content shown on our websites. Because of the cultural diversity in China, our editorial staff is based locally in the cities in which we operate, and is capable of producing editorial content based on the local culture and dialect.

        Customer Service Representatives.    Our customer service representatives in our call centers are available via phone or e-mail 24 hours a day. We have two centralized locations for our call center services, in Rizhao, Shangdong Province and in Beijing. Our customer service team provides a variety of services such as complaint processing, service or product refunds and general information services.

        Technology.    We have a team of engineers with various expertise to support our websites and our GEM operations. We devote significant resources to improve the functions of our website and create new social functions to improve the subscriber experience. By providing the most relevant discount information to our subscribers through targeted EDM using data mining technology, we can increase the efficiency of the marketing campaigns we host for our subscribers.

        Local Logistics Staff.    We outsource most of our product deliveries to local logistics companies. We offer group buying of retail goods as a means to increase subscriber stickiness to our website. As of June 30, 2011, we employed 68 local logistics personnel.

Network Security

        Our data center serves the important functions of supporting transactions on our websites. We have installed a disaster-recovery system at a separate location as a backup plan in case of unexpected network failures. We use leading commercial antivirus and firewall technology to protect and maintain the systems located at our data center, our offices and our local merchant clients. We use leading encryption technology to protect the safety of our data during data transmission. We have designed our website to be always available and secured using a variety of proprietary software and commerically available tools. We believe our network infrastructure is scalable and can support our growing subscriber base and transaction volume.

Competition

        The group buying business is an emerging market in China, characterized by both fast growth and intense competition. Currently, according to the latest issue of the Tuan800 Report, there were approximately 5,000 group buying service businesses in China as of August 31, 2011. We compete with other group buying platform providers, such as Lashou.com, Meituan.com, and Manzuo.com, for online user traffic. The group buying business has a low entry barrier. However, like many other Internet-based businesses, we anticipate online users will gradually converge to well-known brands, and smaller service providers will not have the subscriber bases large enough to compete with larger players for local merchants.

        We have benefited from the ongoing consolidation in the industry as capital and customers are converging to the few largest operators, and have emerged as one of the market leaders and a nationwide operator. According to the latest issue of the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services.

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        We believe we are well positioned to take advantage of the industry consolidation trend to maintain our leading position in the industry. Our ability to maintain our position and market share depends on many factors, such as:

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quality of merchant clients' goods and services and subscriber satisfaction;

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our ability to retain and expand subscriber base and merchant client network;

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the number and variety of group buying deals we are able to offer;

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our reputation and brand recognition relative to our competitors; and

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the continued growth of the economy in China in general and the online service industry in particular.

        Our strong local presence and dedication to merchant services will help us continue to provide high quality group buying deals to our subscribers. Our Wowo Platform is complementary to our featured deals and will provide a great variety of group buying deals to our subscribers on a daily basis. Our GEM service is unique among group buying service providers in China and will help to improve and solidify our partnerships with local merchant clients and enhance our brand recognition among local merchants.

        As a form of advertising and marketing service, we also compete with other traditional and new media advertising and marketing firms for advertising budgets. We believe our well targeted marketing solutions will continue to gain traction with local merchants. See "Risk Factors—Risks Relating to Our Business and Industry—We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations."

Employees

        Our ability to retain experienced management and employees is critical to the success of our business. As of June 30, 2011, we had a total of 4,829 employees, consisting of 2,804 merchant consultants, 387 administrative and operational staff, 338 editorial staff, 239 customer service representatives, 185 quality control and merchant service representatives, 93 engineers in our technology department, 68 local logistics personnel, and 715 employees at our consolidated affiliated entities. The number of our employees has grown significantly to support the growth of our business since our inception.

        Because we aim to build one of the largest online businesses in China, we are highly committed to systematic and on-going employee training. Our internal training program, known as "Wowo University," offers our employees regular trainings in a wide variety of subjects such as industry review, business development skills, corporate culture building and case studies.

        The remuneration package of our employees includes salary, sales commissions and employee stock option programs. In accordance with applicable regulations in China, we participate in a number of social insurance schemes, namely, a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a personal injury insurance plan, and maternity insurance and a housing reserve fund for the benefit of all of our employees. We have not experienced any material labor disputes or disputes with the labor department of the PRC government since our inception.

Intellectual Property

        As of June 30, 2011, we had received notification of the acceptance of trademarks issued by the Trademark Office of the State Administration for Industry and Commerce on 20 of our applications, and we had registered 23 domain names, including 55tuan.com and 55.cn.

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Facilities

        Our executive offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, China and occupy a total of 4,839 square meters. We lease our premises from unrelated third parties. In addition, we have leased office space in local cities in which we operate.

Legal Proceedings

        We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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REGULATIONS

        This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

        As the online services industry is at an early stage of development in China, new laws and regulations may be adopted from time to time that will require us to obtain additional licenses and permits in addition to those that we currently have, and will address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future Chinese laws and regulations applicable to the online services industry. See "Risk Factors—Risks Relating to Doing Business in China."

Regulation on Telecommunication and Internet Information Services

        The telecommunication industry, including the Internet sector, is highly regulated in China. Regulations issued or implemented by the State Council of China, the MIIT, and other relevant government authorities cover many aspects of the operation of telecommunication and Internet information services, including entry into the telecommunication industry, the scope of permissible business activities, licenses and permits for various business activities and foreign investment.

        The principal regulations governing the telecommunication and Internet information services that we provide in China include:

        Telecommunication Regulations (2000), or the Telecom Regulations.    The Telecom Regulations categorize all telecommunication businesses in the PRC as either "basic" or "value-added." Value-added telecommunication services are defined as telecommunication and information services provided through public network infrastructures. The "Catalog of Telecommunication Business," an attachment to the Telecom Regulations and updated by the MIIT's Notice on Adjusting the Catalog of Telecommunication Business effective from April 1, 2003, categorizes various types of telecommunication and telecommunication-related activities into basic or value-added telecommunication services. According to the "Catalog of Telecommunication Business", Internet information services, or ICP services, such as the operations of Wowo Tuan and Wowo Platform websites, are classified as value-added telecommunication businesses. Under the Telecom Regulations, commercial operators of value-added telecommunication services must first obtain an operating license for value-added telecommunication services, or the ICP license, from the MIIT or its provincial level counterparts.

        Administrative Measures on Internet Information Services (2000), or the Internet Measures.    According to the Internet Measures, a commercial Internet information service operator must obtain an ICP license from the relevant government authorities before engaging in any commercial Internet information service within China. When the Internet information service involves news, publications, education, medicine, health, pharmaceuticals, medical equipment and other industries and if required by law or relevant regulations, prior approval from the respective regulating authorities must be obtained prior to applying for the ICP license from MIIT or its local branch at the provincial level. Moreover, an Internet information service operator must display its ICP license number in a conspicuous location on its website and must monitor its website to remove categories of harmful content that are broadly defined. Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. Currently, Beijing Wowo Tuan and Kai Yi Shi Dai, two of our PRC consolidated affiliated entities, hold the ICP licenses necessary for the operation of our www.55tuan.com and www.jieshi.com websites each issued by Beijing Communications Administration, a local branch of the MIIT. Our ICP

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licenses will expire in July 2015 and June 2016 respectively and we will renew such licenses prior to their respective expiration date. In addition, as a result of our recent acquisitions we are in the process of merging into Wowo Tuan seven websites operated by our consolidated affiliated entities which have not received ICP licenses. See "Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies."

        Regulations for Administration of Foreign-Invested Telecommunication Enterprises (2008, revised), or the FITE Regulations.    The FITE Regulations set forth detailed requirements with respect to, among others, capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunication enterprise. Under the FITE Regulations, a foreign entity is prohibited from owning more than 50% of the total equity interest in any value-added telecommunication service business in China and the major foreign investor in any value-added telecommunication service business in China is required to have a good track record in such industry. Due to such restrictions and requirements, we operate our businesses through the contractual arrangements between our PRC subsidiary, Wowo Shi Jie, and our consolidated affiliated entities.

        Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunication Business (2006).    Under this circular, a domestic PRC company that holds an ICP license is prohibited from leasing, transferring or selling the ICP license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that engaged in value-added telecommunication business illegally in China. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunication services are required to be legally owned by such company and/or its shareholders. In addition, such company's operating premises and equipment should comply with its approved ICP license, and such company should establish and improve internal Internet and information security policies and standards and emergency management procedures. To comply with this circular, Beijing Wowo Tuan and Kai Yi Shi Dai, which respectively hold the ICP licenses necessary for the operation of our www.55tuan.com and www.jieshi.com websites, own the related domain names, and Beijing Wowo Tuan is in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. See "Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies."

        Under various laws and regulations governing ICP services, ICP service operators are required to monitor their websites. They may not produce, duplicate, post or disseminate any content that falls within prohibited categories and must remove any such content from their websites, including any content that:

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opposes the fundamental principles determined in China's Constitution;

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compromises state security, divulges state secrets, subverts state power or damages national unity;

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harms the dignity or interests of the State;

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incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

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sabotages China's religious policy or propagates heretical teachings or feudal superstitions;

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disseminates rumors, disturbs social order or disrupts social stability;

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propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;

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insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

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includes other content prohibited by laws or administrative regulations.

        The PRC government may shut down the websites of ICP license holders that violate any of such content restrictions and requirement, revoke their ICP licenses or impose other penalties pursuant to applicable law.

Regulations Relating to Privacy Protection

        As an Internet content provider, we are subject to regulations relating to the protection of privacy. Under the Internet Measures, Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes on the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. We believe that we are currently in compliance with these regulations in all material aspects.

Regulations Relating to Taxation

        In January 2008, the New EIT Law took effect. The New EIT Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the New EIT Law and the Implementation Rules, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign enterprise investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate.

        Under the New EIT Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident enterprises" indicated that dividends and other income paid by such PRC "resident enterprises" may be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities.

        Under the Implementation Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in China will be classified as PRC resident enterprises if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal, and minutes of board meetings and shareholders' meetings; and half or more of the senior management or directors having voting rights. The only detailed guidance currently available for the definition of "de facto management body" as well as the determination of offshore incorporated PRC tax resident and its administration are set forth in two notices, i.e. Circular 82 and Circular 45, issued by the PRC State Administration of Taxation, or the Circulars, which provide guidance on the administration as well as determination of the tax residency status of a Chinese controlled offshore incorporated enterprise, defined as an enterprise that

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is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as competent tax authorities. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, the payer should not withhold 10% income tax when paying the Chinese-sourced dividends, interest, royalties, etc. to the Chinese controlled offshore incorporated enterprise. Although the Circulars only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria and administration clarification made in the Circulars may reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and the administration measures should be implemented.

        See "Risk Factors—Risks Related to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders."

Regulations on Dividend Distribution

        Wholly foreign-owned companies in China, such as our PRC subsidiary, Wowo Shi Jie, may pay dividends only out of their accumulated profits after tax as determined in accordance with PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the commercial banks. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective accumulated profits after-tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the wholly foreign-owned company's registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to other funds at their discretion. These statutory reserve funds and other funds are not distributable as cash dividends.

Regulations Relating to Labor

        Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

        An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts with certain exceptions. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain exceptions. Except where the employer

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proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall be compensated at three times their normal salaries for each waived vacation day.

        Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. The aforesaid measures are reiterated in the Social Insurance Law of China effective in July 2011, which stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance, occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

        We have not experienced any material labor dispute or disputes with the labor department of the PRC government since our inception.

Regulations on Foreign Exchange

SAFE Circular 75

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or central SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by PRC citizens or residents. In addition, such PRC citizens or residents must amend their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply, the onshore subsidiaries are required to report the noncompliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most

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of our PRC citizen or resident beneficial owners have completed initial registration with the local counterpart of SAFE in Beijing, and will apply for updated registration under SAFE Circular 75. The rest of our PRC shareholders and beneficial owners will also apply for foreign exchange registrations with the relevant local counterparts of SAFE under SAFE Circular 75. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with and will in the future make or obtain any applicable registrations or approvals required by SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "Risk Factors—Risks Relating to Doing Business in China—A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition."

Employee Stock Option Plans

        In December 2006, the People's Bank of China promulgated the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Regulations, setting forth the requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under the current account and the capital account. In January 2007, SAFE issued the implementation rules for the Individual Foreign Exchange Regulations which, among other things, specified the approval and registration requirement for certain capital account transactions such as a PRC citizen's participation in employee share ownership and share option plans of overseas listed companies.

        On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals' Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or any other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. Under the Foreign Currency Administration Rules, as amended, the foreign exchange proceeds of domestic entities and individuals can be remitted into China or deposited abroad, subject to the terms and conditions to be issued by SAFE. However, the implementation rules in respect of depositing the foreign exchange proceeds abroad have not been issued by SAFE. Currently, the foreign exchange proceeds from the sales of shares or dividends distributed by the overseas-listed company can be converted into RMB or transferred to such individuals' foreign exchange savings account after the proceeds have been remitted back to the special foreign currency account opened at the PRC domestic bank. If share options are exercised in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to special foreign currency accounts. We and our PRC citizen employees who have been granted share options will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. See "Risk Factors—Risks Relating to Doing Business in China—A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions."

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Regulation on Overseas Listings

        On August 8, 2006, six PRC regulatory agencies, including the CSRC, jointly promulgated the 2006 M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. Under the 2006 M&A Rules, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange.

        Although the application of the 2006 M&A Rules remains unclear to a certain extent, we believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that we are not required to obtain CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market. There remains some uncertainty as to how this regulation will be interpreted or implemented in the context of an overseas offering. If the CSRC or another PRC regulatory agency subsequently determines that approval is required for this offering, we may face sanctions by the CSRC or another PRC regulatory agency. See "Risk Factors—Risk Factors Relating to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs."

        The 2006 M&A Rules also establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. See "Risk Factors—Risks Factors Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

Regulation on Security Review System

        On February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information services, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors effective as of September 1, 2011, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides for that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that the abovesaid security review regulations do not apply to the listing and trading of our ADSs on the Nasdaq Global Market, given that we do not conduct any merger or acquisition that would subject us to the requirements of the security review regulations. We may expand our business in part by acquiring complementary businesses which may be affected by the aforesaid regulations. See "Risk Factors—Risks Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

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Product Quality Law of China

        Pursuant to the Product Quality Law of China promulgated by the National People's Congress Standing Committee in 1993 and amended in 2000 and 2009 respectively, a seller must establish and practice a check-for-acceptance system for replenishment of his stock, and examine the quality certificates and other marks and must also adopt measures to keep the products for sale in good quality. Violation of the Product Quality Law of China may result in various penalties, including the imposition of fines, suspension of business operations, revocation of business licenses and criminal liabilities.

Consumer Protection Law

        The Consumer Protection Law of China, which was promulgated by the National People's Congress Standing Committee on October 31, 1993, and became effective on 1 January 1994, prescribes that businesses like ours must comply with laws and regulations in relation to personal safety and protection of property, and customers must be provided with truthful information on the goods and services. Consumers who suffer personal injury or property damage due to product defects may demand compensation from either the manufacturer or the seller.

Tort Liability Law

        Pursuant to the Tort Liability Law of China which was promulgated by the National People's Congress Standing Committee on December 30, 2009 and became effective on July 1, 2010, producers are liable for damages caused by defects in their products and sellers are liable for damages attributable to their fault. If the defects are caused by the fault of third parties such as the transporter or storekeeper, producers and sellers are entitled to claim for compensation from these third parties after paying the compensation amount. The producers and sellers are obligated to take remedial measures such as issuing warnings or recalling the products in a timely manner if defects are found in products that are in circulation. If the products are manufactured and sold with known defects that cause death or severe personal injury to others, the injured person has the right to claim punitive compensation.

Online Commodities Trading and Relevant Services Laws and Regulations

        Interim Measures for the Administration of Online Commodities Trading and Relevant Services was promulgated by the State Administration of Industry and Commerce on May 31, 2010 and became effective on July 1, 2010. This interim measure regulates online commodities trading and relevant services engaged in by online commodity vendors and online service providers like us. Pursuant to the interim measure, legal persons, other economic organizations or sole proprietors that have registered with the administrative department in charge of industry and commerce and obtained business licenses shall, when engaging in online commodities trading and relevant services, make available to the public the information stated in their business license or the link to their business license online at a conspicuous place on their homepages or the websites where their online stores are located. Violations of the foregoing provisions are subject to a warning and order to make rectifications within a specified time limit, and in case of failure to rectify the wrongdoing within the specified time limit, a fine of no more than RMB10,000 may be imposed.

Regulation on Property Lease

        In December 2010, the Ministry of Housing and Urban-Rural Development issued the Administrative Measures for Leasing of Commodity Housing effective as of February 1, 2011. According to the Administrative Measures for Leasing of Commodity Housing, the landlords and tenants are required to enter into lease contracts which must contain specified provisions, the floor

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area per tenant may not be less than the minimum living space stipulated by the local government where the building is located, no kitchens, lavatories, balconies or basement storerooms should be rented out as residence, and the lease contract should be registered with the relevant construction or property authorities at municipal or county level within 30 days after its conclusion. If the lease contract is extended or terminated or if there is any change to the registered items, the landlord and the tenant are required to effect alteration registration, extension of registration or deregistration with the relevant construction or property authorities within 30 days after the occurrence of the extension, termination or alteration. We lease all of the premises used for our offices pursuant to leasing agreements. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. See "Risk Factors—Risks Relating to Our Business and Industry—Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations."

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth certain information relating to our directors and executive officers upon closing of this offering. The business address of each of our directors and executive officers is Building No. 9, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China.

Directors and Executive Officers	Age		Position/Title
Maodong Xu		43	Chairman of the Board of Directors, Chief Executive Officer
Wenjiang Chen		42	Director
Daniel Mingdong Wu		45	Director, Chief Financial Officer
Michael Guangyu Lv		40	Director, Chief Operating Officer

        Mr. Maodong Xu has served as the chairman of our board of directors and the Chief Executive Officer since December 2010. Mr. Xu is the founder of L-Mobile Media Technology Co., Ltd., a leading wireless advertising service company in which Telstra acquired a majority stake in 2009. Between 2006 and 2008, Mr. Xu served as a senior vice president of Focus Media Limited after Focus Media acquired Dotad Media Limited, a China-based wireless advertising service provider founded by Mr. Xu in 2005. Mr. Xu was also the founder and CEO of Qilu Supermarket, one of the largest chain supermarkets in Shandong province in late 1990s. Mr. Xu received a bachelor's degree from Wuhan University of Technology in 1990.

        Ms. Wenjiang Chen has served as our non-executive director since May 2011. Since January 2006, Ms. Chen has been serving as the Partner of CDH Venture. From February 2001 to December 2005, she served as assistant vice president of Walden International Investment Group. From February 2000 to January 2001, Ms. Chen served as manager of the research department of China International Capital Corporation Limited. Prior to that, Ms. Chen was an investment manager of China Light Industry Fund from August 1993 to April 1998. Ms. Chen obtained a bachelor degree in International Economy from Renmin University of China in July 1992, and obtained a MBA degree from China Europe International Business School in December 1999.

        Mr. Daniel Mingdong Wu has served as our chief financial officer since January 2011. Mr. Daniel Wu has served as our director since August 4, 2011. Mr. Wu has served as a director of VanceInfo Limited since 2006. From 2009 to 2011, Mr. Wu served as a venture partner at SAIF Partners, a leading private equity firm in China. Mr. Wu served as the chief financial officer of Focus Media Limited, China's largest digital media group, between 2005 and 2009. Mr. Wu served as the chief financial officer of Harbor Networks Limited in 2004. Prior to that, he worked in media and technology investment banking in New York and Hong Kong for Merrill Lynch & Co., Inc. and Lehman Brothers Holdings Inc. Mr. Wu received a MBA degree from Columbia Business School in 1996 and a bachelor's degree (summa cum laude) from State University of New York at Buffalo in 1988.

        Mr. Michael Guangyu Lv has served as our chief operating officer and director since September 13, 2011. Prior to joining us, Mr. Lv had served at various positions, including regional manager and vice president of B2B International Business Department at Alibaba.com, a public company listed in Hong Kong, from December 2004. From December 1999 to December 2004, Mr. Lv served at various positions at Avon (China) Co., Ltd. Mr. Lv received a bachelor's degree from Chongqing University in 1993.

Duties of Directors

        Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their

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duty of care to us, our directors must ensure compliance with our                amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

        The functions and powers of our board of directors include, among others:

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convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

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issuing authorized but unissued shares;

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declaring dividends and distributions;

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exercising the borrowing powers of our company and mortgaging the property of our company;

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approving the transfer of shares of our company, including the registering of such shares; and

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exercising any other powers conferred by the shareholders' meetings or under our        amended and restated memorandum and articles of association.

Terms of Directors and Executive Officers

        We will initially have                directors,                 of whom will be independent directors, on our board of directors upon the closing of this offering. Any director on our board may be removed by way of an ordinary resolution of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by the affirmative vote of a majority of the remaining directors. All of our directors hold office until the next annual general meeting of shareholders or until their successors have been duly elected and qualified. Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by our board of directors, in which case such director holds office until the next following annual shareholders meeting.

        All of our executive officers are appointed by and serve at the discretion of our board of directors. Our executive officers are elected by and may be removed by a majority vote of our board of directors.

Board Committees

        Our board of directors will establish an audit committee and a compensation committee.

Audit Committee

        Our audit committee will initially consist of                ,                 and                .                 will be the chairman of our audit committee.                satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.                and                 satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350 and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

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selecting the independent auditor;

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pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

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annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

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•

setting clear hiring policies for employees and former employees of the independent auditors;

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reviewing with the independent auditor any audit problems or difficulties and management's response;

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reviewing and approving all related party transactions on an ongoing basis;

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reviewing and discussing the annual audited financial statements with management and the independent auditor;

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reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

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reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

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discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

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reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

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discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

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timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

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establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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annually reviewing and reassessing the adequacy of our audit committee charter;

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such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

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meeting separately, periodically, with management, internal auditors and the independent auditor; and

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reporting regularly to the full board of directors.

Compensation Committee

        Our compensation committee will initially consist of        ,        , and        .        is the chairman of our compensation committee.        and        satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350.

        Our compensation committee is responsible for, among other things:

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reviewing and approving our overall compensation policies;

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reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors, and determining our Chief Executive Officer's compensation level based on this evaluation;

•

determining the compensation level of our other executive officers;

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•

making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation plans;

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administering our equity-based compensation plans in accordance with the terms thereof; and

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such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Corporate Governance

        Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We will make our code of ethics and our code of conduct publicly available on our website.

        In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our        amended and restated memorandum and articles of association.

Remuneration and Borrowing

        [The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.]

Qualification

        [There is no requirement for our directors to own any shares in our company in order for them to qualify as a director.]

Employment Agreements

        We have entered into employment agreements with each of our executive officers. We may terminate an executive officer's employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, willful misconduct to our detriment or a failure to perform agreed duties. We may also terminate an executive officer's employment under certain conditions, including, but not limited to, incapacity or disability of the officer, by a one-month prior written notice. An executive officer may terminate his or her employment with us for cause, at any time for certain reasons, or by a one-month prior written notice.

        Our executive officers have also agreed not to engage in any activities that compete with us, or to directly or indirect solicit the services of our employees, during employment or for a period of two years after termination of employment. Each executive officer has agreed to hold in strict confidence any confidential information or trade secrets of our company. Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our company as well as all material corporate and business policies and procedures of our company.

Compensation of Directors and Executive Officers

Share Incentive Plan

        We have adopted our 2011 share incentive plan to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of our business. The 2011 share incentive plan provides for the grant of options, restricted shares and

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other share-based awards, collectively referred to as "awards." Our board of directors has authorized the issuance of ordinary shares of up to 10% of the issued and outstanding share capital of our company from time to time.

        Plan Administration.    Our compensation committee, or prior to such committee's formation, our board of directors, will administer the 2011 share incentive plan. The committee or the full board of directors, as appropriate, will determine the participants to receive awards, the type and number of awards to be granted, and the terms and conditions of each award grant.

        Award Agreements.    Awards granted under our 2011 share incentive plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Unless specifically approved by our board of directors, the purchase price per share of an option shall not be less than 100% of the fair market value of the shares on the date of grant.

        Transfer Restrictions.    The right of a grantee in an award granted under our 2011 share incentive plan may not be transferred in any manner by the grantee other than by will or the laws of descent and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee.

        Option Exercise.    The term of options granted under the 2011 share incentive plan may not exceed five years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of ordinary shares underlying the option may include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any combination of the foregoing methods of payment.

        Acceleration upon a Change of Control.    If a change of control of our company occurs, (i) the compensation committee may determine that any outstanding unexercisable, unvested or lapsable awards shall automatically be deemed exercisable, vested and not subject to lapse immediately prior to the event triggering the change of control and (ii) the compensation committee may cancel such awards for fair value, provide for the issuance of substitute awards or provide that for a period of at least 15 days prior to the event triggering the change of control, such options shall be exercisable and that upon the occurrence of the change of control, such options shall terminate and be of no further force and effect.

        Termination and Amendment.    Unless terminated earlier, our share incentive plan will expire after five years. Our board of directors has the authority to amend or terminate our share incentive plan subject to shareholder approval to the extent necessary to comply with applicable laws. Shareholders' approval is required for any amendment to the 2011 share incentive plan that (i) increases the number of ordinary shares available under the 2011 share incentive plan or changes the maximum number of shares for which awards may be granted to any participant, or (ii) diminishes any of the rights of the participant under any award previously granted to such participant under the plan without such participant's consent.

        The table below sets forth, as of the date of the prospectus, the options that we granted to our directors and executive officers, under our 2011 share incentive plan:

Name	Options Awarded		Exercise Price or Purchase Price (US$/Share)		Date of Grant		Date of Expiration
Maodong Xu		2,700,000		0.4		February 1, 2011		January 31, 2016
Other individuals as a group		24,740,770		Various prices		Various dates		Various dates
Total		24,740,770

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information as of the date of this prospectus with respect to the beneficial ownership of our ordinary shares, by:

•

each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•

each of our directors and executive officers.

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The percentage of beneficial ownership for each of the persons listed below is determined by dividing (i) the number of ordinary shares beneficially owned by such person, including ordinary shares such person has the right to acquire within 60 days after the date of this prospectus, by (ii) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within 60 days after the date of this prospectus. The total number of ordinary shares outstanding as of the date of this prospectus is 380,715,708, assuming the conversion of all outstanding Series A-1 and Series A-2 Preferred Shares into ordinary shares at a conversion ratio of one preferred share to one ordinary shares. The total number of ordinary shares outstanding after completion of this offering will be                , assuming no change in the number of ADSs offered by us as set forth on the cover page of this prospectus. The underwriters may choose to exercise the over-allotment option in full, in part or not at all.

	Shares Beneficially Owned Prior to This Offering					Shares Beneficially Owned After This Offering
	Number		Percent			Number	Percent
Directors and Executive Officers*:
Maodong Xu(1)		226,105,708		59.4	%
Wenjiang Chen		—		—
Daniel Mingdong Wu(2)		13,175,050		3.5	%
Michael Guangyu Lv(3)		10,140,342		2.7	%
Principal Shareholders:
CDH Barley Limited(4)		30,803,678		8.1	%
Tianyou Investment Limited(5)		24,117,578		6.3	%

*

The address of our directors and executive officers is 108 Yi Beiyuan Road, North America Business Center, Beijing 100012, China.

(1)

representing (i) 11,286,619 ordinary shares owned by Link Crossing Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands and (ii) 214,819,089 ordinary shares owned by New Field Worldwide Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(2)

representing 13,175,050 ordinary shares owned by Mountain Peak Enterprises Limited, a BVI company wholly owned by Daniel Mingdong Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(3)

representing 10,140,342 ordinary shares owned by Milky Way Development Limited, a BVI company wholly owned by Michael Guangyu Lv, the register address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

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(4)

representing 30,803,678 ordinary shares issuable upon conversion of 30,803,678 Series A-2 preferred shares owned by CDH Barley Limited, a British Virgin Islands company 100% beneficially owned by CDH Venture Partners II, L.P. CDH Venture GP II Company Limited, a Cayman Islands exempted limited liability company, is the general partner of CDH Venture Partners II, L.P. and has the power to direct CDH Venture Partners II, L.P. as to the voting and disposition of shares directly and indirectly held by CDH Venture Partners II, L.P. Ms. Chen Wenjiang is a member of the investment committee of CDH Venture GP II Company Limited. Ms. Chen Wenjiang disclaims beneficial ownership of any of the shares held by CDH Barley Limited except to the extent of her pecuniary interest therein. The mailing address of CDH Barley Limited is Kingston Chambers, P.O. Box 173, Road Town, British Virgin Islands.

(5)

including 16,194,332 ordinary shares and 7,923,246 ordinary shares issuable upon conversion of 7,923,246 Series A-2 Preferred shares owned by Tianyou Investment Limited, a BVI company wholly owned by Yongming Zhang, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

        As of the date of this prospectus, no ordinary share is held by record holder resident in the United States. Except as stated in the footnotes to the table above, we are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.

        None of our existing shareholders has voting rights that will differ from the voting rights of other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with Our Consolidated Affiliated Entities and Their Shareholders

        Due to certain restrictions under PRC law on foreign ownership of businesses engaged in Internet businesses, we conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Wowo Shi Jie, our consolidated affiliated entities in China, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao and their subsidiaries and shareholders. For a description of these contractual arrangements, see "Our History and Corporate Structure."

Related Party Loans and Other Payments

        Mr. Yunming Wang, a former shareholder of Beijing Wowo Tuan, owed us US$286,328 as of June 30, 2011 in connection with certain cash payment collected by Mr. Wang on behalf of Beijing Wowo Tuan before the acquisition of Beijing Wowo Tuan by Maodong Xu and Fang Zhou on December 31, 2010. The largest amount outstanding of this loan was US$286,328 on June 30, 2011.

        As of June 30, 2011, Beijing Baifen Tonglian Information Technology Co., Ltd., or Lmobile, company controlled by our chairman Mr. Maodong Xu, owed us US$147,204 in connection with cash pre-payment we made to Lmobile in connection with the short message services Lmobile provided to us for the notifications we sent to our subscribers through such services. The agreement was entered into at arm's-length and Lmobile charges us each short message at market price. The largest amount outstanding of this pre-payment was US$177,980.

        We owed Beijing Baifen Online Information Technology Co., Ltd., or Baifen Online, US$232,072 as of June 30, 2011 in connection with office space rental fee paid by Baifen Online on behalf of Beijing Wowo Tuan. The largest amount outstanding of this loan was US$232,072. We repaid the loan in full in July, 2011.

        All the amount due from/to related parties are unsecured, non-interest bearing and payable on demand.

Employment Agreements

        See "Management—Employment Agreements."

Share Options

        See "Management—Compensation of Directors and Executive Officers—Share Incentive Plan."

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DESCRIPTION OF SHARE CAPITAL

        We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, and the Companies Law (2010 Revision), as amended, of the Cayman Islands, which is referred to as the Companies Law below.

        As of the date of this prospectus, our authorized share capital was US$            consisting of US$            divided into            shares of par value of US$0.01 each, comprised of            ordinary shares,            Series A-1 Preferred Shares and            Series A-2 Preferred Shares. As of the date of this prospectus, there were             ordinary shares issued and outstanding. Upon the completion of this offering, we will have            ordinary shares issued and outstanding. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will consist of ordinary shares with a par value of US$            each and            preferred shares with a par value of US$            each.

        Our            amended and restated memorandum and articles of association will become effective upon completion of this offering. The following are summaries of material provisions of our            amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

        All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our            amended and restated memorandum and articles of association do not permit us to issue bearer shares.

Dividends

        The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Law and to the            amended and restated articles of association.

Voting Rights

        Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

        An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of votes cast attached to the ordinary shares. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association.

Transfer of Ordinary Shares

        Subject to the restrictions contained in our            amended and restated articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

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        Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•

the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

•

the instrument of transfer is in respect of only one class of ordinary shares;

•

the instrument of transfer is properly stamped, if required;

•

the ordinary shares transferred are fully paid and free of any lien in favor of us;

•

any fee related to the transfer has been paid to us; and

•

the transfer is not to more than four joint holders.

        If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

Register of Members

        Under the Companies Law, each company shall cause to be kept a register of members and there shall be entered therein

•

the names and addresses of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, the amount paid, or agreed to be considered as paid, on the shares of each member;

•

the date on which the name of any person was entered on the register as a member; and

•

the date on which any person ceased to be a member.

        Any company making default with the above requirement shall incur a penalty of ten Cayman dollars for every day during which the default continues; and every director or manager of the company who knowingly and willfully authorizes or permits such contravention shall incur the like penalty.

        If the name of any person is, without sufficient cause, entered in or omitted from the register of members of any company, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved or any member of the company or the company itself may, by motion to the Grand Court of the Cayman Islands, apply for an order that the register be rectified, and the Grand Court may either refuse such application with or without costs to be paid by the applicant or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sustained. The Grand Court may decide any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally, the Grand Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register.

        We will perform the procedures necessary to register the shares in our register of members as required under the Companies Law and our            amended and restated articles of association. The depositary will initially be included in our register of members as the only holder of the ordinary shares underlying the ADSs in this offering. The shares underlying the ADSs are validly issued, fully paid and non-assessable (meaning that no further sums are payable to the Company on the said shares). The

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entry of the name of a person in our register of members as a holder of our share is prima facie evidence that legal title in the share vests in that person.

Liquidation

        On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

        Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

        Subject to the provisions of the Companies Law and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variations of Rights of Shares

        If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

General Meetings of Shareholders

        [Shareholders' meetings may be convened by a majority of our board of directors or our chairman. Additionally, on the requisition of shareholders representing not less than [40]% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting.] Advance notice of at least ten days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Election and Removal of Directors

        Unless otherwise determined by the company in the general meeting, our            amended and restated articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.

        The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or, subject to authorization by the members in the general meeting, as an addition to the existing board, but so that the number of directors so appointed will not exceed any maximum number determined from time to time by the members in general meeting.

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        Our            amended and restated articles of association provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum are appointed by shareholders by a simple majority of the votes cast on the resolution.

        A director may be removed with or without cause by a shareholder resolution which has been passed by at least a simple majority of the votes cast by the shareholders having a right to attend and vote at such meeting provided that notice of the shareholders' meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than ten days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

Proceedings of Board of Directors

        Our            amended and restated articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for the board meeting may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

        Our articles provide that the board may from time to time at its discretion exercise all powers of the company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company and, subject to the Companies Law, issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Inspection of Books and Records

        [Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our            amended and restated articles of association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See "Where You Can Find More Information."]

Changes in Capital

        We may from time to time by ordinary resolution:

•

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

•

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

•

sub-divide our existing shares, or any of them into shares of a smaller amount; or

•

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

        We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

History of Securities Issuances

        The following is a summary of the securities issuances of Wowo Group Limited in the past and have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares.

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Ordinary Shares

        On March 8, 2011, Wowo Group Limited issued 16,194,332 ordinary shares to Mr. Yongming Zhang, for total consideration of US$8,006,085 in cash.

Preferred Shares

        On April 3, 2011, Wowo Group Limited issued 5,489,604 Series A-1 Preferred Shares to Zero2IPO China Fund II L.P., for total consideration of US$5,000,000 in cash.

        On May 25, 2011 and June 8, 2011, Wowo Group Limited issued 30,803,678 and 2,053,579 Series A-2 Preferred Shares to CDH Barley Limited and Zero2IPO China Fund II L.P., respectively, for total consideration of US$30,000,000 and US$2,000,000 in cash, respectively.

        On July 5, 2011, Wowo Group Limited issued 7,923,246, 5,133,946, 4,398,225, and 1,026,789 Series A-2 Preferred Shares to Mr. Yongming Zhang, Besto Holdings Limited, Mr. Xiangqing Lin and Mr. David Tse Young Chou, respectively, for total consideration of US$7,716,526, US$5,000,000, US$4,283,474, and US$1,000,000 in cash, respectively.

Option granted

        As of August 31, 2011, We have granted to certain of our directors, officers and employees options to purchase an aggregate of 24,740,770 ordinary shares. See "Management—Share Incentive Plan."

Exempted Company

        We are an exempted company with limited liability under the Companies Law of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

•

an exempted company's register of members is not open to inspection;

•

an exempted company does not have to hold an annual general meeting;

•

an exempted company may issue no par value, negotiable or bearer shares;

•

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•

an exempted company may register as a limited duration company; and

•

an exempted company may register as a segregated portfolio company.

        "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, we currently intend to comply with the Nasdaq Listing Rules in lieu of following home country practice after the closing of this offering. The Nasdaq Listing Rules require that every company listed on the Nasdaq Global Market hold an annual general

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meeting of shareholders. In addition, our            amended and restated articles of association allow directors to call an extraordinary general meeting of shareholders pursuant to the procedures set forth in our            amended and restated articles of association.

Differences in Corporate Law

        The Companies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States.

Mergers and Similar Arrangements

        A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company's articles of association.

        A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

        The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

        Save in certain circumstances, a dissenting shareholder of a Cayman constituent company is entitled to payment of the fair value of his or her shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

        In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors (representing 75% by value) with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•

the statutory provisions as to the required majority vote have been met;

•

the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

•

the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

•

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

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        When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

        If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders' Suits

        In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

•

a company acts or proposes to act illegally or ultra vires;

•

the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

•

those who control the company are perpetrating a "fraud on the minority."

Indemnification of Directors and Executive Officers and Limitation of Liability

        Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our            amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our            amended and restated memorandum and articles of association.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

        Some provisions of our                amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

        However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

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Directors' Fiduciary Duties

        Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

        As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Proposals

        Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

        There are no statutory requirements under Cayman Islands law allowing our shareholders to requisition a shareholders' meeting. However, under our                amended and restated articles of association, on the requisition of shareholders representing not less than 40% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings. However, our                amended and restated articles of association require us to call such meetings every year.

Cumulative Voting

        Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative

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voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. As permitted under Cayman Islands law, our                amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

        Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our                amended and restated articles of association, directors may be removed by ordinary resolution.

Transactions with Interested Shareholders

        The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

        Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

        Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

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        Under the Companies Law of the Cayman Islands and our                amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting.

Variation of Rights of Shares

        Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our                amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendment of Governing Documents

        Under the Delaware General Corporation Law, a corporation's certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our                amended and restated memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders.

Rights of Non-Resident or Foreign Shareholders

        There are no limitations imposed by our                amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our                amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

        Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

Registration Rights Under Investors' Rights Agreement

        Pursuant to our shareholders' agreement entered into in June 2011, we have granted certain registration rights to holders of our registrable securities, which include our Series A-1 and A-2 preferred shares and ordinary shares convertible from our preferred shares. Set forth below is a description of the registration rights granted under this agreement.

        Demand Registration Rights.    Holders of at least 20% of the registrable securities then outstanding have the right to demand that we file a registration statement covering the offer and sale of their securities. We, however, are not obligated to effect a demand registration if, among other things, we have already effected three demand registrations. We have the right to defer filing of a registration statement for up to 90 days upon reception of request from the initiating holders if our board of directors determine in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Piggyback Registration Rights.    If we propose to file a registration statement in connection with a public offering of securities of our company other than relating to any employee benefit plan or

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corporate reorganization, then we must offer each holder of the registrable securities the opportunity to include all or any part of their shares in the registration statement. We must use our reasonable best efforts to cause the underwriters in any underwritten offering to permit any such shareholder who so requests to include their shares. Such requests for registrations are not counted as demand registrations.

        Form F-3 Registration Rights.    When we are eligible for use of Form F-3, holders of at least 20% of the registrable securities then outstanding have the right to request in written form that we file a registration statement under Form F-3. We, however, are not obligated to effect a registration on Form F-3 if, among other things, we have already effected a registration within any six-month period preceding the date of the registration request. We have the right to defer filing of a registration statement for up to 90 days upon receipt of request from the initiating holders if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Expenses of Registration.    We will pay all expenses relating to any demand, piggyback or Form F-3 registration, except for underwriting discounts and commissions relating to the sale of registrable securities, unless, subject to a few exceptions, a registration request is subsequently withdrawn at the request of the holders of registrable securities.

        Termination of Our Obligation.    Notwithstanding the foregoing, we will have no obligations to effect the demand registration, piggyback registration and Form F-3 registration with respect to any registrable securities proposed to be sold by a holder of registrable securities in a registered public offering (1) two years after the consummation of a qualified initial public offering, or (2) if, in the opinion of our counsel, all such registrable securities proposed to be sold by a holder may then be sold without registration in any 90 day period pursuant to Rule 144 under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

        Citibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.—Hong Kong, located at 10/F, Harbour Front (II), 22, Tak Fung Street, Hung Hom, Kowloon, Hong Kong.

        We appoint Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov).

        We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The first paragraph under "—Issuance of ADSs Upon Deposit of ordinary shares describe matters that may be relevant to the ownership of the ADSs sold in this offering but that may not be contained in the deposit agreement.

        Each ADS represents the right to receive            ordinary shares on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

        If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

        In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

        As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system", or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs

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through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at the relevant time.

Dividends and Distributions

        As a holder, you generally have the right to receive the distributions we make on the securities deposited with the custodian bank. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date.

Distributions of Cash

        Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the Cayman Islands laws and regulations.

        The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

        The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

        Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

        The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.

        No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

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Distributions of Rights

        Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

        The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.

        The depositary will not distribute the rights to you if:

•

We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

•

We fail to deliver satisfactory documents to the depositary; or

•

It is not reasonably practicable to distribute the rights.

        The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

        Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

        The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

        If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a holder of ordinary shares would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

        Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

        If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

        The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

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        The depositary will not distribute the property to you and will sell the property if:

•

We do not request that the property be distributed to you or if we ask that the property not be distributed to you; or

•

We do not deliver satisfactory documents to the depositary; or

•

The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

        Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

        The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

Changes Affecting Ordinary Shares

        The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

        If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs Upon Deposit of Ordinary Shares

        Upon the completion of this offering, the ordinary shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in this prospectus.

        After the completion of this offering, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and the Cayman Islands legal considerations applicable at the time of deposit.

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        The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

        When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

•

The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

•

All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.

•

You are duly authorized to deposit the ordinary shares.

•

The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement).

•

The ordinary shares presented for deposit have not been stripped of any rights or entitlements.

        If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

        As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

•

ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;

•

provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

•

provide any transfer stamps required by the State of New York or the United States; and

•

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

        To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Shares Upon Cancellation of ADSs

        As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

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        If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

        You will have the right to withdraw the securities represented by your ADSs at any time except for:

•

Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

•

Obligations to pay fees, taxes and similar charges.

•

Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

        The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

        As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. For description of the voting rights of holders of ordinary shares, see "Description of Share Capital—Voting Rights."

        At our request, the depositary will distribute to you (by mail or, if you have designated such means as acceptable, e-mail) any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.

        If the depositary bank timely receives voting instructions from a holder of ADSs, (normally 3-5 days before the date of the shareholders' meeting), it will endeavor to vote the securities (in person or by proxy or electronically) represented by the holder's ADSs in accordance with such voting instructions.

        Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner. Securities for which no voting instructions have been received will not be voted.

        If the depositary bank does not receive your voting instructions in a timely manner (normally 3-5 days before the date of the shareholders' meeting) you will nevertheless be treated as having instructed the depositary bank to give a proxy to a person we designate to vote the ordinary shares represented by your ADSs in his/her discretion. The depositary bank will deliver such discretionary proxy only if:

•

we confirm that we wish the depositary bank to issue such discretionary proxy;

•

we designate the person who is to receive such discretionary proxy;

•

we certify that the matters to be considered at the shareholders meeting do not adversely affect the rights of shareholders;

•

we certify that there exists no substantial opposition to such matters;

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•

we deliver a satisfactory opinion of counsel providing legal comfort under Cayman Islands laws on the subject of the discretionary proxy;

•

voting at the meeting is not made on a show of hands basis; and

•

we certify that we have timely distributed materials to holders of ADSs.

Fees and Charges

        As an ADS holder, you will be required to pay the following service fees to the depositary:

Service	Fees
•       Issuance of ADSs	Up to US$0.05 per ADS issued
•       Cancellation of ADSs	Up to US$0.05 per ADS canceled
•       Distribution of cash dividends or other cash distributions	Up to US$0.05 per ADS held
•       Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights	Up to US$0.05 per ADS held
•       Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
•       Depositary Services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary
•       Transfer of ADRs	US$1.50 per certificate presented for transfer

        As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).

•

Expenses incurred for converting foreign currency into U.S. dollars.

•

Expenses for cable, telex and fax transmissions and for delivery of securities.

•

Taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit).

•

Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

        Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

        The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct

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registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.

        In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

        Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

        The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary may agree from time to time.

Amendments and Termination

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

        After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of Depositary

        The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

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        The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

        The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:

•

We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.

•

The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

•

The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

•

We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

•

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit.

•

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

•

We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of [ordinary shares] but is not, under the terms of the deposit agreement, made available to you.

•

We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

•

We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

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Pre-Release Transactions

        Subject to the terms and conditions of the deposit agreement, the depositary may issue to broker/dealers ADSs before receiving a deposit of ordinary shares. These transactions are commonly referred to as "pre-release transactions," and are entered into between the depositary and the applicable broker/dealer. The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the shares on deposit in the aggregate) and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary may retain the compensation received from the pre-release transactions.

Taxes

        You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

        The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

        The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

        If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

•

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

•

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•

Hold the foreign currency (without liability for interest) for the applicable holders.

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SHARES ELIGIBLE FOR FUTURE SALE

        Upon closing of this offering, we will have        ADSs outstanding representing approximately      % of our ordinary shares. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

        Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or ADSs, and while our application has been made to list our ADSs on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by ADSs.

Lock-up Agreements

        We, our directors, executive officers, existing shareholders and certain option holders have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or our other existing shareholders or certain option holders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

        All of our ordinary shares outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

        In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•

1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately       shares immediately after this offering, or        shares if the underwriters exercise in full their option to purchase additional ADSs; and

•

the average weekly trading volume of our ADSs on the Nasdaq Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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        Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of such a sale. Pursuant to Rule 144, the 226,105,708 ordinary shares owned by Maodong Xu and an aggregate of 23,315,392 ordinary shares owned by members of our management cannot be sold without registration under the Security Act before January 11, 2012 and January 19, 2012, respectively.

        Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act. Pursuant to Rule 144, the 30,803,678 ordinary shares owned by CDH Barley Limited and the 7,923,246 ordinary shares owned by Yongming Zhang on an as-converted basis may not be sold without registration under the Security Act before December 17, 2011 and January 7, 2012, respectively.

Rule 701

        Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

        Upon closing of this offering, the holders of        of our ordinary shares or their transferees will be entitled to request that we register their ordinary shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Registration Rights Under Investors' Rights Agreement."

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TAXATION

The following is a general summary of the material Cayman Islands, People's Republic of China and U.S. federal income tax consequences relevant to an investment in our ADSs and ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and ordinary shares.

Cayman Islands Taxation

        The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

        Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:

        (1)   that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

        (2)   that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.

        The undertaking for us is for a period of twenty years from                .

People's Republic of China Taxation

        We are a holding company incorporated in the Cayman Islands and our only source of income is dividends from our Hong Kong subsidiary which originated from our PRC subsidiary. The New EIT Law and the Implementation Rules, both of which became effective on January 1, 2008, provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its foreign investor, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. To be eligible for treaty benefits, the recipient of income must be its beneficial owner. The State Administration of Taxation promulgated Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601 a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. Therefore, there is no assurance whether our Hong Kong subsidiary will be eligible for the treaty benefits in respect of the dividends paid by our PRC subsidiary under the tax treaty between Hong Kong and the PRC.

        Under the New EIT Law, enterprises established under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered to be PRC resident

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enterprises for tax purposes. If we are considered a PRC resident enterprise under the above definition and if dividends from Wowo Shi Jie are not excluded from our taxable income, then our global income will be subject to PRC enterprise income tax at the rate of 25%. See "Risk Factors—Risks Relating to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders."

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC tax at a rate of up to 10% (20% in the case of individuals), subject to the provisions of any applicable tax treaty. Generally, under the income tax treaty between the PRC and the United States, dividends paid by a PRC enterprise to its U.S. shareholders or ADS holders will be subject to withholding tax at a rate of no more than 10%. There is no income tax treaty between the PRC and the Cayman Islands. The PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to offshore entities that are treated as resident enterprises for PRC enterprise income tax purposes.

        Pursuant to SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. See "Risk Factors-Risks Relating to Doing Business in China-We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies."

British Virgin Islands Taxation

        A British Virgin Islands business company is exempt from all provisions of the Income Tax Act of the British Virgin Islands (including with respect to any tax or withholding tax on dividends, interests, rents, royalties, compensations and other amounts payable by the company to persons who are not persons resident in the British Virgin Islands). Capital gains realized with respect to any shares, debt obligations or other securities of the company by persons who are not persons resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act of the British Virgin Islands.

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        No estate, inheritance, succession or gift tax is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the company.

        A British Virgin Islands business company is required to pay an annual government fee which is determined by reference to the amount of shares the company is authorized to issue.

Material United States Federal Income Tax Considerations

        The following summary describes the material United States federal income tax consequences to United States Holders (as defined below) of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, this summary deals only with ordinary shares and ADSs held as capital assets. As used herein, the term "United States Holder" means a beneficial owner of an ordinary share or ADS that is for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This summary does not represent a detailed description of all of the United States federal income tax consequences that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a financial institution of certain types;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

•

a trader in securities that has elected the mark-to-market method of accounting for your securities;

•

a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our voting stock;

•

a partnership or other pass-through entity for United States federal income tax purposes; or

•

a person whose "functional currency" is not the United States dollar.

        The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final and proposed regulations thereunder, rulings and judicial decisions as of

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the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

        If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the United States federal income tax consequences that may be applicable to you in light of your particular circumstances and, except as set forth below with respect to PRC tax considerations, does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our ordinary shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

        The United States Treasury has expressed concerns that intermediaries in the chain of ownership between the holders of American depositary shares and the issuer of the securities underlying the American depositary shares may be taking actions (including the pre-release of American depositary shares) that are inconsistent with the claiming of foreign tax credits by United States holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by non-corporate holders. Accordingly, the analysis of the creditability of PRC taxes and the availability of the reduced tax rate for dividends received by non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.

ADSs

        If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

        Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of any distributions on the ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, dividends received in taxable years beginning before January 1, 2013 from a qualified foreign corporation generally will be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on ordinary shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. We have applied to list the ADSs on the Nasdaq Global Market. Provided that the listing is approved, United States Treasury Department guidance indicates that our ADSs will be readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for the reduced tax rate. Since we do not expect that our ordinary shares will be listed on an established securities market, we do not believe that dividends that we pay on our ordinary shares that

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are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we believe we would be eligible for the benefits of the income tax treaty between the United States and the PRC (including any protocol thereunder), or the Treaty, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs or are readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation. For discussion regarding whether we may be classified as a PRC resident enterprise, see "Taxation—People's Republic of China Taxation". Even if dividends would be treated as paid by a qualified foreign corporation, non-corporate United States Holders will not be eligible for reduced rates of taxation if they do not hold our ADSs or ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or if such United States Holders elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

        Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a passive foreign investment company, or PFIC, for United States federal income tax purpose for the taxable year in which such dividends are paid or for the preceding taxable year.

        In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. See "Taxation—People's Republic of China Taxation." In that case, PRC withholding taxes on dividends, to the extent not exceeding any applicable rate under the Treaty, generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as foreign-source income and will generally constitute passive category income. Furthermore, if you have not held the ADSs or ordinary shares for more than 15 days during the 31-day period beginning 15 days before the ex-dividend date (during which you are not protected from risk of loss), or are obligated to make payments related to the dividends, you generally will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

        To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or ordinary shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to calculate our earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

        Distributions of ADSs, ordinary shares or rights to subscribe for ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

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Passive Foreign Investment Company

        In general, we will be a PFIC for any taxable year in which:

•

at least 75% of our gross income is passive income, or

•

at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

        For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Furthermore, cash is categorized as a passive asset and our goodwill is generally taken into account unless, for United States federal income tax purposes, we are a "controlled foreign corporation," or CFC, that is not a "publicly traded corporation for the taxable year." If we are a CFC for the 2011 taxable year (which we believe will be the case), it is not clear whether we will be treated as a "publicly traded corporation for the taxable year" as a result of this offering for 2011 and, accordingly, the extent, if any, that our goodwill (or any portion thereof) may be taken into account for the 2011 taxable year is also unclear. We anticipate, however, that we will qualify as a "publicly traded corporation" for the 2012 taxable year and future taxable years and therefore we would be able to take into account our goodwill for such taxable years. In estimating the value of our goodwill, we generally take into account our anticipated market capitalization. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income.

        We do not believe we were a PFIC for our most recent taxable year. However, in light of our significant cash balances (taking into account the expected proceeds from this offering) and, as discussed above, the uncertainty as to the extent, if any, that our goodwill may be taken into account for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, and subject to the uncertainty regarding the treatment of our contractual arrangements with our consolidated affiliated entities (discussed below), we presently do not anticipate that we will be a PFIC based upon the expected composition of our income and assets and the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering). The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC for the 2012 taxable year or any future taxable year due to changes in our asset or income composition or the value of our assets. Because the value of our assets may be determined by reference to our market capitalization, and because the market price of our ADSs may be volatile, a decrease in the price of our ADSs may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we spend the cash raised in this offering. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. In addition, it is not entirely clear how the contractual arrangements between us and our consolidated affiliated entities will be treated for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, and you will be subject to the special tax rules discussed below, except if you have made a mark-to-market election as discussed below. However, if we are a PFIC for any taxable year (such as the 2011 taxable year) and subsequently cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election, or a Purging Election, to recognize gain (but not loss) in the manner described below as if your ADSs or ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. After the Purging Election, your ADSs or ordinary shares will not be treated as shares in a PFIC unless we subsequently

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become a PFIC. You are urged to consult your own tax advisors about the availability of this election, and whether making the election would be advisable in your particular circumstances.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a Purging Election or pledge, of ADSs or ordinary shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC with respect to you, will be treated as ordinary income, and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or ordinary shares in any year in which we are classified as a PFIC. In addition, under recently enacted legislation, if you hold ADSs or ordinary shares in any year in which we are a PFIC, you are required to file an annual report containing such information as the U.S. Treasury may require.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

        In lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election would be available to holders of ADSs if the ADSs are listed on the Nasdaq Global Market, which constitutes a qualified exchange, and are "regularly traded" for purposes of the mark-to-market election (for which no assurance can be given). It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on the Nasdaq Global Market. Consequently, if you are a holder of ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.

        If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

        Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the

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Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

        A U.S. investor in a PFIC generally can mitigate the consequences of the rules described above by electing to treat the PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

        We expect to file annual reports on Form 20-F with the U.S. Securities and Exchange Commission in which we will indicate whether or not we believe we were a PFIC for the relevant year. We do not intend to make any other annual determination or otherwise notify you regarding our status as a PFIC for any taxable year. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

        For United States federal income tax purposes you will recognize taxable gain or loss on any sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Subject to the discussion under "—Passive Foreign Investment Company" above, such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

        Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty and, accordingly, you may be able to credit the PRC tax against your United States federal income tax liability. If you are not eligible for the benefits of the Treaty or you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. You will be eligible for the benefits of the Treaty if, for purposes of the Treaty, you are a resident of the United States, and you meet other factual requirements specified in the Treaty. Because qualification for the benefits of the Treaty is a fact-intensive inquiry which depends upon the particular circumstances of each investor, you are specifically urged to consult your tax advisors regarding your eligibility for the benefits of the Treaty. You are also urged to consult your tax advisor regarding the tax consequences if PRC tax is imposed on gain on a disposition of our ordinary shares or ADSs, including the availability of the foreign tax credit and the election to treat any gain as PRC source under your particular circumstances.

Information Reporting and Backup Withholding

        In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

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        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

        Under the recently enacted Hiring Incentives to Restore Employment Act of 2010, individuals that own "specified foreign financial assets" with an aggregate value in excess of US$50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons; (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties; and (iii) interests in foreign entities. United States Holders who are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of ADSs or ordinary shares.

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UNDERWRITING

        We intend to offer the ADSs through the underwriters named below. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the representatives of the underwriters. Subject to the terms and conditions of the underwriting agreement entered into on                    , 2011 among us and the underwriters, each of the underwriters has severally agreed to purchase, and we have agreed to sell to them, the number of ADSs indicated in the following table.

Underwriters	Number of ADSs
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
UBS AG
Total

        The underwriters are committed to take and pay for all of the ADSs offered by us if any ADSs are taken, other than the ADSs covered by the over-allotment option described below unless and until this option is exercised. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to certain conditions, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent accountants. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated.

        Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the joint global coordinators and joint book runners for this offering.

        Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. UBS AG is expected to make offers and sales in the United States through its registered broker/dealer affiliate, UBS Securities LLC.

Over-allotment Option

        We have granted to the underwriters an option to purchase up to            additional ADSs at the initial public offering price less the underwriting discount set forth on the cover page of this prospectus. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each of the underwriters will become obligated, subject to certain conditions contained in the underwriting agreement, to purchase a number of additional ADSs proportionate to the underwriters' initial amount specified in the table above.

Commissions and Discounts

        ADSs sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount of up to US$        per ADS from the initial public offering price. Any of these securities dealers may resell any ADSs purchased from the underwriters to certain other brokers or dealers at a discount of up to US$        per ADS from the initial public offering price. After the initial public offering of the ADSs, the offering price and other selling terms may be changed by the underwriters. If all the ADSs are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to confirm sales to discretionary accounts in excess of      % of the ADSs offered in this offering.

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        The total underwriting discounts and commissions that we will pay to the underwriters will be      % of the total offering price of the ADSs. The following table shows the public offering price, underwriting discount and proceeds before expenses to us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option to purchase the additional ADSs.

	Per ADS	No Exercise	Full Exercise
	US$	US$	US$
Initial Public offering price
Underwriting discounts
Proceeds, before expenses, to us

        We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately US$         million.

No Sales of Similar Securities

        We, our directors, executive officers and shareholders and [all/certain] of our optionholders have agreed not to, for a period of 180 days following the date of this prospectus, without the prior written consent of the representatives on behalf of the underwriters, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of our ADSs or ordinary shares or any securities convertible into or exchangeable or exercisable for our ADSs or ordinary shares, (2) file or cause to be filed any registration statement in connection with any such securities under the Securities Act of 1933, as amended, or, in the case of our directors, executive officers and all of our shareholders and optionholders, exercise any right with respect to the registration of any such securities or (3) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any such securities, whether any such swap or transaction is to be settled by delivery of our ADSs, ordinary shares or other securities, in cash or otherwise.

        The 180-day lock-up period will be automatically extended if (1) during the last 17 days of the 180-day lock-up period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period. In either case, the lock-up period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension. At any time, the representatives may, in their sole discretion, provide consent to release some or all the securities described above from these lock-up agreements.

        In addition, we will instruct Citibank N.A., as depositary, not to accept any deposit of our ordinary shares or issue any of our ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we instruct the depositary otherwise.

[Reserved ADSs

        At our request, the underwriters have reserved            of the ADSs being offered, at the initial public offering price, through a directed share program, for our vendors, employees, family members of employees, customers and other third parties.]

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Price Determination and Listing on the Nasdaq Global Market

        Prior to this offering, there has been no public market for the ADSs. The initial public offering price was negotiated between us and the representatives. In additional to prevailing market conditions, the factors considered in determining the initial public offering price included our historical performance, estimates of our business potential and earnings prospects, the valuation multiples of publicly traded companies that the representatives believed to be comparable to us, the history of, and the prospects for, the industry in which we compete and other factors deemed relevant by the representatives and us. It is also possible that after this offering, our ADSs will not trade in the public market at or above the initial public offering price.

        We have applied to have our ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Price Stabilization, Short Positions and Penalty Bids

        The underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our ADSs, including stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids and syndicate covering transactions, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our ADSs while this offering is in progress. These transactions may also include making short sales of our ADSs.

        Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs from us in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions. The imposition of a penalty bid may also affect the price of ADSs in that it discourages the resales of those ADSs.

        Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been completed in order to cover syndicate short positions.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq Global Market or otherwise.

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        None of us and any of our underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Affiliations and Other Relationships

        Certain of the underwriters and their respective affiliates have, from time to time, engaged in, and may in the future engage in, various investment banking services and other commercial dealings with us in the ordinary course of business, for which they received or will receive customary fees and expenses.

        The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

        We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the applicable securities laws, and to contribute to payments the underwriters may be required to make in respect of these liabilities, losses and expenses.

Electronic Prospectus

        In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives will be facilitating Internet distribution for this offering to certain of their respective Internet subscription customers. An electronic prospectus may be made available on the Internet website maintained by one or more of the representatives. Other than the prospectus in electronic format, the information contained on, or that may be accessed through, the website of any of the representatives is not part of this prospectus.

        The addresses of the representatives of the underwriters are as follows:

        Merrill Lynch, Pierce, Fenner & Smith Incorporated's address is One Bryant Park, New York, New York 10036, United States.

        UBS AG's address is 52/F Two International Finance Center, 8 Finance Street, Central, Hong Kong.

Selling Restrictions

General

        No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of our ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and our ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, our ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with this offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

        This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the ADSs, including sales of ADSs initially sold by the underwriters in the offering being made outside of the United States, to persons located in the United States.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on

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which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), no offer of ADSs may be made to the public in that Relevant Member State other than:

A.

to any legal entity which is a qualified investor as defined in the Prospectus Directive;



B.

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or



C.

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of ADSs shall require the company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

        Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

        The company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

        This prospectus has been prepared on the basis that any offer of ADSs in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of ADSs. Accordingly, any person making or intending to make an offer in that Relevant Member State of ADSs which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs in circumstances in which an obligation arises for the company or the underwriters to publish a prospectus for such offer.

        For the purpose of the above provisions, the expression "an offer to the public" in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant

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implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Switzerland

        The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the company, the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ADSs.

Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The ADSs to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the content of this prospectus you should consult an authorized financial advisor.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may

163

the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act (Chapter 289) (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, then securities, debentures and units of securities and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the ADSs under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer; or (iii) by operation of law.

Hong Kong

        This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The ADSs will not be offered or sold in Hong Kong other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs which is directed at, or the content of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

        The ADSs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Cayman Islands

        This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

People's Republic of China

        This prospectus has not been and will not be circulated or distributed in China, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or

164

indirectly, to any resident of China except pursuant to applicable laws and regulations of China. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

United Arab Emirates

        This prospectus is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (UAE). The ADSs have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange.

        The offering, the ADSs and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

        In relation to its use in the UAE, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the UAE.

Kingdom of Bahrain

        The offering is restricted in the Kingdom of Bahrain to banks, financial institutions and professional investors and any person receiving this prospectus in the Kingdom of Bahrain and not falling within those categories is ineligible to purchase the ADSs.

State of Kuwait

        The ADSs have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of the ADSs in the State of Kuwait is restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the underwriters to obtain copies of this prospectus are required by us and the underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the ADSs.

Kingdom of Saudi Arabia

        No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering or private placement of the ADSs in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto. The ADSs may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Part 5 (Exempt Offers) of the Offers of Securities Regulations dated 20/8/1425 AH corresponding to 4/10/2004 (the "Regulations") and, in accordance with Part 5 (Exempt Offers) Article 17(a)(3) of the Regulations, the ADSs will be offered to no more than 60 offerees in the Kingdom of Saudi Arabia with each such offeree paying an amount not less than Saudi Riyals one million or its equivalent. Investors are informed that Article 20 of the Regulations places restrictions on secondary market activity with respect to the ADSs. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognized by us.

165

EXPENSES RELATED TO THIS OFFERING

        Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

SEC registration fee		US$
Nasdaq Global Market listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
	Total	US$

        These expenses will be borne by us, except for underwriting discounts and commissions, which will be borne by us in proportion to the numbers of ADSs sold in the offering by us.

166

LEGAL MATTERS

        We are being represented by Simpson Thacher & Bartlett LLP with respect to legal matters of United States federal securities and New York State law. Certain legal matters of United States federal securities and New York State law in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP. The validity of the ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain legal matters as to PRC law will be passed upon for us by Commerce & Finance Law Offices and for the underwriters by Global Law Offices.

EXPERTS

        The consolidated financial statements of Wowo Group Limited for the years ended December 31, 2009 and 2010 (predecessor) and as of December 31, 2009 (predecessor) and 2010 (successor), and the financial statement schedule of Wowo Group Limited, as of December 31, 2010 included in this prospectus, have been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements and the financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The offices of Deloitte Touche Tohmatsu CPA Ltd. are located at 8/F, Deloitte Tower, The Towers, Oriental Plaza, 1 East Changan Avenue, Beijing 100738, the People's Republic of China.

167

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

        Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC's web site at www.sec.gov.

        As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

168

WOWO GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
CONSOLIDATED FINANCIAL STATEMENTS OF WOWO GROUP LIMITED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-6
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 (PREDECESSOR) AND DECEMBER 31, 2010 (SUCCESSOR)	F-7
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-8
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-9
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-11 - F-39
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I	F-40
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF WOWO GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2011	F-42
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-43
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS) FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-44
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-45
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-46 - F-92
FINANCIAL STATEMENTS OF SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-93
BALANCE SHEET AS OF DECEMBER 31, 2010	F-94
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-95
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-96
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-97
NOTES TO FINANCIAL STATEMENTS	F-98 - F-105

F-1

CONTENTS	PAGE(S)
FINANCIAL STATEMENTS OF CHANGZHOU BANGKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-106
BALANCE SHEET AS OF DECEMBER 31, 2010	F-107
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-108
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-109
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-110
NOTES TO FINANCIAL STATEMENTS	F-111 - F-117
FINANCIAL STATEMENTS OF SHENZHEN XUNJIE TIMES MEDIA CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-118
BALANCE SHEET AS OF DECEMBER 31, 2010	F-119
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-120
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-121
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-122
NOTES TO FINANCIAL STATEMENTS	F-123 - F-130
FINANCIAL STATEMENTS OF WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-131
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-132
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-133
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-134
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-135
NOTES TO FINANCIAL STATEMENTS	F-136 - F-143
FINANCIAL STATEMENTS OF CHENGDU BEIGUO TECHNOLOGY CO., LTD
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-144
BALANCE SHEET AS OF DECEMBER 31, 2010	F-145
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-146

F-2

CONTENTS	PAGE(S)
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-147
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-148
NOTES TO FINANCIAL STATEMENTS	F-149 - F-155
FINANCIAL STATEMENTS OF FUZHOU BAIKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-156
BALANCE SHEET AS OF DECEMBER 31, 2010	F-157
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-158
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-159
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-160
NOTES TO FINANCIAL STATEMENTS	F-161 - F-167
FINANCIAL STATEMENTS OF SHANGHAI YINQING ADVERTISING CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-168
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-169
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-170
STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-171
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-172
NOTES TO FINANCIAL STATEMENTS	F-173 - F-180
FINANCIAL STATEMENTS OF BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-181
BALANCE SHEET AS OF DECEMBER 31, 2010	F-182
STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-183
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-184
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-185
NOTES TO FINANCIAL STATEMENTS	F-186 - F-192

F-3

CONTENTS	PAGE(S)
FINANCIAL STATEMENTS OF CHANGZHOU JINGCAITUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-193
BALANCE SHEET AS OF DECEMBER 31, 2010	F-194
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-195
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-196
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-197
NOTES TO FINANCIAL STATEMENTS	F-198 - F-204
FINANCIAL STATEMENTS OF LANGFANG WODETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-205
BALANCE SHEET AS OF DECEMBER 31, 2010	F-206
STATEMENT OF OPERATIONS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-207
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-208
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-209
NOTES TO FINANCIAL STATEMENTS	F-210 - F-216
FINANCIAL STATEMENTS OF NINGBO TANGTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-217
BALANCE SHEET AS OF DECEMBER 31, 2010	F-218
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-219
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-220
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-221
NOTES TO FINANCIAL STATEMENTS	F-222 - F-229
FINANCIAL STATEMENTS OF XIAMEN SHANTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-230
BALANCE SHEET AS OF DECEMBER 31, 2010	F-231
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-232

F-4

CONTENTS	PAGE(S)
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-233
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-234
NOTES TO FINANCIAL STATEMENTS	F-235 - F-242
FINANCIAL STATEMENTS OF WOWO LIMITED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-243
BALANCE SHEET OF WOWO LIMITED AS OF JULY 13, 2011	F-244
NOTES TO BALANCE SHEET	F-245

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WOWO GROUP LIMITED

        We have audited the accompanying consolidated balance sheets of Wowo Group Limited, its subsidiaries and its variable interest entity ("VIE") (collectively the "Group") as of December 31, 2009 (predecessor), and December 31, 2010 (successor) and the related consolidated statements of operations, changes in equity and comprehensive income/(loss), and cash flows for the years ended December 31, 2009 and 2010 (predecessor). Our audits also included the financial statement schedule in Schedule I. These consolidated financial statements and the financial statement schedule are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of the Group's internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2009 (predecessor) and December 31, 2010 (successor) and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010 (predecessor) in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in related to such consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(September 23, 2011 as to Note 1, 12, 16 and 17)

F-6

WOWO GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

			As of December 31,
			2009 (predecessor)			2010 (successor)
ASSETS
Current assets:
	Cash and cash equivalents		$	5,064		$	180,899
	Accounts receivable			—			105,318
	Prepaid expenses and other current assets			—			45,735
	Amounts due from related parties			—			457,736
Total current assets				5,064			789,688
Property and equipment, net				—			102,319
Acquired intangible assets, net				—			661,242
Goodwill				—			1,840,346
TOTAL ASSETS				5,064			3,393,595
Current liabilities:
	Accounts payable (including accounts payable of the consolidated VIE without recourse to Wowo Group Limited of nil and $492,205 as of December 31, 2009 and 2010, respectively)			—			492,205
	Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to Wowo Group Limited of $41 and $709,401 as of December 31, 2009 and 2010, respectively)			41			709,401
	Amount due to related party (including amount due to related party of the consolidated VIE without recourse to Wowo Group Limited of $1,683 and $2,367 as of December 31, 2009 and 2010, respectively)			1,683			2,367
	Income tax payable (including income tax payable of the consolidated VIE without recourse of $2 and $41,454 as of December 31, 2009 and 2010, respectively)			2			41,454
Total current liabilities				1,726			1,245,427
Deferred tax liabilities				—			135,114
Total liabilities				1,726			1,380,541
Commitments and contingency (Note 14)
Equity:
	Wowo Group Limited shareholders' equity:
		Ordinary share ($0.00001 par value; 1,928,600,536 shares authorized; nil and 300,000,000 shares issued as of December 31, 2009 and 2010, respectively)		—			3,000
		Paid-in capital		4,323			2,067,501
		Accumulated deficit		(1,057	)		(58,235	)
		Accumulated other comprehensive income		72			788
Total equity				3,338			2,013,054
TOTAL LIABILITIES AND EQUITY			$	5,064		$	3,393,595

The accompanying notes are an integral part of these consolidated financial statements.

F-7

WOWO GROUP LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars)

		Years ended December 31,
		2009 (predecessor)			2010 (predecessor)
Net revenues		$	—		$	2,633,522
Cost of revenues			—			2,179,120
Gross profit			—			454,402
Other operating income			709			—
Operating expenses:
	Selling and marketing		—			260,823
	General and administrative		758			209,990
Total operating expenses			758			470,813
Loss from operations			(49	)		(16,411	)
Other expenses			4			296
Loss before provision for income tax			(53	)		(16,707	)
Provision for income tax			—			40,471
Net loss		$	(53	)	$	(57,178	)
Net loss per ordinary share
	Basic	$	—		$	—
	Diluted	$	—		$	—
Weighted average shares used in calculating net loss per ordinary share
	Basic		300,000,000			300,000,000
	Diluted		300,000,000			300,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-8

WOWO GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS)

(In U.S. dollars, except share and share related data)

	Ordinary Shares									Accumulated other comprehensive income		Total Wowo Group Limited's equity
					Paid-in capital		Accumulated deficit								Total comprehensive income/(loss)
Predecessor	Shares		Amount
Balance as of January 1, 2009		—		—	$	4,323	$	(1,004	)	$	—	$	3,319
Net loss		—		—		—		(53	)		—		(53	)	$	(53	)
Foreign currency translation adjustments		—		—		—		—			72		72			72
Balance as of December 31, 2009		—		—		4,323		(1,057	)		72		3,338			19
Net loss		—		—		—		(57,178	)		—		(57,178	)		(57,178	)
Foreign currency translation adjustments		—		—		—		—			716		716			716
Capital injection		—		—		145,974		—			—		145,974
Share-based compensation		—		—		128		—			—		128
Balance as of December 31, 2010 (pre-change in basis)		—		—		150,425		(58,235	)		788		92,978			(56,462	)
Successor
Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan		300,000,000	$	3,000		1,917,076		—			—		1,920,076			—
Balance as of December 31, 2010 (post-change in basis)		300,000,000	$	3,000	$	2,067,501	$	(58,235	)	$	788	$	2,013,054		$	(56,462	)

The accompanying notes are an integral part of these consolidated financial statements.

F-9

WOWO GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Years ended December 31,
			2009 (predecessor)			2010 (predecessor)
Cash flows from operating activities:
	Net loss		$	(53	)	$	(57,178	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Share-based compensation		—			128
		Depreciation and amortization		—			2,446
	Changes in operating assets and liabilities:
		Accounts receivable		—			(102,821	)
		Prepaid expenses and other current assets		—			(44,651	)
		Accounts payable		—			480,534
		Accrued expenses and other current liabilities		(961	)		293,220
		Income tax payable		2			40,469
Net cash (used in) provided by operating activities				(1,012	)		612,147
Cash flows from investing activities:
	Purchase of property and equipment			—			(93,406	)
	Payments for acquisition of business			—			(45,455	)
Cash used in investing activities				—			(138,861	)
Cash flows from financing activities:
	Capital injection			—			145,974
	Advances to related parties			—			(446,882	)
	Received cash from a related party			1,683			611
Net cash provided by (used in) financing activities				1,683			(300,297	)
Effect of exchange rate changes				—			2,846
Increase in cash				671			175,835
Cash and cash equivalents, beginning of year				4,393			5,064
Cash and cash equivalents, end of year			$	5,064		$	180,899
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	2
Non-cash investing activities:
	Acquisition of business
	Share consideration to be issued in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan			—		$	1,363,637

The accompanying notes are an integral part of these consolidated financial statements.

F-10

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Group Limited (the "Company") was incorporated in British Virgin Islands ("BVI") on January 11, 2011. The Company, its subsidiaries and its variable interest entity ("VIE") (collectively the "Group") are primarily engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the People's Republic of China ("PRC").

History of the Group and reorganization under common control

        The Company was established on January 11, 2011 with share capital of $1 by New Field Worldwide Limited ("New Field"), a limited company which is 60% owned by Mr. Maodong Xu ("Maodong") and 40% owned by Mr. Tianqing Xu ("Tianqing"), brother of Mondong, (Maodong and Tianqing are collectively referred to "Xu") as a vehicle for the group reorganization. Xu agreed to acting in collaboration regarding the decisions on the Company's significant financing, investing and operating activities. The Group commenced its group buying business in China in March 2010 through Beijing Wowo Tuan which has subsequently become the Group's VIE through the contractual arrangements described below in "the VIEs arrangements".

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 41,100,000 of their own ordinary shares of the Company, to certain directors and executives of Wowo BVI for compensation of their services to the Group. These directors and executives collectively held 15.16% of the Company's total outstanding shares.

        On January 20, 2011 and March 8, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for consideration of $2,964,930 and 16,194,332 ordinary shares to an individual investor for consideration of $8,006,085, respectively.

        On January 20, 2011, Maodong transferred 3,467,451 of his ordinary shares of the Company to the five founder shareholders and key employees as the settlement for part of the consideration for its acquisition of Beijing Wowo Tuan on December 30, 2010(see below for detail).

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for cash proceeds of $5,000,000. On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.97391 per Series A-2 Preferred Shares for total cash proceeds of $30,000,000 and $2,000,000, respectively.

        After a series of issuance and transfers of shares and transactions, Xu collectively held 59.3% voting rights of the Company as of June 30, 2011.

F-11

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Beijing Wowo Tuan was established by two shareholders in Beijing, the PRC, as a limited liability company on May 26, 2008 and commenced its group buying business operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Maodong and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired Beijing Wowo Tuan ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (RMB12.3 million) including cash of $500,000 (RMB3.3 million) and an undertaking to issue shares in the Company which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in Wowo BVI was valued at $1,363,637 (RMB9 million).

        Shortly after the completion of the acquisition of Beijing Wowo Tuan, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Tianqing at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Maodong and Tianqing, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Maodong and Tianqing of the acquisition of Beijing Wowo Tuan has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        Consequently, the pre-change in basis financial statements of the Group ("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting bases. However, because the date of the change in basis was December 30, 2010, the statements of operations and cash flow statements of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis since adjustments to the amounts required for the one day of December 31, 2010 as well as the earning per share would not be material.

        On January 24, 2011, the Company established two wholly owned subsidiaries including an entity incorporated in Hong Kong, namely Wowo Holding Limited (Hong Kong) ("Wowo HK") and on May 19, 2011, an entity incorporated in Beijing, namely Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE").

        Through entering into a series of contractual arrangements between its WOFE and VIE on May 31, 2011 and June 10, 2011, the Company succeeded the business of provision of online group buying services of Beijing Wowo Tuan. Immediately and after the reorganization, Maodong and Tianqing controlled the Company, WOFE and Beijing Wowo Tuan; therefore, the reorganization was accounted for as a transaction between entities under common control. Accordingly, the accompanying audited consolidated financial statements have been prepared by using Xu's basis and as of the current corporate structure had been in existence since the date Maodong and his wife, Ms. Zhou acquired Beijing Wowo Tuan, the predecessor.

F-12

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        The Xu family cost of acquiring the Company was allocated as follows:

					Amortization period
Cash		$	124,145
Accounts receivable			298,090
Other current assets			325,491
Property and equipment			93,180
Prepayment for acquisition of business			45,455
Intangible assets:
	Trade name/domain name		381,362			10 years
	User base		158,030			2 years
	Operating system		1,061			3 years
Accounts payable			(456,927	)
Other current liabilities			(486,866	)
Deferred tax liability			(135,114	)
Goodwill			1,515,730
Total consideration		$	1,863,637

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On December 31, 2010, Beijing Wowo Tuan acquired 100% interests in two online group buying services entities, namely Shenyang19tuan and Jinan0531tuan (see note 4 for details) and hence, it consolidated the financial position of the two entities since December 31, 2010. Beijing Wowo Tuan, Shenyang19tuan and Jinan0531tuan were collectively referred to as the Group.

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its businesses through the VIEs and VIEs' subsidiaries. To provide the Company the expected residual returns, WOFE entered into a series of contractual arrangements with the Beijing Wowo Tuan.

F-13

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Technical Support Service Agreement.    WOFE and Beijing Wowo Tuan entered into exclusive technical support service agreements, under which Beijing Wowo Tuan, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. The VIE shall pay to WOFE service fees determined based on the revenues of the affiliated combined entities. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements shall be extended automatically by another ten years upon the written confirmation by WOFE before the expiry of thereof. During the term of the exclusive technical support service agreements, any of the affiliated combined entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, or other illegal action or bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated combined entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of Beijing Wowo Tuan entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in Beijing Wowo Tuan to WOFE as collateral to secure performance of all obligations of the shareholders under the applicable exclusive technical support service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

•

Agreements that Provide the Company with Effective Control over VIE

        Power of Attorney.    The shareholders of Beijing Wowo Tuan signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan and to exercise all of his rights as a shareholder of Beijing Wowo Tuan, including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan entered into exclusive call option agreement with WOFE, pursuant to which WOFE has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and the shareholders of the affiliated combined entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of WOFE.

F-14

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Through these contractual agreements, the Company has the ability to effectively control the VIE and is also able to receive substantially all the economic benefits of the VIE.

        In June 2009, the Financial Accounting Standards Board (the "FASB") issued an authoritative pronouncement to amend the accounting rules for VIE. The amendment effectively replaces the quantitative-based risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has (1) the power to direct the activities of a variable interest entity that most significantly affect the entity's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. The new guidance also requires additional disclosures about a reporting entity's involvement with VIE and about any significant changes in risk exposure as a result of that involvement.

        The new guidance is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, and all interim and annual periods thereafter. The Company adopted the new guidance on January 1, 2010 and the disclosure requirements of the new guidance were retrospectively applied for all the periods presented in the audited consolidated financial statements.

        The Company believes that Wowo Shijie's contractual arrangements with the VIE are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entity were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entity not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entity. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

•

block the Group's websites;

F-15

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIE, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIE. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, and the VIE.

        These are no consolidated VIE entity's assets that are collateral for the VIE entity's obligations and can only be used to settle the VIE entity's obligations.

        The following financial statement balances and amounts of the VIE were included in the accompanying audited consolidated financial statements as follows:

	December 31, 2009 (predecessor)		December 31, 2010 (successor)
Total current assets	$	5,064	$	789,688
Total non-current assets		—		2,603,907
Total assets		5,064		3,393,595
Total current liabilities		1,726		1,245,427
Total non-current liabilities		—		135,114
Total liabilities	$	1,726	$	1,380,541

	Years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Net revenues	$	—		$	2,633,522
Net loss	$	(53	)	$	(57,178	)

	Years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Net cash (used in) provided by operating activities	$	(1,012	)	$	612,147
Net cash used in investing activities		—			(138,861	)
Net cash provided by (used in) financing activities	$	1,683		$	(300,297	)

F-16

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Basis of consolidation

        The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIE. All inter-company transactions and balances are eliminated upon consolidation.

Revenue recognition

        The Group recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Group; and (iii) the Group has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Group is the primary obligor in the transaction; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, the Group records revenue on a net basis when (i) the Group is not the primary obligor in the transaction; (ii) the Group collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the years ended December 31, 2009 and 2010 were nil and $58,803, respectively. The Group recognized revenue of $2,627,876 on a gross basis and $36,438 on a net basis for the year ended December 31, 2010.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the years ended December 31, 2009 and 2010 totaled $41 and $29,462, respectively.

Rewards programs

        The Group uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Group grants the subscribers credits that can be redeemed in the future. The Group accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets (see Note 9 "Accrued expenses and other current liabilities") and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Group's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated

F-17

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, subscribers returns and refunds, valuation allowance for deferred tax assets and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Acquired intangible assets, net

        Acquired intangible assets with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	10 years
User base	2 years
Operating system	3 years

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the

F-18

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the year ended December 31, 2010.

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the year ended December 31, 2010.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An

F-19

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional currency of the Company and the Group is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Share-based payments

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 4 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses over the requisite service periods based on a straight-line method.

Comprehensive income/(loss)

        Comprehensive income/(loss) includes net income/(loss) and foreign currency translation adjustments. Comprehensive income/(loss) is reported in the statements of changes in equity and comprehensive income/(loss).

Net loss per ordinary share

        Net loss per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the year.

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-20

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

        Cash is the common forms of the consideration made in acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in earnings.

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, amount due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities.

F-21

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Mr. Maodong Xu and Mr. Tianqing Xu and business acquisitions of Shenyang19tuan and Jinan0531tuan.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

F-22

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-23

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews financial information of separate geographic locations based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Company. The business is organized and monitored on the basis of geographic locations. This financial information is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Group has determined that it has only one operating segment.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

4.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shenyang19tuan

        On December 31, 2010, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.19tuan.com ("Shenyang19tuan") from Shenyang Liaoyi Internet Co., Ltd. for a cash consideration of $303,030 (RMB2 million), which was not settled as of December 31, 2010. The consideration payable in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% equity interest of Shenyang Wowo Shijiu Internet Technology Co., Ltd. a newly incorporated company by Beijing Wowo Tuan on April 1, 2011 for the online group buying service business of Shenyang19tuan, to the certain key employees for their continuing employment with Shenyang19tuan for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees does not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period the above share will be granted and the noncontrolling interest will be recorded.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-24

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,393
Intangible assets:
	Trade name/domain name		40,909		10 years
	User base		25,712		2 years
	Operating system		4,016		3 years
Goodwill			228,000
Total consideration		$	303,030

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Shenyang19tuan had occurred on January 1, 2009 and 2010, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the year ended December 31,
	2009		2010
	(unaudited)		(unaudited)
Pro forma net revenues		—		3,226,226
Pro forma net loss		—		(40,578	)

(b)   Acquisition of Jinan0531tuan

        On December 31, 2010, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.Jinan0531tuan.com ("Jinan0531tuan") from Jinan Meituan Information Consulting Co., Ltd. for a cash consideration of $151,515 (RMB1 million). The Group made the first installment of $45,455 to the selling shareholders on the acquisition date, and the consideration payable of $106,061 in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Jinan Wuzhiwu Information Technology Co., Ltd., a newly incorporated subsidiary by Beijing Wowo Tuan on April 2, 2011 for the

F-25

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

online group buying service business of Jinan0531tuan, to the key employee for his continuing employment with Jinan0531tuan for the next three years after the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employee's ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees does not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period, the above share will be granted and the noncontrolling interest will be recorded.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,747
Intangible assets:
	Trade name/domain name		16,667		10 years
	User base		27,121		2 years
	Operating system		6,364		3 years
Goodwill			96,616
Total consideration		$	151,515

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

F-26

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

        The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Jinan0531tuan had occurred on January 1, 2009 and 2010, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the years ended December 31,
	2009		2010
	(unaudited)		(unaudited)
Pro forma net revenues	$	—	$	3,435,439
Pro forma net income	$	—	$	17,627

5.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Advance to suppliers	$	—	$	16,242
Short-term deposits		—		12,038
Advances to employees		—		8,372
Prepaid rental expenses		—		8,106
Other current assets		—		977
	$	—	$	45,735

6.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Furniture and fixtures	$	—	$	8,718
Computer and software		—		96,106
Total		—		104,824
Less: accumulated depreciation		—		(2,505	)
Property and equipment, net	$	—	$	102,319

        Depreciation expenses for the year ended December 31, 2009 and 2010 were nil and $2,446, respectively.

F-27

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

7.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31 2010 (successor)
Trade name/domain name	$	438,938
User base		210,863
Operating system		11,441
Total		661,242
Less: Accumulated amortization		—
Acquired intangible assets, net	$	661,242

        The amortization expenses were nil for the year ended December 31, 2010. Estimated amortization expenses of the existing intangible assets for the next five years ending December 31, 2011, 2012, 2013, 2014, 2015 and thereafter are $153,138, $153,138, $47,707, $43,894 and $263,365, respectively.

8.     GOODWILL

        The movement of the goodwill for the date of December 31, 2010 is as follows:

Balance as of January 1, 2010		$	—
Goodwill recognized in connection with acquisitions of:
	Beijing Wowo Tuan (Note 1)		1,515,730
	Shenyang 19tuan (Note 4(a))		228,000
	Jinan 0531tuan (Note 4(b))		96,616
	Exchange differences		—
Balance as of December 31, 2010		$	1,840,346

9.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

		December 31,
		2009 (predecessor)		2010 (successor)
Consideration payable in connection
	with business acquisitions (Note 4)	$	—	$	409,091
Accrued payroll and welfare			—		172,241
Other tax payable			41		35,628
Accrued refunds			—		26,076
Advance from subscribers			—		6,979
Advance from rewards to subscribers			—		2,326
Other current liabilities			—		57,060
Total accrued expenses and other current liabilities		$	41	$	709,401

F-28

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

10.   INCOME TAXES

        Beijing Wowo Tuan and its subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"), which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the years of 2009 and 2010.

        Under the New EIT Law effective from January 1, 2008, the rules for determining whether an entity is resident in the PRC for tax purposes have changed and the determination of residence depends amongst other things on the "place of actual management".

		Years ended December 31
		2009 (predecessor)		2010 (predecessor)
Income tax expenses:
	PRC current income tax expenses	$	—	$	40,471
	PRC deferred income tax benefits		—		—
Total		$	—	$	40,471

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31,
		2009 (predecessor)			2010 (successor)
Deferred tax assets
Current
	Accrued payroll	$	—		$	43,060
Total current deferred tax assets			—			43,060
Non-current
	Net operating loss carry forwards		264			—
Total deferred tax assets			264			43,060
Less: valuation allowance			(264	)		(43,060	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	—		$	135,114
Total deferred tax liabilities		$	—		$	135,114

        The Group had net operating losses of $264 and nil as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance was $264 and $43,060, respectively, which were provided against deferred tax assets arising from net operating losses due to the uncertainty of realization.

F-29

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

10.   INCOME TAXES (Continued)

        The net operating loss carry forwards for the Group as of December 31, 2010 will expire in 2014.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the year ended December 31, 2009 and 2010, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods. The years of 2009 and 2010 remain subject to examination by the PRC tax authorities.

        A reconciliation between the provision for income tax computed by applying statutory PRC enterprise income tax rate of 25% in 2009, 2010 and thereafter, and the actual provision of income taxes is as follows:

	Years ended December 31
	2009 (predecessor)			2010 (predecessor)
Net loss before provision for income taxes	$	(53	)	$	(16,707	)
Statutory tax rates in the PRC		25	%		25	%
Income tax at statutory tax rate		(13	)		(4,177	)
Expenses not deductible for tax purposes		—			1,852
Changes of valuation allowance		13			42,796
Income tax expenses	$	—		$	40,471

11.   FAIR VALUE MEASUREMENT

        The Company measured fair value of assets and liabilities acquired in business acquisitions using various valuation methods, primarily consisting of the such as Income Approach, cost approach or market approach. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (Note 4).

12.   NET LOSS PER ORDINARY SHARE

        As discussed in Note 1, Wowo Group Limited which was incorporated on January 11, 2011, issued 1 share to New Field and subsequently splitted to 300,000,000 shares of which 180,000,000 shares issued to Maodong Xu and 120,000,000 shares issued to Tianqing Xu, as initial share capital. For the purpose of calculating basic earnings per share for year ended December 31, 2009 (predecessor) and 2010 (predecessor), the number of ordinary shares used in the calculation reflects the following events as described in Note 1 as if they took place on January 1, 2009: 1) the issuance and split of shares to Xu;

F-30

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

12.   NET LOSS PER ORDINARY SHARE (Continued)

2) the acquisition of 100% equity interest of Beijing Wowo Tuan by Mr. Maodong Xu and his wife, Ms. Zhou;and 3) the completion of the group reorganization after entering into the VIE arrangement.

	For the years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Numerator used in basic and diluted net loss per ordinary share
Net loss attributable to Wowo Group Limited	$	(53	)	$	(57,178	)
Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic and diluted net loss per ordinary share		300,000,000			300,000,000
Net loss per ordinary share—basic	$	—		$	—
Net loss per ordinary share—diluted	$	—		$	—

13.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")	Controlled by Mr. Maodong Xu
Mr. Yunming Wang	the founder of Beijing Wowo Tuan (the predecessor) before Mr. Maodong Xu and his wife acquired the Company and he is one of the shareholders of the Successor Company.

        As of December 31, 2009 and 2010, the following balances were due from/to the related party:

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due from Lmobile	$	—	$	177,980
Amount due from Mr. Yunming Wang	$	—	$	279,756
Total	$	—	$	457,736

Before Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan, the business of the Company is very small, and no formal third party payment accounts, i.e. Alipay account, open under the Company's name. The Company used Mr. Yunming Wang's personal Alipay account

F-31

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

13.   RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

and one of the Lmobile's Alipay accounts to collect the money from the subscribers. As these accounts were not under the Company's name, the balances of them have been treated as due from the related parties as of December 31, 2010.

Although these accounts were not under the Company's name, the Company has the control of them. The amounts have been collected subsequently.

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due to Mr. Yunming Wang	$	1,683	$	2,367
Total	$	1,683	$	2,367

        All the amounts due from/to related party are unsecured and non-interest bearing.

14.   COMMITMENTS AND CONTINGENCY

Operating lease

        The Group leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2009 and 2010 were nil and $15,961, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	51,493
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	51,493

Consideration for business acquisition

        The Group has entered into two acquisition agreements as of December 31, 2010 for Shijiazhuang Letuaner and Changzhou Bangketuan (see Note 15 for details) of which the acquisitions were completed in the year 2011. The payments for the acquisition consideration were $151,515 in total and were paid in 2011.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions

F-32

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

14.   COMMITMENTS AND CONTINGENCY (Continued)

which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Group's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Group believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Group's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Group's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Group's business taxes to be paid on the gross revenue, this would result in an increase of the Group's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Group for any unpaid business taxes.

15.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were nil and $105,299 for the years ended December 31, 2009 and 2010, respectively, were reported as a component of general and administrative expenses when incurred.

16.   STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIE and VIE's subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2009 and 2010, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached the

F-33

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

16.   STATUTORY RESERVES AND RESTRICTED NET ASSETS (Continued)

50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil for the years ended December 31, 2009 and 2010.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Group not available for distribution was $2,070,501 as of December 31, 2010.

17.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of December 31, 2010 through September 23, 2011, the date the consolidated financial statements were available to be issued.

Reorganization of the Group

        On May 31, 2011, the shareholders of Beijing Wowo Tuan entered into a series of contractual arrangements with Beijing Wowo Shijie Information Technology Co., Ltd ("WOFE"), an entity established on May 19, 2011 in Beijing, the PRC, of which Wowo Group Limited, a company that Mr. Maodong Xu and Mr. Tianqing Xu are collectively held more than 50% equity interest, holds 100% equity interest. Through entering into these contractual arrangements between WOFE and Beijing Wowo Tuan, Wowo Group Limited effectively control over and entitled to the residual returns of Beijing Wowo Tuan and its subsidiaries and considered as the primary beneficiary of Beijing Wowo Tuan and its subsidiaries.

Business Acquisitions

        Subsequent to the balance sheet date, Beijing Wowo Tuan acquired entities which operate group buying businesses in different provinces in the PRC.

(a)   Acquisition of Shijiazhuang Letuaner

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Shijiazhuang Letuaner which operates the group buying business in Shijiazhuang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Shijiazhuang Letuaner to the original shareholder and the key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into in December 2010.

F-34

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shijiazhuang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shijiazhuang Letuaner with the performance condition based on the revenue and gross margin generated from the operation of Shijiazhuang Wowo Tuan for the next four years.

(b)   Acquisition of Changzhou Bangketuan

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Bangketuan which operates the group buying business in Changzhou for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Bangketuan to the original shareholders and the key employees for their continuing employment with Changzhou Bangketuan for the next three years from the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

(c)   Acquisition of Wuxi Yuzhong

        In February 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd.'s ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $303,030 (RMB2 million). In addition, Beijing Wowo Tuan injected $454,546 (RMB3 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

(d)   Acquisition of Shenzhen Xunjie

        In March 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

(e)   Acquisition of Fuzhou Baiketuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest of Fuzhou Baiketuan, which operates the group buying business in Fuzhou for a total consideration of $45,455 (RMB0.3 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of the newly incorporated subsidiary to the original shareholder and the key employees for their continuing employment with the newly incorporated subsidiary for the next three years from the acquisition date.

F-35

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

(f)    Acquisition of Chengdu Beiguo

        In April 2011, Beijing Wowo Tuan acquired 60.4% equity interest of Chengdu Beiguo Technology Co., Ltd ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $196,969 (RMB1.3 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        On July 1, 2011, 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the company are granted to the original shareholders of Chengdu Beiguo with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo for the next four years.

(g)   Acquisition of Shanghai Yinqing

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB 2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

(h)   Acquisition of Langfang Wodetuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Langfang Wodetuan, which operates the group buying business in Langfang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Langfang Wodetuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Langfang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Langfang Wodetuan with the performance condition based on the revenue and gross margin generated from the operation of Langfang Wowo Tuan for the next four years.

(i)    Acquisition of Xiamen Shantuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Xiamen Shantuan which operates the group buying business in Xiamen for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the original shareholders and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Xiamen Shantuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Xiamen Wowo Tuan and will grant certain share options of the Company to the original shareholders of

F-36

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

Xiamen Shantuan with the performance condition based on the revenue and gross margin generated from the operation of Xiamen Wowo Tuan for the next four years.

(j)    Acquisition of Changzhou Jingcaituan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in of Changzhou Jingcaituan, which operates the group buying business in Changzhou for a total consideration of $818,182 (RMB5.4 million).

(k)   Acquisition of Ningbo Tangtuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Ningbo Tangtuan, which operates the group buying business in Ningbo for a total consideration of $303,030 (RMB2 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date.

(l)    Acquisition of Kai Yi Shi Dai

        On April 1, 2011, Maodong acquired 100% equity interest of Kai Yi Shi Dai for a total cash consideration of $909,091(RMB6 million) from the original shareholders of Kai Yi Shi Dai. Kai Yi Shi Dai offers the group buying customers to access a searching platform in Beijing.

        Through entering into a series of contractual arrangement between WOFE on May 31, 2011, the Company became the primary beneficiary of Kai Yi Shi Dai.

(m)  Acquisition of other group buying businesses

        In February 2011, Wowo Holding Limited (HongKong) ("Wowo HK") acquired 100% interest in Shijiazhuang Jutuaner, which operate the searching platform for group buying business in Shijiazhuang, for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (RMB0.4 million) and shares of Wowo HK valued at $60,606 (RMB0.4 million). In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration.

        In February 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou Zuituan for contingent consideration based on performance of the original shareholders for the next two years.

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Xiamen, Hangzhou, Shaoxing, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $681,818 (RMB4.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders for their continuing employment with Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, respectively, for the next three years from the acquisition date.

        In March 2011, Beijing Wowo Tuan acquired 100% interest in Hunan Tuankela, which operates the group buying business in Hunan for a total consideration of $374,242 (RMB2.47 million). In

F-37

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

March 2011, Hunan Wowo Tuan was set up for the business acquired, and 49% of the equity was transferred to the original holder of Hunan Tuankela.

        In March 2011, Beijing Wowo Tuan signed agreement with two other unrelated companies to set up a company named Baoding Dulituan with paid-in capital of $606,061 (RMB4 million), Beijing Wowo Tuan held 51% equity shares of Baoding Dulituan with capital injection of $309,091(RMB2.04 million). Baoding Dulituan is engaged in group buying business in Baoding.

        In April 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        The above transactions were considered as acquisition of businesses and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes. The total consideration for all above mentioned acquisitions subsequent to the balance sheet as of December 31, 2010 through September 20, 2011 was US$7,669,594. The allocation of the purchase price was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

        The purchase price for all above mentioned acquisitions was allocated as follows:

					Amortization period
Net tangible assets acquired		$	1,589,872
Intangible assets:
	Trade name/domain name		590,151		10 years
	User base		439,318		2 years
	Operating system		115,259		3 years
	Customer relationship		19,545		6 years
Deferred tax liabilities			(109,242	)
Goodwill			5,024,692
Total		$	7,669,595
Cash consideration			5,947,349
Fair value of noncontrolling interest			1,722,246
Total consideration		$	7,669,595

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the Company are granted to the original shareholders of Chengdu Beiguo with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

F-38

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will acquire the remaining 49% of Hunan Wowo Tuan with zero consideration and will grant certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into from December 2010 to April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and will grant certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

F-39

WOWO GROUP LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-Current assets:
	Investment in subsidiaries and variable interest entity	$	2,013,054
TOTAL ASSETS			2,013,054
Equity:
	Ordinary shares ($0.00001 par value; 1,928,600,536 shares authorized; 300,000,000 shares issued as of December 31, 2010)		3,000
	Additional paid-in capital		2,067,501
	Accumulated deficit		(58,235	)
	Accumulated other comprehensive income		788
TOTAL EQUITY		$	2,013,054

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-40

WOWO GROUP LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

(In U.S. dollars)

Notes:

1.     BASIS FOR PREPARATION

        The condensed financial information of the parent company, Wowo Group Limited, has been prepared using the same accounting policies as set out in the Company's consolidated financial statements except that the parent company has used equity method to account for its investment in its subsidiaries and its variable interest entity ("VIE").

        The condensed financial information is provided since the restricted net assets of the Group's subsidiaries and VIE were over the 25% of the consolidated net assets of the Group as of December 31, 2010.

2.     INVESTMENT IN SUBSIDIARIES

        The parent company and its subsidiaries and VIE were included in the consolidated financial statements where inter-company balances and transactions were eliminated upon consolidation. For purpose of the parent company's stand-alone financial statements, its investments in subsidiaries and VIE were reported using the equity method of accounting. The parent company's share of loss from its subsidiaries and VIE were reported as share of loss of subsidiaries and VIE in the accompanying parent company financial statements.

F-41

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share data)

		December 31, 2010 (successor)			June 30, 2011 (successor)			June 30, 2011 (Pro forma)
								(Note 3)
ASSETS
Current assets:
	Cash and cash equivalents	$	180,899		$	38,577,964		$	38,577,964
	Accounts receivable		105,318			242,998			242,998
	Prepaid expenses and other current assets		45,735			11,552,861			11,552,861
	Amounts due from related parties		457,736			648,472			648,472
Total current assets			789,688			51,022,295			51,022,295
Property and equipment, net			102,319			3,609,444			3,609,444
Acquired intangible assets, net			661,242			1,696,627			1,696,627
Goodwill			1,840,346			7,010,014			7,010,014
TOTAL ASSETS			3,393,595			63,338,380			63,338,380
Current liabilities:
	Accounts payable (including accounts payable of the consolidated VIE entities without recourse to Wowo Group Limited of $492,205 and $5,964,123 as of December 31, 2010 and June 30, 2011, respectively)		492,205			5,964,123			5,964,123
	Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE entities without recourse to Wowo Group Limited of $709,401 and $21,452,795 as of December 31, 2010 and June 30, 2011, respectively)		709,401			22,586,533			22,586,533
	Deferred revenue (including deferred revenue of the consolidated VIE entities without recourse to Wowo Group Limited of nil and $7,608,386 as of December 31, 2010 and June 30, 2011, respectively)		—			7,608,386			7,608,386
	Amounts due to related parties (including amount due to related parties of the consolidated VIE entities without recourse to Wowo Group Limited of $2,367 and $232,072 as of December 31, 2010 and June 30, 2011, respectively)		2,367			232,072			232,072
	Income tax payable (including income tax payable of the consolidated VIE entities without recourse to Wowo Group Limited of $41,454 and $49,168 as of December 31, 2010 and June 30, 2011, respectively)		41,454			49,168			49,168
Total current liabilities			1,245,427			36,440,282			36,440,282
Deferred tax liabilities			135,114			227,895			227,895
Total liabilities			1,380,541			36,668,177			36,668,177
Commitments and contingencies (Note 18)
Series A-1 convertible redeemable preferred shares ($0.00001 par value; total 20,000,000 preferred shares authorized, nil and 5,489,604 shares issued and outstanding as of December 31, 2010 and June 30, 2011, liquidation value $11,565,304)			—			5,159,717			—
Series A-2 convertible redeemable preferred shares ($0.00001 par value; total 51,339,464 preferred shares authorized, nil and 32,857,257 shares issued and outstanding as of December 31, 2010 and June 30, 2011, liquidation value $74,017,945)			—			32,312,022			—
Equity/(deficit):
	Ordinary shares ($0.00001 par value; 1,928,600,536 shares authorized, 300,000,000 and 323,886,640 shares issued and outstanding as of December 31, 2010 and June 30, 2011)		3,000			3,239			3,622
	Additional paid-in capital		2,067,501			18,499,309			55,970,665
	Accumulated deficit		(58,235	)		(30,653,385	)		(30,653,385	)
	Accumulated other comprehensive income/(loss)		788			(191,671	)		(191,671	)
Total Wowo Group Limited's equity/(deficit)			2,013,054			(12,342,508	)		25,129,231
Noncontrolling interests			—			1,540,972			1,540,972
Total equity/(deficit)			2,013,054			(10,801,536	)		26,670,203
TOTAL LIABILITIES, SERIES A CONVERTIBLE REDEEMABLE PREFERRED SHARES AND EQUITY/(DEFICIT)		$	3,393,595		$	63,338,380		$	63,338,380

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-42

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except share and per share data)

		Six-month period ended June 30,
		2010 (predecessor)		2011 (successor)
Net revenues		$	119,654	$	15,464,491
Cost of revenues			78,194		14,265,472
Gross profit			41,460		1,199,019
Operating expenses:
	Selling and marketing (including share-based compensation of nil and $214,120 for six-month period ended June 30, 2010 and 2011, respectively)		4,903		25,855,240
	General and administrative (including share-based compensation of nil and $2,673,103 for six-month period ended June 30, 2010 and 2011, respectively)		9,441		5,770,114
Total operating expenses			14,344		31,625,354
Income/(loss) from operations			27,116		(30,426,335	)
Provision/(benefit) for income tax			7,873		(11,785	)
Net income/(loss)			19,243		(30,414,550	)
Less: Net loss attributable to noncontrolling interests			—		(422,496	)
Net income/(loss) attributable to Wowo Group Limited			19,243		(29,992,054	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—		177,790
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—		427,687
Net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited		$	19,243	$	(30,597,531	)
Net income/(loss) per ordinary share
	Basic	$	—	$	(0.10	)
	Diluted	$	—	$	(0.10	)
Net income per Series A-1 convertible redeemable preferred share—Basic			N/A	$	0.07
Net income per Series A-2 convertible redeemable preferred share—Basic			N/A	$	0.06
Weighted average shares used in calculating net loss per ordinary share
	Basic		300,000,000		317,269,456
	Diluted		300,000,000		317,269,456
Weighted average shares used in calculating net income per Series A-1 convertible redeemable preferred share			N/A		2,714,304
Weighted average shares used in calculating net income per Series A-2 convertible redeemable preferred share			N/A		6,594,269

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-43

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS)

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

	Wowo Group Limited's shareholder's equity/(deficit)
	Ordinary shares						Retained earnings/ Accumulated deficits			Accumulated other comprehensive income/(loss)			Total Wowo Group Limited's shareholders' equity/(deficit)
					Additional paid-in capital											Noncontrolling interests			Total equity/(deficit)			Comprehensive income /(loss)
Predecessor	Shares		Amount
Balance as of January 1, 2010		—	$	—	$	4,323	$	(1,057	)	$	72		$	3,338		$	—		$	3,338
Net income		—		—		—		19,243			—			19,243			—			19,243		$	19,243
Foreign currency translation adjustment		—		—		—		—			(39	)		(39	)		—			(39	)		(39	)
Balance as of June 30, 2010		—		—		4,323		18,186			33			22,542			—			22,542			19,204
Successor
Balance as of January 1, 2011		300,000,000		3,000		2,067,501		(58,235	)		788			2,013,054			—			2,013,054
Issuance of ordinary shares (Note 12)		23,886,640		239		10,970,776		—			—			10,971,015			—			10,971,015
Capital contribution from shareholders		—		—		1,667,099		—			—			1,667,099			—			1,667,099
Capital contribution by Mr. Maodong Xu to acquire Kai Yi Shi Dai		—		—		906,710		2,381			—			909,091			—			909,091
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares		—		—		—		(177,790	)		—			(177,790	)		—			(177,790	)
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares		—		—		—		(427,687	)		—			(427,687	)		—			(427,687	)
Net loss		—		—		—		(29,992,054	)		—			(29,992,054	)		(422,496	)		(30,414,550	)		(30,414,550	)
Share-based compensation		—		—		2,887,223		—			—			2,887,223			—			2,887,223
Acquisition of VIE and VIEs' subsidiaries		—		—		—		—			—			—			1,944,973			1,944,973
Foreign currency translation adjustment		—		—		—		—			(192,459	)		(192,459	)		18,495			(173,964	)		(173,964	)
Balance as of June 30, 2011		323,886,640	$	3,239	$	18,499,309	$	(30,653,385	)	$	(191,671	)	$	(12,342,508	)	$	1,540,972		$	(10,801,536	)	$	(30,588,514	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-44

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Six-month period ended June 30,
			2010 (predecessor)			2011 (successor)
Cash flows from operating activities:
	Net income/(loss)		$	19,243		$	(30,414,550	)
	Adjustments to reconcile net income/(loss) to net cash used in operating activities:
		Share-based compensation		—			2,887,223
		Depreciation and amortization		—			292,913
		Deferred income taxes		—			(21,376	)
Changes in operating assets and liabilities:
		Accounts receivable		(3,789	)		6,450
		Prepaid expenses and other current assets		—			(10,858,459	)
		Accounts payable		(47,192	)		5,031,395
		Deferred revenue		—			7,526,467
		Accrued expenses and other current liabilities		12,046			11,129,241
		Income tax payable		7,871			2,532
Net cash used in operating activities				(11,821	)		(14,418,164	)
Cash flows from investing activities:
	Purchase of property and equipment			—			(3,352,488	)
	Payments for acquisition of business (net of cash acquired of $1,610,499)			—			(2,318,957	)
	Amounts due from related parties			(133	)		(105,538	)
Net cash used in investing activities				(133	)		(5,776,983	)
Cash flows from financing activities:
	Proceeds from issuance of Series A-1 convertible redeemable preferred shares			—			5,000,000
	Proceeds from issuance of Series A-2 convertible redeemable preferred shares			—			32,000,000
	Advance for planned capital injection of Series A-2 convertible redeemable preferred shares			—			1,000,000
	Contribution from shareholders			—			7,983,291
	Amounts due to related parties			11,754			71,311
	Proceeds from issuance of ordinary shares			—			10,971,015
	Capital contributions from shareholders			—			1,667,099
Cash provided by financing activities				11,754			58,692,716
Effect of exchange rate changes				33			(100,504	)
(Decrease)/increase in cash				(167	)		38,397,065
Cash and cash equivalents, beginning of the period				5,064			180,899
Cash and cash equivalents, end of the period			$	4,897		$	38,577,964
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	2,829
Non-cash investing activities:
	Acquisition of business
		Outstanding consideration payable for the acquisitions during the six-month period ended June 30, 2010 and 2011		—		$	1,587,762
Non-cash financing activities:
	Accrued issuance costs related to preferred share offerings			—			133,738

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-45

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Group Limited ("the Company") was incorporated in British Virgin Islands ("BVI") on January 11, 2011. The Company and its consolidated subsidiaries, variable interest entities ("VIEs") and VIEs' subsidiaries are primarily engaged in the provision of online group buying services relating to local e-commerce services in the food service, health and beauty, leisure, recreation and retail sectors in the People's Republic of China ("PRC").

        As of June 30, 2011, details of the Group's subsidiaries, VIEs and VIEs' subsidiaries were as follows:

	Later of acquisition/ incorporation		Place of establishment/ incorporation	Percentage of economic ownership
Subsidiaries:
Wowo Holding Limited (HK) ("Wowo HK")		January 24, 2011	Hong Kong		100	%
Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE")		May 19, 2011	PRC		100	%
VIEs:
Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan")		December 31, 2010	PRC		100	%
Beijing Kai Yi Shi Dai Network Technology Co., Ltd. ("Kai Yi Shi Dai")		April 1, 2011	PRC		100	%
Beijing Yi You Bao Information Technology Co., Ltd. ("Yi You Bao")		May 6, 2011	PRC		100	%
VIEs' subsidiaries:
Changzhou Wowo Tuan Information Technology Co., Ltd.		February 9, 2011	PRC		100	%
Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		February 28, 2011	PRC		100	%
Hunan Wowo Tuan Information Technology Co., Ltd.		March 2, 2011	PRC		51	%
Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		April 1, 2011	PRC		100	%
Jinan Wuzhiwu Information Technology Co., Ltd.		April 2, 2011	PRC		100	%
Shaoxing Wowo Tuan Information Technology Co., Ltd.		April 7, 2011	PRC		100	%
Langfang Wowo Tuan Information Technology Co., Ltd.		May 10, 2011	PRC		100	%
Jilin Wowo Tuan Information Technology Co., Ltd.		June 2, 2011	PRC		100	%
Wuxi Yuzhong Internet Technology Co., Ltd.		February 28, 2011	PRC		51	%
Shenzhen Xunjie Time Media Co., Ltd		March 1, 2011	PRC		51	%
Shanghai Yinqing Advertising Co., Ltd.		March 11, 2011	PRC		51	%
Chengdu Beiguo Technology Co., Ltd.		April 1, 2011	PRC		60	%

History of the Group and reorganization under common control

        The Company was established on January 11, 2011 with share capital of $1 by New Field Worldwide Limited ("New Field"), a limited company which is 60% owned by Mr. Maodong Xu

F-46

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

("Maodong") and 40% owned by Mr. Tianqing Xu ("Tianqing"), brother of Mondong, (Maodong and Tianqing are collectively referred to "Xu") as a vehicle for the group reorganization. Xu agreed to acting in collaboration regarding the decisions on the Company's significant financing, investing and operating activities. The Group commenced its group buying business in China in March 2010 through Beijing Wowo Tuan which has subsequently become the Group's VIE through the contractual arrangements described below in "the VIEs arrangements".

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 41,100,000 of their own ordinary shares of the Company, to certain directors and executives of the Company for compensation of their services to the Group. These directors and executives collectively held 15.16% of the Company's total outstanding shares.

        On January 20, 2011 and March 8, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for consideration of $2,964,930 and 16,194,332 ordinary shares to an individual investor for consideration of $8,006,085, respectively.

        On January 20, 2011, Maodong transferred 3,467,451of his ordinary shares of the Company to the five founder shareholders and key employees as the settlement for part of the consideration for its acquisition of Beijing Wowo Tuan on December 30, 2010 (see below for detail).

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for cash proceeds of $5,000,000. On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.97391 per Series A-2 Preferred Shares for total cash proceeds of $30,000,000 and $2,000,000, respectively.

        After a series of issuance and transfers of shares and transactions, Xu collectively held 59.3% voting rights of the Company as of June 30, 2011.

        Beijing Wowo Tuan was established by two shareholders in Beijing, the PRC, as a limited liability company on May 26, 2008 and commenced its group buying business operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Maodong and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired Beijing Wowo Tuan ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (RMB12.3 million) including cash of $500,000 (RMB3.3 million) and an undertaking to issue shares in the Company which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in the Company was valued at $1,363,637 (RMB9 million).

F-47

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Shortly after the completion of the acquisition of Beijing Wowo Tuan, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Tianqing at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Maodong and Tianqing, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Maodong and Tianqing of the acquisition of Beijing Wowo Tuan has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        From December 2010 to April 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in the PRC to establish new companies in which Beijing Wowo Tuan holds controlling interests or to acquire such local group buying service providers' businesses (see Note 5).

        On January 24, 2011, the Company established two wholly owned subsidiaries including an entity incorporated in Hong Kong, namely Wowo Holding Limited (Hong Kong) ("Wowo HK") and on May 19, 2011, an entity incorporated in Beijing, namely Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE").

        On April 1, 2011, Mr. Maodong Xu ("Maodong") acquired 100% equity interest of Kai Yi Shi Dai, which offers the group buying customers to access a searching platform.

        On May 6, 2011, Maodong established Yi You Bao, which is engaged in the internal research and development on the guest electronic management system.

        Through entering into a series of contractual arrangements between its WOFE and VIEs on May 31, 2011 and June 10, 2011, the Company succeeded the business of provision of online group buying services of Beijing Wowo Tuan, searching services of Kai Yi Shi Dai and the internal research and development of Yi You Bao. Immediately and after the reorganization, Maodong and Tianqing controlled the Company, WOFE, Beijing Wowo Tuan and its subsidiaries, Kai Yi Shi Dai and Yi You Bao; therefore, the reorganization was accounted for as a transaction between entities under common control. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared by using Xu's basis and as of the current corporate structure had been in existence since the date Maodong and his wife, Ms. Fang Zhou acquired Beijing Wowo Tuan, the predecessor to the Company.

        Consequently, the pre-change in basis financial statements of the Group ("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting bases.

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its

F-48

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

businesses through the VIEs and VIEs' subsidiaries. To provide the Company the expected residual returns of the VIEs and VIEs' subsidiaries, WOFE entered into a series of contractual arrangements with the VIEs including Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Technical Support Service Agreement.    WOFE and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including its subsidiaries or any companies or entities under its control, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. The VIEs shall pay to WOFE service fees determined based on the revenues of the affiliated consolidated entities. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements shall be extended automatically by another ten years upon the written confirmation by WOFE before the expiry of thereof. During the term of the exclusive technical support service agreements, any of the affiliated consolidated entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, or other illegal action or bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to WOFE as collateral to secure performance of all obligations of the affiliated consolidated entities and their shareholders under the applicable exclusive technical support service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

•

Agreements that Provide the Company with Effective Control over VIEs

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of his rights as a shareholder of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into exclusive call option agreements with WOFE, pursuant to which WOFE has

F-49

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and the shareholders of the affiliated consolidated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of WOFE.

        Through these contractual agreements, the Company has the ability to effectively control the VIEs and VIEs' subsidiaries and is also able to receive substantially all the economic benefits of the VIEs and VIEs' subsidiaries.

        In June 2009, the Financial Accounting Standards Board (the "FASB") issued an authoritative pronouncement to amend the accounting rules for VIE. The amendment effectively replaces the quantitative-based risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has (1) the power to direct the activities of a variable interest entity that most significantly affect the entity's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. The new guidance also requires additional disclosures about a reporting entity's involvement with VIE and about any significant changes in risk exposure as a result of that involvement.

        The new guidance is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, and all interim and annual periods thereafter. The Company adopted the new guidance on January 1, 2010 and the disclosure requirements of the new guidance were retrospectively applied for all the periods presented in the unaudited condensed consolidated financial statements.

        The Company believes that Wowo Shijie's contractual arrangements with the VIEs and their respective subsidiaries are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entities were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entities not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entities. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

F-50

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

•

block the Group's websites;

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs, VIEs' subsidiaries, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIEs and VIEs' subsidiaries. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, the VIEs and their respective subsidiaries.

        These are no consolidated VIE entities' assets that are collateral for the VIE entities' obligations and can only be used to settle the VIE entities' obligations.

        The following financial statement balances and amounts of the VIEs and VIEs' subsidiaries were included in the accompanying unaudited condensed consolidated financial statements as follows:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Total current assets	$	789,688	$	20,603,817
Total non-current assets		2,603,907		12,316,085
Total assets		3,393,595		32,919,902
Total current liabilities		1,245,427		35,306,544
Total non-current liabilities		135,114		227,895
Total liabilities	$	1,380,541	$	35,534,439

F-51

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

	Six-month period ended June 30,
	2010 (predecessor)		2011 (successor)
Net revenues	$	119,654	$	15,464,491
Net income/(loss)	$	27,116	$	(27,245,635	)

	Six-month period ended June 30,
	2010 (predecessor)			2011 (successor)
Net cash used in operating activities	$	(11,821	)	$	(14,418,164	)
Net cash used in investing activities		(133	)		(5,776,983	)
Net cash provided by financing activities	$	11,754		$	20,692,715

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The unaudited condensed consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP"). The results of operations for the six-month period ended June 30, 2010 and 2011 are not necessarily indicative of the results of the full years. The Group believes that the disclosures are adequate to make the information presented not misleading.

        In opinion of the management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

        The financial information as of December 31, 2010 presented in the unaudited condensed financial statements is derived from the Beijing Wowo Tuan's audited consolidated financial statements for the year ended December 31, 2010.

        The Group had experienced a net loss of approximately $30.4 million in the six-months ended June 30, 2011 and total deficit of approximately $10.8 million as of June 30, 2011. Based on the Group's liquidity and available cash position as of July 30, 2011 and with the additional fund raising of $18 million in connection with the issuance of Series A-2 convertible redeemable preferred shares in July 2011, the management believes the Group is able to meet in full its financial obligations as they fall due for at least the next 12 months. As a result, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis.

Basis of consolidation

        The unaudited condensed consolidated financial statements included the financial statements of the Company, its consolidated subsidiaries, VIEs and VIEs' subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.

F-52

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

        The Group primarily generates revenue from the sales of the online coupon. The Group recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured.

        For the period prior to January 2011, the Group allowed customers to claim for refunds and returns on the coupons sold if the customers found any defects or damages on goods or service after redemption of the coupon. Claims for refunds and returns during the periods prior to January, 2011 were estimated to be minimal. The amount of sales return and refund for the six-month period ended June 30, 2010 (predecessor) was nil. Hence, the criteria for revenue recognition generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Group; and (iii) the Group has released the electronic coupons for the agreed discounted prices to the participating users.

        For the period subsequent to January 2011, the Group has adopted new return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a customer has not redeemed the coupon. Due to the short operating history of the Group, the Group is not able to reasonably estimate the amount of refunds in relation to those unused coupons. Hence, the payment received for unredeemed coupons are initially recognized as deferred revenues and are recognized as revenues when the coupons are redeemed. Deferred revenue recognized in relation to unredeemed coupons as of June 30, 2011 was $7,608,386.

        The Group, from time to time, voluntarily distributes discount coupons as sales incentives. These coupons can only be utilized in conjunction with subsequent purchases and are recorded as reduction of revenues at the time of use.

        The Group records the gross amount it receives, excluding taxes where applicable, when (i) the Group is the primary obligor in the transaction; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, the Group recognizes revenue on a net basis when (i) the Group is not the primary obligor in the transaction; (ii) the Group collect pre-agreed fixed from the merchant clients and (iii) the merchant clients have the credit risk. The Group recognized revenue of $14,890,301 on a gross basis and $649,682 on a net basis for the six-month period ended June 30, 2011.

        Some revenue is derived from selling online advertisements and providing online platform services for group buying companies. The Company typically signs standard contracts with its advertising customers on the Company's website for a period of time. The Company recognizes revenues ratably over the period for which the advertisements are displayed and the website links are published. The Company recognized revenue of $28,221 from such services for the six-month period ended June 30, 2011.

F-53

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the six-month period ended June 30, 2010 and 2011 totaled $2,832 and $103,713 respectively.

Rewards programs

        The Group uses various subscriber reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Group grants the subscriber credits that can be redeemed in the future. The Group accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the unaudited condensed consolidated balance sheets (see Note 10 "Accrued expenses and other current liabilities") and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Group's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's unaudited condensed consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, impairment of goodwill, valuation allowance for deferred tax assets, fair value of ordinary shares, share-based compensation and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-54

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment, net, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Acquired intangible assets, net

        Acquired intangible assets, net, with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	10 years
User base	2 years
Operating system	3 years
Customer relationship	6 years

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the six-month period ended June 30, 2010 and 2011.

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second

F-55

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the six-month period ended June 30, 2010 and 2011.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the unaudited condensed consolidated statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the unaudited condensed consolidated statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional and reporting currency of the Company is the United States dollar ("U.S. dollars"). The financial records of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC and Hong Kong are maintained in their local currencies, the Renminbi ("RMB") and Hong Kong Dollar ("HK$"), respectively, which are also the functional currencies of these entities.

F-56

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling on the balance sheet date. Transactions in currencies other than the functional currency during the period are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the condensed consolidated statements of operations.

        The Company's entities with functional currency of RMB and HK$ translate their operating results and financial position into the U.S. dollars, the Group's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income/(loss).

Share-based payments

        Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs net of an estimated forfeiture rate using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or is expected to differ, from such estimate. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expenses to be recognized in future periods.

        Share-based payment awards issued to non-employees, such as consultants, are measured at fair value at the earlier of the commitment date or the date the service is completed and recognized over the period the service is provided.

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 5 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses using straight-line method over the requisite service periods.

Net income/(loss) per share

        Basic net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shareholders of Wowo Group Limited by the weighted average number of ordinary shares outstanding during the period. Diluted net income/(loss) per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

        The Group's convertible redeemable preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group applies the two-class method of computing net income/(loss) per share, for ordinary and preferred shares

F-57

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

according to participation rights in undistributed earnings. Under this method, undistributed net income is allocated on a pro rata basis to the ordinary and preferred shares to the extent that each class may share income for the period; whereas the undistributed net loss is allocated to ordinary shares because preferred shares are not contractually obligated to share the loss.

        Diluted net income/(loss) per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had convertible redeemable preferred shares and share options, which could potentially dilute basic net income/(loss) per ordinary share. To calculate the number of shares for diluted income/(loss) per share, the effect of the convertible redeemable preferred shares is computed using the as if-converted method; the effect of the share options is computed using the treasury stock method.

Beneficial conversion feature

        For convertible instruments, a beneficial conversion feature is recognized when the conversion price is less than the fair value of the ordinary share into which the instrument is converted. For convertible instruments that have a stated redemption date (such as debt and mandatorily redeemable preferred shares), the discount resulting from recording a beneficial conversion option is accreted from the date of issuance to the stated redemption date of the convertible instrument, regardless of when the earliest conversion date occurs.

        In circumstances in which the instrument is converted prior to amortization of the full amount of the discount, the remaining unamortized discount at the date of conversion is immediately recognized as interest expense or as a dividend, as appropriate.

Comprehensive income/(loss)

        Comprehensive income/(loss) includes net income (loss) and foreign currency translation adjustments. Comprehensive income/(loss) is reported in the condensed consolidated statements of changes in equity/(deficit) and comprehensive income/(loss).

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

F-58

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Cash is the common form of the consideration paid for acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in the condensed consolidated statements of operations.

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amounts due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amounts due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the condensed consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a recurring basis include the contingent consideration payable in connection with a business acquisition (see Note 5(n)) based on Level 3 inputs.

F-59

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Maodong and Tianqing and business acquisitions set out in Note 5.

Recently issued accounting standards not yet adopted

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     UNAUDITED PRO FORMA INFORMATION

        Unaudited pro forma balance sheet information as of June 30, 2011 assumes the conversion of the Series A-1 convertible redeemable preferred shares and Series A-2 convertible redeemable preferred shares outstanding into ordinary shares using a conversion ratio of 1:1, which will result in 38,346,861 ordinary shares being issued in connection with the conversion, as if the conversion had occurred as of June 30, 2011.

        Unaudited pro forma net income/(loss) per ordinary share is not presented because the effect of the conversion of the outstanding Series A-1 convertible redeemable preferred shares and Series A-2 convertible redeemable preferred shares using conversion ratios of 1:1 would not result in any dilution to net income/(loss) applicable to ordinary shareholders and would have resulted in a pro forma net income/(loss) per ordinary share equal to the actual net income/(loss) per ordinary share for the six-month period ended June 30, 2010 and 2011.

F-60

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

4.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews financial information of separate geographic locations based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Company. The business is organized and monitored on the basis of geographic locations. This financial information is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Group has determined that it has only one operating segment.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

5.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shijiazhuang Letuaner

        On January 1, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") from Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Shijiazhuang Chuanglian relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on February 28, 2011 for the online group buying service business of Shijiazhuang Letuaner, to the original shareholder and the key employees of Shijiazhuang Chuanglian for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-61

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	21,494
Intangible assets:
	Trade name/domain name		6,818	10 years
	User base		34,697	2 years
	Operating system		6,364	3 years
Goodwill			6,385
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into in December 2010. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shijiazhuang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shijiazhuang Letuaner with the performance condition based on the revenue and gross margin generated from the operation of Shijiazhuang Wowo Tuan for the next four years.

(b)   Acquisition of Changzhou Bangketuan

        On January 7, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.bangke.com ("Changzhou Bangketuan") from Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on February 9, 2011 for the online group buying service business, to the original shareholders and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-62

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	5,812
Intangible assets:
	Trade name/domain name		5,303	10 years
	User base		11,212	2 years
	Operating system		6,364	3 years
Goodwill			47,067
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

(c)   Acquisition of Wuxi Yuzhong

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $454,546 (RMB3 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB2 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-63

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	186,634
Intangible assets:
	Trade name/domain name		163,636		10 years
	User base		19,394		2 years
	Operating system		6,970		3 years
Deferred tax liabilities			(47,500	)
Goodwill			1,052,078
Total		$	1,381,212
Cash consideration			757,576
Fair value of 49% noncontrolling interest		$	623,636
Total		$	1,381,212

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

(d)   Acquisition of Shenzhen Xunjie

        On March 1, 2011, Beijing Wowo Tuan acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-64

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

Net tangible assets acquired	$	410,554
Goodwill		477,230
Total	$	887,784
Cash consideration		454,545
Fair value of 48.8% noncontrolling interest		433,239
Total	$	887,784

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(e)   Acquisition of Fuzhou Baiketuan

        On April 1, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.baike.com ("Fuzhou Baiketuan") from Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai") for a total cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees of Fuzhou Fuhai for their continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	4,015
Intangible assets:
	Trade name/domain name		3,182	10 years
	User base		31,818	2 years
	Operating system		6,364	3 years
Goodwill			76
Total consideration		$	45,455

F-65

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(f)    Acquisition of Chengdu Beiguo

        On April 1, 2011, Beijing Wowo Tuan acquired 60.4% equity interest of Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $181,818 (RMB1.2 million). In addition, Beijing Wowo Tuan injected $242,424 (RMB1.6 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	249,707
Intangible assets:
	Trade name/domain name		80,606		10 years
	User base		38,182		2 years
	Operating system		6,364		3 years
Deferred tax liabilities			(31,288	)
Goodwill			358,817
Total		$	702,388
Cash consideration			424,242
Fair value of 39.6% noncontrolling interest		$	278,146
Total		$	702,388

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain stock options of the Company are granted to the original shareholders of Chengdu Beigou with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

F-66

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

(g)   Acquisition of Shanghai Yinqing

        On March 11, 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB 2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

Net tangible assets acquired	$	391,356
Goodwill		398,899
Total	$	790,255
Cash consideration		403,030
Fair value of 49% noncontrolling interest	$	387,225
Total	$	790,255

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(h)   Acquisition of Kai Yi Shi Dai

        On April 1, 2011, Maodong acquired 100% equity interest of Kai Yi Shi Dai for a total cash consideration of $909,091(RMB6 million) from the original shareholders of Kai Yi Shi Dai. Kai Yi Shi Dai offers the group buying customers to access a searching platform in Beijing. As described in Note 1, the Company through its WOFE entered into a series of contractual arrangements with Ka Yi Shi Dai, the Company became the primary beneficiary of Ka Yi Shi Dai and entitled to receive the expected residual returns of Ka Yi Shi Dai. Since then, Ka Yi Shi Dai was the VIE subsidiary of the Company.

        The consideration paid by Maodong in connection with the acquisition of Kai Yi Shi Dai has been allocated to the identifiable assets and liabilities of Kai Yi Shi Dai using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

F-67

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	17,592
Intangible assets:
	Trade name/domain name		69,697		10 years
	User base		27,879		2 years
	Operating system		4,697		3 years
	Customer relationship		19,545		6 years
Deferred tax liabilities			(30,455	)
Goodwill			800,136
Total consideration		$	909,091

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(i)    Acquisition of Langfang Wodetuan

        On April 7, 2011, Beijing Wowo Tuan acquired 100% online group buying service business under the domain name of www.wdtuan.com ("Langfang Wodetuan") from Beijing Xinhai Hudong Technology Co., Ltd. ("Xinhai Hudong") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xinhai Hudong relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Langfang Wowo Tuan Information Technology Co., Ltd., a newly incorporated company by Beijing Wowo Tuan on May 10, 2011, for the online group buying service business, to the original shareholder and the key employees of Xinhai Hudong for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-68

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	4,741
Intangible assets:
	Trade name/domain name		5,303	10 years
	User base		15,909	2 years
	Operating system		6,364	3 years
Goodwill			43,441
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Langfang Wodetuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Langfang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Langfang Wodetuan with the performance condition based on the revenue and gross margin generated from the operation of Langfang Wowo Tuan for the next four years.

(j)    Acquisition on Xiamen Shantuan

        On April 29, 2011, Beijing Wowo Tuan acquired 100% online group buying service business under the domain name of www.shantuan.com ("Xiamen Shantuan") from Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Xiamen Wowo Tuan Information Technology Co., Ltd. ("Xiamen Wowo"), a newly incorporated company by Beijing Wowo Tuan on July 20, 2011, for the online group buying service business, to the original shareholders and the key employee of Xiamen Juwang for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-69

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net liabilities acquired		$	(10,501	)
Intangible assets:
	Trade name/domain name		40,909		10 years
	User base		59,197		2 years
	Operating system		8,288		3 years
Goodwill			205,137
Total consideration		$	303,030

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Xiamen Shantuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Xiamen Wowo Tuan and will grant certain share options of the Company to the original shareholders of Xiamen Shantuan with the performance condition based on the revenue and gross margin generated from the operation of Xiamen Wowo Tuan for the next four years.

(k)   Acquisition of Changzhou Jingcaituan

        On April 3, 2011, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.niceful.com, ("Changzhou Jingcaituan") from Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai"), for a total cash consideration of $818,182 (RMB5.4 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Jiangsu Chuangcai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Changzhou Jingcaituan to the original shareholders and the key employee for their continuing employment with Changzhou Jingcaituan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-70

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	279,261
Intangible assets:
	Trade name/domain name		56,061	10 years
	User base		69,545	2 years
	Operating system		6,212	3 years
Goodwill			407,103
Total consideration		$	818,182

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(l)    Acquisition of Ningbo Tangtuan

        On April 15, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.tomtuan.com ("Ningbo Tangtuan") from Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu") for a total cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu relating to this acquisition, Beijing Wowo Tuan transferred 49% of the equity interest of Ningbo Wowo Tuan Information Technology Co., Ltd. ("Ningbo Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on July 5, 2011, for the online group buying service business, to the original shareholder and the key employee of Ningbo Haishu for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-71

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	3,333
Intangible assets:
	Trade name/domain name		50,000	10 years
	User base		31,515	2 years
	Operating system		6,364	3 years
Goodwill			211,818
Total consideration		$	303,030

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(m)  Acquisition of Shaoxing Tongchenggou

        On March 25, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.tomtuan.com ("Shaoxing Tongchenggou") from Shaoxing Shangyue Internet Technology Service Co., Ltd. ("Shaoxing Shangyue") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Shaoxing Shangyue relating to this acquisition, Beijing Wowo Tuan transferred 49% of the equity interest of Shaoxing Wowo Tuan Information Technology Co., Ltd., a newly incorporated company by Beijing Wowo Tuan on April 7, 2011, to the original shareholder and the key employee of Shaoxing Shangyue for their continuing employment with Shaoxing Tongchenggou for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-72

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	1,993
Intangible assets:
	Trade name/domain name		5,303	10 years
	User base		8,030	2 years
	Operating system		6,364	3 years
Goodwill			54,068
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Shaoxing Tongchenggou entered into a supplemental agreement to the acquisition agreements entered into in March 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shaoxing Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shaoxing Tongchenggou with the performance condition based on the revenue and gross margin generated from the operation of Shaoxing Wowo Tuan for the next four years.

(n)   Acquisition of Others

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Hunan Tuankela, which operates the group buying business in Hunan for a total consideration of $374,242 (RMB2.47 million). In March, Hunan Wowo Tuan was set up for the business acquired, and 49% of the equity was transferred to the original holder of Hunan Tuankela.

        On February 25, 2011, Wowo HK acquired 100% of searching platform business under the domain name of www.jutuaner.com ("Shijiazhuang Jutuaner"), for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (RMB0.4 million) and shares of Wowo HK valued at $60,606 (RMB0.4 million), to the original shareholder. In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration. On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Jutuaner entered into a supplemental agreement to replace the share consideration by granting share options of the Company.

        On February 22, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.zuituan.com ("Hangzhou Zuituan") from Hangzhou Tuanke Network Technology Co., Ltd. for contingent consideration of $80,303 (RMB0.53 million) which is calculated based on the pre-defined formula as stipulated in the sales and purchase agreement in connection with this acquisition subject to the achievement of the revenue to be generated from the operation of Hangzhou Zuituan for the next two years.

F-73

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% business of Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Changsha, Hangzhou, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $606,060 (RMB4 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders and the key employees for their continuing employment with Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        On April 14, 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        These transactions were considered as acquisitions of a business and accordingly the purchase method of accounting have been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase prices for these acquisitions were allocated as follows:

				Amortization period
Net tangible assets acquired		$	23,882
Intangible assets:
	Trade name/domain name		103,333	10 years
	User base		91,939	2 years
	Operating system		44,545	3 years
Goodwill			962,437
Total consideration		$	1,226,136

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        The tangible and intangible assets valuation for all the acquisitions described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan acquired the remaining 49% of Hunan Wowo Tuan with zero consideration and granted certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on

F-74

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into supplemental agreements to the acquisition agreements entered from December 2010 to April 2011. Based on the supplemental agreements, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and granted certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

(o)   Pro forma information

        The following unaudited pro forma information summarizes the results of operations for the six-month period ended June 30, 2010 and 2011 as if the acquisitions above had occurred on January 1, 2010 and 2011, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the periods indicated, nor is it indicative of future operating results.

	For the six-month period ended June 30,
	2010 (predecessor)			2011 (successor)
Pro forma net revenues	$	2,049,724		$	19,815,877
Pro forma net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited		(240,088	)		(30,802,760	)
Pro forma net loss per ordinary share—basic		N/A			(0.10	)
Pro forma net loss per ordinary share—diluted		N/A			(0.10	)
Pro forma net income per Series A-1 convertible redeemable preferred shares—basic		N/A			0.07
Pro forma net income per Series A-2 convertible redeemable preferred shares—basic		N/A			0.06

        Pro forma net income/(loss) attributable to Wowo Group Limited were adjusted to include $90,127 and $71,960 of amortization cost for the intangible assets for the period six-month period ended June 30, 2010 and 2011.

        The aggregate amounts of unaudited net revenue and net loss of the acquired businesses/entities since their respective acquisition dates included in the unaudited condensed consolidated financial statements for the six month period ended June 30, 2011 were $5,589,686 and $1,325,693, respectively.

F-75

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

6.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Advance to suppliers	$	16,242	$	8,028,697
Rental and other deposits		12,038		1,050,620
Advances to employees		8,372		890,642
Prepaid rental expenses		8,106		862,369
Prepaid advertisement expenses		—		474,327
Other current assets		977		246,206
	$	45,735	$	11,552,861

7.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010 (successor)			June 30, 2011 (successor)
Furniture and fixtures	$	8,718		$	478,086
Computer and software		96,106			3,134,631
Leasehold improvement		—			128,118
Total		104,824			3,740,835
Less: accumulated depreciation		(2,505	)		(131,391	)
Property and equipment, net	$	102,319		$	3,609,444

        Depreciation expenses for the six-month period ended June 30, 2010 and 2011 were nil and $127,376, respectively.

F-76

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

8.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Trade name/domain name	$	438,938	$	1,050,824
User base		210,863		663,913
Operating system		11,441		129,372
Customer relationship		—		19,958
Total		661,242		1,864,067
Less: Accumulated amortization		—		(167,440	)
Acquired intangible assets, net	$	661,242	$	1,696,627

        The amortization expenses were nil and $165,537 for the six-month period ended June 30, 2010 and 2011, respectively. The Group expects to record amortization expenses of $235,541, $483,489, $207,828, $117,460, $108,409 and $543,900 for the second half of 2011, the year of 2012, 2013, 2014, 2015 and thereafter, respectively.

9.     GOODWILL

        The change in the goodwill balance for the period ended June 30, 2011 is as follows:

Balance as of January 1, 2011		$	1,840,346
Goodwill recognized in connection with acquisitions of:
	Shijiazhuang Letuaner (Note 5(a))		6,385
	Changzhou Bangketuan (Note 5(b))		47,067
	Wuxi Yuzhong (Note 5(c))		1,052,078
	Shenzhen Xunjie (Note 5(d))		477,230
	Fuzhou Baiketuan (Note 5(e))		76
	Chengdu Beiguo (Note 5(f))		358,817
	Shanghai Yinqing (Note 5(g))		398,899
	Kai Yi Shi Dai (Note 5(h))		800,136
	Langfang Wodetuan (Note 5(i))		43,441
	Xiamen Shantuan (Note 5(j))		205,137
	Changzhou Jingcaituan (Note 5(k))		407,103
	Ningbo Tangtuan (Note 5(l))		211,818
	Shaoxing Tongchenggou (Note 5(m))		54,068
	Others (Note 5(n))		962,437
Exchange difference			144,976
Balance as of June 30, 2011		$	7,010,014

F-77

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

10.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Consideration payable in connection with business acquisitions (Note 5)	$	409,091	$	1,587,762
Accrued payroll and welfare		172,241		6,766,926
Advance for planned capital injection		—		8,983,291
Payable for advertisements		—		4,546,887
Other tax payable		35,628		215,361
Advance from subscribers		6,979		180,008
Accrued refunds		26,076		—
Advance from rewards to subscribers		2,326		90,588
Payable for issuance cost of Series A-2 convertible redeemable preferred shares		—		133,738
Others		57,060		81,972
Total accrued expenses and other current liabilities	$	709,401	$	22,586,533

        Advance for planned capital injection represents proceeds of $1,000,000 received from the potential investors by issuing Series A-2 convertible redeemable preferred shares, and cash injection of $7,983,291 to Beijing Wowo Tuan prior to June 30, 2011 and was reclassified into paid-in capital of Beijing Wowo Tuan after the capital examination received from administration of industrial and commercial in July, 2011.

        The Company experienced significant expansion during the first half year of 2011 and spent heavily on advertisement, which mainly included spending on on-line advertising by placing advertising on certain search platform and spending on off-line advertising by placing advertising in subway stations and commercial buildings.

11.   INCOME TAXES

British Virgin Islands

        Under the current BVI law, the Company is not subject to taxation.

Hong Kong

        No provision for Hong Kong Profits Tax was made for the six-month period ended June 30, 2011 on the basis that Wowo HK did not have any assessable profits arising in or derived from Hong Kong for the period.

PRC

        The Group's PRC subsidiary, VIEs and VIEs' subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"),

F-78

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The PRC entities were subject to the income tax rate of 25% in the years of 2010 and 2011.

        Provision (credit) for income tax consisted of the following:

		Six-month period ended June 30,
		2010 (predecessor)		2011 (successor)
Income tax expenses:
	PRC current income tax expenses	$	7,873	$	9,591
	PRC deferred income tax benefits		—		(21,376	)
Total		$	7,873	$	(11,785	)

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31, 2010 (successor)			June 30, 2011 (successor)
Deferred tax assets
Current
	Accrued payroll	$	43,060		$	1,691,732
	Advertisement expenses		—			2,980,629
	Deferred revenue		—			82,742
Total current deferred tax assets			43,060			4,755,103
Non-current
	Net operating loss carry forwards		—			2,203,076
Total deferred tax assets						6,958,179
Less: valuation allowance			(43,060	)		(6,958,179	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	135,114		$	227,895
Total deferred tax liabilities		$	135,114		$	227,895

        The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Group's experience with tax attributes expiring unused and tax planning alternatives. The Group's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law.

F-79

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

        The Group had net operating losses of nil and $5,914,308 from the Group's PRC entities for the six-month period ended June 30, 2010 and 2011, respectively, and would expire on various dates through 2016. The Group operates its business through its subsidiaries, its VIEs and their subsidiaries. The Group does not file consolidated or consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries may not be used to offset other subsidiaries' or VIEs' earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. As of December 31, 2010 and June 30, 2011, valuation allowance was $43,060 and $6,958,129, respectively, which were provided against deferred tax assets arising from net operating losses as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future.

        Reconciliation between the expense of income taxes computed by applying the PRC tax rate to income (loss) before income taxes and the actual provision of income taxes is as follows:

		Six-month period ended June 30,
		2010 (predecessor)			2011 (successor)
Net income/(loss) before provision for income taxes		$	27,116		$	(30,426,335	)
Statutory tax rates in the PRC			25	%		25	%
Income tax at statutory tax rate			6,779			(7,606,584	)
Expenses not deductible for tax purposes
	Entertainment expenses exceeded tax limit		—			11,318
Effect of income tax rate difference in other jurisdiction			1,094			724,499
Changes of valuation allowance			—			6,858,982
Income tax expenses/(benefits)		$	7,873		$	(11,785	)

        The EIT Law includes a provision specifying that legal entities organized outside PRC will be considered residents for Chinese income tax purposes if their place of effective management or control is within PRC. If legal entities organized outside PRC were considered residents for Chinese income tax purpose, they would become subject to the EIT Law on their worldwide income. This would cause any income legal entities organized outside PRC earned to be subject to PRC's 25% EIT. The Implementation Rules to EIT Law provide that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. reside within PRC.

        Pursuant to the additional guidance released by the Chinese government on April 22, 2009 and recently issued bulletin on August 3, 2011 which provide more guidance on the implementation, management does not believe that the legal entities organized outside PRC should be characterized as PRC tax residents for EIT Law purposes.

        Under the EIT Law and its implementation rules which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with PRC that provides for a

F-80

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

different withholding arrangement. The BVI, where the Company is incorporated, does not have a tax treaty with PRC.

        There were no aggregate undistributed earnings of the Company's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC available for dividend distribution. Therefore, no deferred tax liability has been accrued for the Chinese dividend withholding taxes that might be payable upon the distribution of aggregate undistributed earnings as of June 30, 2011.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the six-month period ended June 30, 2010 and 2011, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits within 12 months from December 31, 2010. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods.

        Since January 1, 2008, the relevant tax authorities of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC have not conducted a tax examination. In accordance with relevant PRC tax administration laws, tax years from 2006 to 2010 of the Group's PRC subsidiaries, VIEs and VIEs' subsidiaries, remain subject to tax audits as of June 30, 2011, at the tax authority's discretion.

12.   ORDINARY SHARES

        On January 11, 2011, the Company authorized 50,000 ordinary shares with par value of $1 per share at incorporation and such shares are not yet issued.

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 20, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for an aggregate cash consideration of $2,964,930.

        On March 8, 2011, the Company issued 16,194,332 ordinary shares to an individual investor for a cash consideration of $8,006,085.

        Subsequently, the Company completed the 1 to 1 share exchange with Wowo Limited on August 4, 2011.

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of

F-81

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

$0.9108 per Series A-1 Preferred Share for total cash proceeds of $5,000,000 before issuance costs of $18,073.

        On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.97391 per Series A-2 Preferred Share for total cash proceeds of $30,000,000 and $2,000,000, respectively. The related issuance costs were $108,436 and $7,229, respectively and recorded in accrued expenses and other current liabilities.

        The rights, preferences, privileges and restriction granted to and imposed on the Series A-1 and A-2 Preferred Shares (collectively referred to as "Series A Preferred Shares") are as follows:

Voting rights

        Each Preferred Share shall carry a number of votes equal to the number of Ordinary Shares then issuable upon its conversion into Ordinary Shares. The Preferred Shares shall generally vote together with the Ordinary Shares and not as a separate class.

        According to the Amended Memorandum and Article of Association after above issuance of Series A-1 and Series A-2 Preferred Shares, the number of directors of the board of the Company is four, including one appointed by preferred shareholders and three appointed by ordinary shareholders.

Dividends

        No dividends shall be declared or paid on the ordinary shares or any future series of Preferred Shares, unless and until a dividend in like amount is declared and paid on each outstanding Preferred Share on an as-if converted basis.

        Each holder of Series A-2 Preferred Shares shall be entitled to receive, on annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-2 Preferred Share Issue Price, or (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-2 Preferred Shares could be converted.

        After the full preferential dividends for Series A-2 Preferred Shares has been paid on all outstanding Series A-2 Preferred Shares, each holder of Series A-1 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-1 Preferred Share Issue Price, or (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-1 Preferred Shares could be converted.

        In addition to any dividend pursuant to above, the holders of Preferred Shares shall be entitled to receive on a pari passu basis, when as and if declared at the sole discretion of the Board, but only out of funds that are legally available therefor, cash dividends at the rate or in the amount as the Board considers appropriate.

Liquidation preference

        In the event of any liquidation, dissolution or winding up of the Company, each holder of Series A-2 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of

F-82

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Series A-1 Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-2 Preferred Share equal to 100% of Series A-2 Issue Price, plus all declared but unpaid dividends ("Series A-2 Preference Amount").

        After the full Series A-2 Preference Amount has been paid on all outstanding Series A-2 Preferred Shares, the each holder of Series A-1 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-1 Preferred Share equal to 100% of Series A-1 Issue Price, plus all declared but unpaid dividends ("Series A-1 Preference Amount").

        After the full Series A-2 and Series A-1 Preference Amount has been paid, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed pro rata among the holders of Preferred Shares (on an as-converted basis) and the holders of the Ordinary Shares.

        In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holders of Preferred Shares and Ordinary Shares shall be determined by the Board.

Conversion

Optional conversion

        Each holder of Preferred Shares shall have the right to convert all or any portion of the Preferred Shares into Ordinary Shares at any time. The conversion rate for the Series A Preferred Shares shall be determined by dividing the Series A Issue Price for each of the Series A Preferred Shares by its conversion price, provided that in the event of any share splits, share combinations, share dividends, recapitalizations and similar events, the initial Series A Conversion Price shall be adjusted accordingly. The initial Series A Preferred Shares Conversion Price for each of the Series A Preferred Shares shall be its Series A Issue Price.

Automatic conversion

        The Preferred Shares would automatically be converted into Ordinary Shares, at its then respective Conversion Prices, upon a Qualified IPO.

        No adjustment in the Series A Preferred Shares Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series A Conversion Price. If the Company issues any additional ordinary shares at a subscription price less than Series A Conversion Price, the Series A Conversion Price shall be reduced to a price (to the nearest one thousandth(1/1000) of a cent) equal to the consideration per share for the additional Ordinary Shares issued.

        The conversion price will be adjusted for share dividends, subdivisions, combinations or consolidations of ordinary shares, other distributions, reclassification, exchange and substitution.

        The Company will protect the Conversion Rights of the holders of the Preferred Shares against impairment, and not amend its Memorandum and Articles of Association or through any

F-83

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company.

        The Group has determined that there was no embedded beneficial conversion feature attributable to the Series A-1 Preferred Shares and Series A-2 Preferred Shares because the conversion price of the preferred shares is higher than the fair value of the Group's ordinary share as of the issuance date.

Redemption rights

        In the event that (i) the Company fails to consummate a Qualified IPO within six years after the Series A-2 Original Issue Date, or (ii) there is any breach by any Group Company or any Founder of any of their representations, warranties, undertakings or other obligations, the Company shall redeem all of the Preferred Shares held by the Initiating Holders and such other holders who elect to participate in the redemption at the price per Series A Preferred Share held by such holder of Preferred Shares.

        Series A Redemption Price shall be an amount equal to:

Series A Preferred Share Issue Price × (115%) ^N plus all declared but unpaid dividends thereon up to the date of redemption

(N = a fraction the numerator of which is the number of calendar days between the Series A Original Issue Date and the date when the Series A Redemption Price has been actually paid to the holder of such Series A Preferred Share and the denominator of which is 365)

        If on the Redemption Date, the number of Preferred Shares that may then be legally redeemed by the Company is less than the number of all Preferred Shares to be redeemed, then (i) all of Series A-2 Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A-1 Preferred Shares, (ii) if not all of Series A-2 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-2 Preferred Shares in proportion to the total number of Series A-2 Preferred Shares held by each such holder of Series A-2 Preferred Shares, and then the remaining Series A-2 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so, and (iii) once all of the Series A-2 Preferred Shares required to be redeemed have been redeemed, then the Series A-1 Preferred Shares shall be redeemed. No other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable.

        The Group assesses the probability of redemption and accrues proper accretion over the period from the date of issuance to the earliest redemption date of the Series A-1 Preferred Shares and Series A-2 Preferred Shares using the effective interest rate method. The Group recognized $177,790 and $427,687 as accretion of redemption premium on Series A-1 Preferred Shares and Series A-2 Preferred Shares for the six-month period ended June 30, 2011.

F-84

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

14.   FAIR VALUE MEASUREMENT

Measured at fair value on a recurring basis

        The Group's financial assets and liabilities measured at fair value on a recurring basis include the contingent consideration payable in connection with business acquisition of Hangzhou Zuituan (see Note 5(n)) and options to non-employees. The change in fair value for the six-month period ended June 30, 2011 was immaterial.

Measured at fair value on a non-recurring basis

        The Group's financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities in connection with business acquisitions based on Level 3 inputs.

        The Group measured fair value of assets and liabilities acquired in business acquisitions and share options granted to employees and directors and executives using various valuation methods. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (see Note 5).

15.   SHARE-BASED COMPENSATION

Ordinary shares to directors and executives

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 41,100,000 of their own ordinary shares of the Company, to certain directors and executives to compensate them. On April 30, 2011, in order to ensure the share percentage held by the top management remain the same before and after the issuance of Series A-1 Preferred Shares (see Note 13), Maodong further transferred his 4,024,545 ordinary shares to those directors and executives. The estimated fair value of ordinary shares was $0.006 and $0.55 on January 19, 2011 and April 30, 2011, respectively. The share-based compensation of $2,469,504 was charged to operating expenses for the six-month period ended June 30, 2011.

Options to employees

        On February 1, 2011, the board of directors approved the Company 2011 Share Incentive Plan ("2011 Plan"). The 2011 Plan provides for the grant of options, restricted shares, and other share-based awards. The maximum number of ordinary shares that is authorized under 2011 Plan is 30,000,000 ordinary shares. Under 2011 Plan, the Group granted 14,934,170 share options to employees on February 1, 2011. The exercise price was zero for 1,300,000 share options and $0.4 per share for 13,634,170 share options, including 1,517,570 share options with performance condition based on the revenues to be achieved for the fiscal year of 2011 and 13,416,600 share options without performance condition. The Group recognized compensation cost on the share options to employees with performance condition based on the estimated probability of fulfilling the performance target and on a straight-line basis over the requisite service period. The options vest ratably over 48 months and are exercisable up to 5 years from the date of grant. The estimated fair value of the options granted was $0.182, $0.4 and $0.175 per option for 720,000 share options, 1,300,000 share options and 12,914,170 share options, respectively, on the date of grant using binomial model. The forfeiture rate of zero and 4.5% were estimated for 720,000 share options and 14,214,170 share options, respectively. The share-based compensation of $290,200 was charged to operating expenses for the six-month period ended June 30, 2011.

F-85

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

15.   SHARE-BASED COMPENSATION (Continued)

        The fair value of the options granted was estimated on the date of grant with the assistance from an independent third-party appraiser, and was determined using Binomial model with the following assumptions:

	Grants on February 1, 2011
Expected volatility(1)		51	%
Risk-free interest rate(2)		2.3	%
Expected dividend yield(3)		nil
Exercise price(4)	nil or $	0.4
Fair value of the underlying ordinary shares(5)	$	0.4

Options to non-employees

        On February 1, 2011, the Group granted 44,000 share options with an exercise price of $0.4 per option to two consultants with terms of keeping serving the Group for at least four years. The Group recorded compensation expense of $2,017 for the six months ended June, 30, 2011. The estimated fair value of the options granted was $0.17 and $0.44 as of February 1, 2011 and June 30, 2011, respectively. The forfeiture rate of zero was used.

        The fair value of the options granted to non-employees was estimated assuming that the non-employees will continue to provide the services in exchange for earning the right to the award, with the assistance from an independent third-party appraiser, determined using Black Scholes model with the following assumptions:

	Grants on February 1, 2011			Remeasurement on June 30, 2011
Expected volatility(1)		53	%		53	%
Risk-free interest rate(2)		1.89	%		1.66	%
Expected dividend yield(3)		nil			nil
Exercise price(4)	$	0.4		$	0.4
Fair value of the underlying ordinary shares(5)	$	0.4		$	0.75

(1)

Volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options.

(2)

Risk-free rate

Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options.

(3)

Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the life of the options.

F-86

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

15.   SHARE-BASED COMPENSATION (Continued)

(4)

Exercise price

The exercise price of the options was determined by the Group's board of directors.

(5)

Fair value of underlying ordinary shares

The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance from an independent third-party appraiser.

Options	Number of share options		Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of January 1, 2011		—		—		—		—
Granted		14,978,170	$	0.37		4.59	$	520,000
Forfeited and expired		—		—		—		—
Outstanding as of June 30, 2011		14,978,170	$	0.37		4.59	$	520,000
Exercisable as of June 30, 2011		—		—		—		—

        As of June 30, 2010, there was $2,513,064 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted employees and non-employees under the 2011 Plan, which is expected to be recognized over a weighted-average period of 3.59 years.

Shares of acquired entities granted to employees

        In acquisition of Jinan0531tuan, Shenyang19tuan, Shijiazhuang Letuaner, Changzhou Bangketuan, Fuzhou Baiketuan, Shaoxing Tongchenggou, Langfang Wodetuan, Quanzhou Yiwantuan, Jilin Meimeituan, Ningbo Tangtuan, Xiamen Shantuan and Guiyang Shantuan, Beijing Wowo Tuan promised to transfer 49% equity interest of the newly incorporated company to certain key employees for their continuing employment for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the shares is contingent upon the employees providing three years of services. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees do not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period the above share will be granted and the noncontrolling interest will be recorded. All related cost is measured based on the grant date fair value

F-87

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

15.   SHARE-BASED COMPENSATION (Continued)

of equity interests, and recognized $125,502 as compensation expenses for the six-month period ended June 30, 2011.

16.   NET INCOME/(LOSS) PER SHARE

        The calculation of the net income /(loss) per share is as follows:

		Six-month period ended June 30,
		2010 (predecessor)		2011 (successor)
Numerator used in basic and diluted net loss per share:
Net income/(loss) attributable to Wowo Group Limited		$	19,243	$	(29,992,054	)
Accretion of redemption premium on Series A-1 Preferred Shares			—		(177,790	)
Accretion of redemption premium on Series A-2 Preferred Shares			—		(427,687	)
Net income/(loss) attributable to ordinary shareholders for computing basic net loss per ordinary share			19,243		(30,597,531	)
Accretion of redemption premium Series A-1 Preferred
	Shares		—		177,790
Net income attributable to Series A-1 preferred
	Shareholders for computing basic net income per
	Series A-1 Preferred Share		—		177,790
Accretion of redemption premium Series A-2 Preferred
	Shares		—		427,687
Net income attributable to Series A-2 preferred
	Shareholders for computing basic net income per
	Series A-2 Preferred Share		—		427,687
Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary share			300,000,000		317,269,456
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary share			300,000,000		317,269,456
Weighted average shares outstanding used in computing basic net income per Series A-1 Preferred Share			—		2,714,304
Weighted average shares outstanding used in computing basic net income per Series A-2 Preferred Share			—		6,594,269
Net loss per ordinary share—basic		$	—	$	(0.10	)
Net loss per ordinary share—diluted		$	—	$	(0.10	)
Net income per Series A-1 Preferred Share—basic		$	—	$	0.07
Net income per Series A-2 Preferred Share—basic		$	—	$	0.06

        Share options and Series A-1 and Series A-2 Preferred Shares were excluded from the computation of diluted net loss per ordinary share for the six-month period ended June 30, 2011 because their effects were anti-dilutive. For the six-month period ended June 30, 2011, such outstanding securities consisted of share options of a weighted average number of 162,710.

F-88

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

17.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")	Controlled by Mr. Maodong Xu
Beijing Baifen Online Information Technology Co., Ltd. ("Baifen Online")	Controlled by Mr. Maodong Xu
Mr. Yunming Wang	Previous shareholder of Jihe Weilai and top management of the Company
Ms. Jin Ye	Noncontrolling shareholder of Chengdu Beiguo
Mr. Wenzhong Zhang	Noncontrolling shareholder of Shanghai Yinqing

        As of December 31, 2010 and June 30, 2011, the following balances were due from/to the related parties:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Amount due from Lmobile	$	177,980	$	147,204	(i)
Amount due from Mr. Yunming Wang		279,756		286,328	(ii)
Amount due from Ms. Jin Ye		—		77,357	(ii)
Amount due from Mr. Wenzhong Zhang		—		137,583	(iii)
Total	$	457,736	$	648,472

(i)

The amount represents cash prepaid to Lmobile for expenses of SMS platform.

(ii)

The amount represents cash collected by Yuming Wang and Jin Ye on behalf of the Company. This amount is expected to be received in the second half of fiscal year 2011.

(iii)

The amount represents cash collection on behalf of the Company. This amount is expected to be received in the second half of fiscal year 2011.

	December 31, 2010 (successor)		June 30, 2011 (successor)
Amount due to Mr. Yunming Wang	$	2,367	$	—
Amount due to Baifen Online		—		232,072	(iv)
Total	$	2,367	$	232,072

(iv)

The amount represents rental fee paid by Baifen Online on behalf of the Company. This amount has been paid in July 2011.

        All the amounts due from/to related parties are unsecured and non-interest bearing.

F-89

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

18.   COMMITMENTS AND CONTINGENCIES

Operating lease

        The Group leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the six-month periods ended June 30, 2010 and 2011 were $8,968 and $1,875,677, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Six-month period ending December 31, 2011		$	2,309,873
Years ending December 31:
	2012		3,035,471
	2013		1,953,248
	2014		750,554
	2015 and thereafter		63,660
Total		$	8,112,806

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, and after oral communication with local tax authority, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Group's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Group believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Group's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Group's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Group's business taxes to be paid on the gross revenue, this would result in an increase of the Group's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Group for any unpaid business taxes.

        Pursuant to PRC individual income tax laws, when a corporation purchases equity interest from individuals, the individuals are obligated to pay individual income tax based on 20% of the capital gain from the transaction with the corporation as the withholding agent. The Group has purchased equity interests of certain entities from individual sellers. There is a possibility that if individual sellers fail to

F-90

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

18.   COMMITMENTS AND CONTINGENCIES (Continued)

meet their income tax obligations, the tax authority may require the Group who is withholding agent to pay the taxes for the sellers firstly. Based on the information currently available, the Group was unable to make a reasonable estimate of the related liability due to the uncertainty related to the outcome and amount of payment and relating penalty and interest.

19.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were $3,917 and $3,230,875 for the six-month period ended June 30, 2010 and 2011, respectively, were reported as a component of operating expenses when incurred.

20.   STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2010 and June 30, 2011, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached the 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil for the six-month period ended June 30, 2010 and 2011.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net

F-91

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

20.   STATUTORY RESERVES AND RESTRICTED NET ASSETS (Continued)

assets of the relevant subsidiaries and VIE entities in the Group not available for distribution was $12,848,302 as of June 30, 2011.

21.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of June 30, 2011 through September 23, 2011, the date the consolidated financial statements were available to be issued.

        On July 5, 2011, the Company issued additional 18,482,206 Series A-2 Preferred Shares to investors for an aggregate purchase price of $18,000,000.

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain stock options of the Company are granted to the original shareholders of Chengdu Beigou with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan acquired the remaining 49% of Hunan Wowo Tuan with zero consideration and granted certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into from December 2010 to April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and will grant certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

        In anticipation of the initial public offering (the "IPO"), a holding company, Wowo Limited was established in the Cayman Islands on July 13, 2011. Wowo Limited becomes the ultimate holding company of the Company upon the completion of the 1 to 1 share exchange on August 4, 2011 with the existing shareholders of the Company for all shares of equivalent classes.

F-92

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Shijiazhuang Chuanglian Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance auditing the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-93

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	33,692
	Accounts receivable		16,899
	Prepaid expenses and other current assets		454,758
Total current assets			505,349
Property and equipment, net			21,495
TOTAL ASSETS			526,844
Current liabilities:
	Account payable		77,750
	Accrued expenses and other current liabilities		29,095
Total current liabilities			106,845
Total liabilities			106,845
Commitment and contingency (Note 8)
Shareholder's equity:
	Paid-in capital		372,777
	Accumulated deficit		(34,971	)
	Accumulated other comprehensive income		82,193
Total equity			419,999
TOTAL LIABILITIES AND EQUITY		$	526,844

The accompanying notes are an integral part of this financial statement.

F-94

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	777,774
Cost of revenues			575,425
Gross profit			202,349
Operating expenses:
	Selling and marketing		87,184
	General and administrative		121,407
	Total operating expenses		208,591
Loss from operations			(6,242	)
Interest income			1,101
Other expenses			(148	)
Loss before provision for income tax			(5,289	)
Provision for income tax			—
Net loss		$	(5,289	)

The accompanying notes are an integral part of this financial statement.

F-95

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of January 1, 2010	$	372,777	$	15,882		$	66,734	$	455,393
Net loss		—		(5,289	)		—		(5,289	)	$	(5,289	)
Distribution to shareholder		—		(45,564	)		—		(45,564	)
Foreign currency translation adjustments		—		—			15,459		15,459			15,459
Balance as of December 31, 2010	$	372,777	$	(34,971	)	$	82,193	$	419,999		$	10,170

The accompanying notes are an integral part of this financial statement.

F-96

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(5,289	)
	Depreciation			6,345
	Changes in operating assets and liabilities:
		Accounts receivable		16,972
		Prepaid expenses and other current assets		(27,968	)
		Accounts payable		(2,068	)
		Accrued expenses and other current liabilities		(1,838	)
Net cash used in operating activities				(13,846	)
Cash flows from investing activities:
	Purchase of property and equipment			(10,996	)
Cash used in investing activities				(10,996	)
Cash flows from financing activities:
	Net distribution to shareholder			(45,564	)
Cash used in financing activities				(45,564	)
Effect of exchange rate changes				2,860
Decrease in cash				(67,546	)
Cash and cash equivalents at beginning of year				101,238
Cash and cash equivalents at end of year			$	33,692

The accompanying notes are an integral part of this financial statement.

F-97

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian" or "the Company"), was incorporated on October 22, 2002 in Hebei province, the People's Republic of China ("PRC"), as a limited liability company. Shijiazhuang Chuanglian is primarily engaged in hotel and restaurant booking services ("the Booking Services") since its incorporation. Starting from May 27, 2010, in addition to the Booking Services, Shijiazhuang Chuanlian commenced its operation of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") and thereafter, Shijiazhuang Letuaner contributed majority of the revenues and net income to the Company.

        On January 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Shijiazhuang Chuanlian (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Following the acquisition, the Booking Services continues to be operated by its original shareholder and Shijiazhuang Letuaner operated under Beijing Wowo Tuan as one of the divisions. On March 4, 2011, Beijing Wowo Tuan set up a new PRC entity, Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan") and transferred its interest in Shijiazhuang Letuaner into Shijiazhuang Wowo Tuan. Hence the accompanying financial statements are presented for the year ended December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 was $4,083.

        The Company receives commissions from the Booking Services provided to the subscribers for hotel and restaurant reservation. Commissions are recognized when the Booking Services are rendered.

F-98

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the year ended December 31, 2010 was $14,351.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

F-99

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis.

F-100

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will

F-101

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-102

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Amount due from a third party	$	439,905
Advances to employees		12,883
Prepaid rental expenses		1,970
	$	454,758

        Amount due from a third party represents receivables from a third party for working capital and expenses the Company paid on behalf of a third party. This balance was unsecured, interest free and has no fixed repayment terms.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	30,866
Computer and software		49,510
Total		80,376
Less: accumulated depreciation		(58,881	)
Property and equipment, net	$	21,495

        Depreciation expenses for year ended December 31, 2010 was $6,345.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	12,313
Accrued payroll and welfare		9,236
Other tax payable		7,546
	$	29,095

F-103

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the year ended December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDER

        During the year ended December 31, 2010, the Company's shareholder collected cash of $45,564 from the customers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholder and recorded as a reduction to the shareholder's equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the year ended December 31, 2010 was $9,319.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	2,273
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	2,273

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company

F-104

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.   SUBSEQUENT EVENTS

        On January 1, 2010, Beijing Wowo Tuan acquired Shijiazhuang Letuaner for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% interest of Shijiazhuang Letuaner to the original shareholder and certain key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

F-105

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU BANGKETUAN

        We have audited the accompanying balance sheet of Changzhou Bangketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-106

CHANGZHOU BANGKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net		$	5,812
TOTAL ASSETS			5,812
Current liabilities:
Business tax payable			6,220
Income tax payable			1,292
Total current liabilities			7,512
Total liabilities			7,512
Commitment and contingency (Note 6)
Shareholder's deficit:
	Paid-in capital		146,479
	Accumulated deficit		(153,308	)
	Accumulated other comprehensive income		5,129
Total deficit			(1,700	)
TOTAL LIABILITIES AND DEFICIT		$	5,812

The accompanying notes are an integral part of this financial statement.

F-107

CHANGZHOU BANGKETUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	450,644
Cost of revenues			373,368
Gross profit			77,276
Operating expenses:
	Selling and Marketing		26,864
	General and administrative		45,369
	Total operating expenses		72,233
Income from operations			5,043
Provision for income tax			1,261
Net income		$	3,782

The accompanying notes are an integral part of this financial statement.

F-108

CHANGZHOU BANGKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	146,479	$	—		$	22	$	146,501
Net income		—		3,782			—		3,782		$	3,782
Distribution to shareholder		—		(157,090	)		—		(157,090	)		—
Foreign currency translation adjustments		—		—			5,107		5,107			5,107
Balance as of December 31, 2010	$	146,479	$	(153,308	)	$	5,129	$	(1,700	)	$	8,889

The accompanying notes are an integral part of this financial statement.

F-109

CHANGZHOU BANGKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,782
	Depreciation			778
	Changes in operating assets and liabilities:
		Business tax payable		6,073
		Income tax payable		1,261
Net cash provided by operating activities				11,894
Cash flows from investing activities:
	Purchase of property and equipment			(6,452	)
	Amounts due from related party			146,479
Net cash used in investing activities				140,027
Cash flows from financing activities:
	Net distribution to shareholder			(157,090	)
Net cash used in financing activities				(157,090	)
Effect of exchange rate changes				5,169
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-110

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") was incorporated on October 16, 2008 in Jiangsu province, the People's Republic of China ("PRC"), as a limited liability company. The Changzhou Subang had no operation since its inception until July 16, 2010.

        On July 16, 2010,Changzhou Subang commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.bangke.com ("Changzhou Bangketuan" or "the Company") in the PRC.

        On January 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Changzhou Subang (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up another PRC entity, Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan") on February 9, 2011 and transferred this online group buying services business of Changzhou Bangketuan to Changzhou Wowo Tuan. During the period between the date of the acquisition, January 7, 2011, and the establishment date of Changzhou Wowo Tuan, February 9, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 was $15,710.

F-111

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period for the year ended December 31, 2010 was $4,498.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-112

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after

F-113

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had

F-114

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,576
Computer and software		5,033
Total		6,609
Less: accumulated depreciation		(797	)
Property and equipment, net	$	5,812

        Depreciation expenses for the year ended December 31, 2010 was $778.

4.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% for the year ended December 31, 2010.

F-115

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $157,090 from the subscribers on behalf of the company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

6.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2010 was $1,519.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	271
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	271

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end subscribers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an

F-116

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

6.     COMMITMENT AND CONTINGENCY (Continued)

increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

7.     SUBSEQUENT EVENTS

        On January 7, 2011, Beijing Wowo Tuan acquired Changzhou Bangketuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Wowo Tuan to the orginal shareholder and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Bangketuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

F-117

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

        We have audited the accompanying balance sheet of Shenzhen Xunjie Times Media Co. Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive loss, and cash flow for the period from May 5, 2010 (business commencement date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 5, 2010 (business commencement date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-118

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	4,295
	Amount due from a related party		229,513
Total current assets			233,808
Property and equipment, net			38,081
TOTAL ASSETS			271,889
Current liabilities:
	Accounts payable		102,937
	Accrued expenses and other current liabilities		25,332
Total current liabilities			128,269
Total liabilities			128,269
Commitment and contingency (Note 7)
Shareholder's equity:
	Paid-in capital		147,189
	Accumulated deficit		(7,709	)
	Accumulated other comprehensive income		4,140
Total equity			143,620
TOTAL LIABILITIES AND EQUITY		$	271,889

The accompanying notes are an integral part of this financial statement.

F-119

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Net revenues		$	662,877
Cost of revenues			526,771
Gross profit			136,106
Operating expenses:
	Selling and marketing		78,222
	General and administrative		65,593
Total operating expenses			143,815
Loss before provision for income tax			(7,709	)
Net loss		$	(7,709	)

The accompanying notes are an integral part of this financial statement.

F-120

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive loss
Balance as of May 5, 2010 (business commencement date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		147,189		—			—		147,189
Net loss		—		(7,709	)		—		(7,709	)	$	(7,709	)
Foreign currency translation adjustments		—		—			4,140		4,140			4,140
Balance as of December 31, 2010	$	147,189	$	(7,709	)	$	4,140	$	143,620		$	(3,569	)

The accompanying notes are an integral part of this financial statement.

F-121

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CASH FLOWS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Cash flows from operating activities:
	Net loss	$	(7,709	)
	Depreciation		748
Changes in operating assets and liabilities:
	Accounts payable		100,496
	Accrued expenses and other current liabilities		24,732
Net cash provided by operating activities			118,267
Cash flows from investing activities:
	Purchase of property and equipment		(37,926	)
	Amount due from a related party		(224,071	)
Cash used in investing activities			(261,997	)
Cash flows from financing activities:
	Capital contribution from shareholder		147,189
Cash provided by financing activities			147,189
Effect of exchange rate changes			836
Increase in cash			4,295
Cash and cash equivalents as of May 5, 2010 (business commencement date)			—
Cash and cash equivalents as of December 31, 2010		$	4,295

The accompanying notes are an integral part of this financial statement.

F-122

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Mr. Yong Yang and Ms. Juan Shi commenced the business in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platform which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile") on May 5, 2010. On September 21, 2010, Mr. Yong Yang and Ms. Juan Shi established Shenzhen Xunjie Times Media Co., Ltd. ("the Company"), a limited liability company incorporated in Shenzhen, the People's Republic of China ("PRC") to operate these businesses under the Company. Hence, the accompanying financial statements are presented for the period from May 5, 2010 (business commencement date) to December 31, 2010.

        On March 1, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("the Company") by injecting $454,545 (RMB3 million) into the Company as capital.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes online group buying revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 5, 2010 (business commencement date) to December 31, 2010 were insignificant.

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company sign the service agreements.

F-123

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $8,352.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-124

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-125

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related party, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to

F-126

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income

F-127

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Computer and software	$	9,443
Leasehold improvement		29,405
Total		38,848
Less: accumulated depreciation		(767	)
Property and equipment, net	$	38,081

        Depreciation expenses for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $748.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	23,365
Other tax payable		1,967
	$	25,332

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 5, 2010 (business commencement date) to December 31, 2010.

F-128

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX (Continued)

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	1,927
Total deferred tax assets			1,927
Less: valuation allowance			(1,927	)
Net deferred tax assets		$	—

        The Company has net operating losses of $7,709 as of December 31, 2010. As of December 31, 2010, valuation allowance was $1,927 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

6.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Juan Shi	Shareholder of Shenzhen Xunjie

	As of December 31, 2010
Amount due from Ms. Juan Shi	$	229,513	(i)
	$	229,513

(i)

The amount represents cash collected by Ms. Juan Shi on behalf of the Company, which is expected to be received in the year of 2011.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expenses under operating leases for the period from May 5, 2010 (business commencement date) to December 31, 2010 were $12,771.

F-129

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	20,804
	2012		20,804
	2013		8,032
	2014		—
	2015 and thereafter		—
Total		$	49,640

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-130

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Wuxi Yuzhong Internet technology Co., Ltd. (the "Company") as of December 31, 2009 and 2010, and related statements of operations, changes in equity and comprehensive loss, and cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010, and the results of its operations and its cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-131

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2009			As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	134,932		$	249,197
	Prepaid rental expenses		—			2,006
	Amounts due from related party		—			136,079
Total current assets			134,932			387,282
Property and equipment, net			4,603			50,779
TOTAL ASSETS			139,535			438,061
Current liabilities:
	Account payable		—			351,783
	Accrued expenses and other current liabilities		—			47,659
Total current liabilities			—			399,442
Total liabilities			—			399,442
Commitment and contingency (Note 7)
Shareholder's equity:
	Paid-in capital		146,501			146,501
	Accumulated deficit		(11,425	)		(110,102	)
	Accumulated other comprehensive income		4,459			2,220
Total equity			139,535			38,619
TOTAL LIABILITIES AND EQUITY		$	139,535		$	438,061

The accompanying notes are an integral part of this financial statement.

F-132

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF OPERATIONS

(In U.S. dollars)

		For the period from June 3, 2009 (inception date) to December 31, 2009			For the year ended December 31, 2010
Net revenues		$	—		$	1,296,305
Cost of revenues			—			1,110,086
Gross profit			—			186,219
Operating expenses:
	Selling and marketing		—			49,598
	General and administrative		11,419			235,322
Total operating expenses			—			284,920
Loss from operations			(11,419	)		(98,701	)
Interest income			23			274
Other expense			(29	)		(250	)
Loss before income tax			(11,425	)		(98,677	)
Provision for income tax			—			—
Net loss		$	(11,425	)	$	(98,677	)

The accompanying notes are an integral part of this financial statement.

F-133

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income/(loss)			Total equity			Total comprehensive loss
Balance as of June 3, 2009 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholder		146,501		—			—			146,501
Net loss		—		(11,425	)		—			(11,425	)	$	(11,425	)
Foreign currency translation adjustments		—		—			4,459			4,459			4,459
Balance as of December 31, 2009		146,501		(11,425	)		4,459			139,535			(6,966	)
Net loss		—		(98,677	)		—			(98,677	)		(98,677	)
Foreign currency translation adjustments		—		—			(2,239	)		(2,239	)		(2,239	)
Balance as of December 31, 2010	$	146,501	$	(110,102	)	$	2,220		$	38,619		$	(100,916	)

The accompanying notes are an integral part of this financial statement.

F-134

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			For the period from June 3, 2009 to December 31, 2009			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(11,425	)	$	(98,677	)
	Depreciation			363			4,052
	Changes in operating assets and liabilities:
		Prepaid rental expenses		—			(1,958	)
		Accounts payable		—			343,442
		Accrued expenses and other current liabilities		—			46,529
Net cash (used in) provided by operating activities				(11,062	)		293,388
Cash flows from investing activities:
	Purchase of property and equipment			(4,963	)		(48,980	)
	Amount due from related party			(2	)		(132,852	)
Cash used in investing activities				(4,965	)		(181,832	)
Cash flows from financing activities:
	Capital contribution from shareholder			146,501			—
Cash provided by financing activities				146,501			—
Effect of exchange rate changes				4,458			2,709
Increase in cash and cash equivalents				134,932			114,265
Cash and cash equivalents at beginning of year				—			134,932
Cash and cash equivalents at end of year			$	134,932		$	249,197

The accompanying notes are an integral part of this financial statement.

F-135

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wuxi Yuzhong Internet Technology Co., Ltd. ("the Company") was incorporated in Wuxi, the People's Republic of China ("PRC"), as a limited liability company on June 3, 2009 (inception date).

        The Company, which commenced its operation in April 2010, is principally engaged in the provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $303,030(RMB2 million). In addition, Beijing Wowo Tuan injected $454,546(RMB3 million) into the Company as capital. Wuxi Yuzhong became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

        obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection, otherwise, the Company records revenue on a net basis. The total return and refund amount for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $9,975, respectively.

Business tax

        The Company is subject to business taxes at the rate of 5.5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from June 3, 2009 (inception date) to December 31, 2009 and year ended December 31, 2010 were nil and $10,942, respectively.

F-136

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	3 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-137

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best

F-138

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may

F-139

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-140

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2009			December 31, 2010
Furniture and fixtures	$	—		$	11,168
Computer and software		4,966			39,478
Leasehold improvement		—			4,196
Total		4,966			54,842
Less: accumulated depreciation		(363	)		(4,063	)
Property and equipment, net	$	4,603		$	50,779

        Depreciation expenses for the period from June 3, 2009 (date of inception) to December 31, 2009 and the year ended December 31, 2010 were $363 and $4,052, respectively.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2009		December 31, 2010
Accrued payroll and welfare	$	—	$	42,695
Other tax payable		—		4,207
Other payable		—		757
	$	—	$	47,659

5.     INCOME TAXES

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010. No income tax expenses were recognized in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010 as the Company had incurred operating loss for both periods.

F-141

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

5.     INCOME TAXES (Continued)

        The significant components of the Group's deferred tax assets were as follows:

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	2,856		$	24,669
Total deferred tax assets			2,856			24,669
Valuation allowance			(2,856	)		(24,669	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $11,425 and $98,677 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $2,856 and $24,669, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

6.     RELATED PARTY BALANCE

Name	Relationship with the Company
Mr. Liheng Liu	Shareholder of Wuxi Yuzhong Internet technology Co., Ltd.

	December 31, 2009		December 31, 2010
Amount due from Mr. Liheng Liu	$	—	$	136,079	(i)
	$	—	$	136,079

(i)

The amount represents cash collected by Mr. Liheng Liu on behalf of the Company.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expense under operating leases for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $22,157, respectively.

F-142

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

        Years ending December 31:

2011	$	28,955
2012		7,091
2013		5,318
2014		—
2015 and thereafter		—
Total	$	41,364

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENT

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain stock options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

F-143

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHENGDU BEIGUO TECHNOLOGY CO., LTD

        We have audited the accompanying balance sheet of Chengdu Beiguo Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 20, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 20, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-144

CHENGDU BEIGUO TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	2,284
	Prepaid expenses and other current assets		32,076
	Amount due from related party		295,142
Total current assets			329,502
TOTAL ASSETS			329,502
Current liabilities:
	Account payable		152,775
	Accrued expenses and other current liabilities		9,893
	Income tax payable		22,769
Total current liabilities			185,437
Total liabilities			185,437
Commitments and contingencies (Note 7)
Shareholder's equity:
	Paid-in capital		75,284
	Retained earnings		66,687
	Accumulated other comprehensive income		2,094
Total equity			144,065
TOTAL LIABILITIES AND EQUITY		$	329,502

The accompanying notes are an integral part of this financial statement.

F-145

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from August 20, 2010 (inception date) to December 31, 2010
Net revenues		$	1,121,553
Cost of revenues			970,857
Gross profit			150,696
Operating expenses:
	Selling and marketing		12,923
	General and administrative		48,857
Total operating expenses			61,780
Income from operations			88,916
Income before provision for income tax			88,916
Provision for income tax			22,229
Net income		$	66,687

The accompanying notes are an integral part of this financial statement.

F-146

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of August 20, 2010 (inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder		75,284		—		—		75,284
Net income		—		66,687		—		66,687	$	66,687
Foreign currency translation adjustments		—		—		2,094		2,094		2,094
Balance as of December 31, 2010	$	75,284	$	66,687	$	2,094	$	144,065	$	68,781

The accompanying notes are an integral part of this financial statement.

F-147

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 20, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	66,687
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(31,315	)
		Accounts payable		149,152
		Accrued expenses and other current liabilities		9,658
		Income tax payable		22,229
Net cash provided by operating activities				216,411
Cash flows from investing activities:
	Amount due from related party			(288,144	)
Cash used in investing activities				(288,144	)
Cash flows from financing activities:
	Capital contribution by shareholder			75,284
Net cash provided by financing activities				75,284
Effect of exchange rate changes				(1,267	)
Increase in cash				2,284
Cash and cash equivalents as of August 20, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	2,284

The accompanying notes are an integral part of this financial statement.

F-148

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Chengdu Beiguo Technology Co., Ltd ("the Company") was incorporated in Chengdu, the People's Republic of China ("PRC"), as a limited liability company on August 20, 2010.

        The Company is principally engaged in operating the online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC on August 20, 2010.

        On April 1, 2011, Beijing Wowo Tuan acquired 60.4% equity interest of the Company and paid to the Company's existing shareholders for $196,969 (RMB1.3 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into the Company as capital. Chengdu Beiguo became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from August 20, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 20, 2010 (inception date) to December 31, 2010 were insignificant.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from August 20, 2010 (inception date) to December 31, 2010 was $8,984.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying

F-149

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-150

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The

F-151

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011.

F-152

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Prepaid expenses	$	31,818
Rental deposit		258
	$	32,076

F-153

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	909
Other tax payable		8,984
	$	9,893

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from August 20, 2010 (inception date) to December 31, 2010.

6.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Jin Ye		Shareholder of Chengdu Beiguo

	As of December 31, 2010
Amount due from Ms. Jin Ye	$	295,142	(i)
	$	295,142

(i)

The amount represents cash collected by Ms. Jin Ye on behalf of the Company.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from August 20, 2010 (inception date) to December 31, 2010 was $2,933.

F-154

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,094
	2012		2,161
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	7,255

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENT

        On July 1, 2011, 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan. As consideration, 150,000 stock options of its parent's company will be issued to the original shareholders for future service with the Company over the next four years.

F-155

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
FUZHOU BAIKETUAN

        We have audited the accompanying balance sheet of Fuzhou Baiketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-156

FUZHOU BAIKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net			7,535
TOTAL ASSETS			7,535
Current liabilities:
	Accrued expenses and other current liabilities		7,815
	Income tax payables		1,222
Total current liabilities			9,037
Total liabilities			9,037
Commitment and contingency (Note 7)
Shareholder's deficit:
	Paid-in capital		73,806
	Accumulated deficit		(77,347	)
	Accumulated other comprehensive income		2,039
Total deficit			(1,502	)
TOTAL LIABILITIES AND DEFICIT		$	7,535

The accompanying notes are an integral part of this financial statement.

F-157

FUZHOU BAIKETUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	285,361
Cost of revenues			236,950
Gross profit			48,411
Operating expenses:
	Selling and marketing		11,597
	General and administrative		32,042
Total operating expenses			43,639
Income from operations			4,772
Provision for income tax			1,193
Net income		$	3,579

The accompanying notes are an integral part of this financial statement.

F-158

FUZHOU BAIKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	73,806	$	—		$	(556	)	$	73,250
Net income		—		3,579			—			3,579		$	3,579
Distribution to shareholder				(80,926	)					(80,926	)
Foreign currency translation adjustments		—		—			2,595			2,595			2,595
Balance as of December 31, 2010	$	73,806	$	(77,347	)	$	2,039		$	(1,502	)	$	6,174

The accompanying notes are an integral part of this financial statement.

F-159

FUZHOU BAIKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,579
	Depreciation			868
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		7,629
		Income tax payables		1,193
Net cash provided by operating activities				13,269
Cash flows from investing activities:
	Purchase of property and equipment			(8,224	)
	Amount due from shareholder			73,961
Cash used in investing activities				65,737
Cash flows from financing activities:
	Net distribution to shareholder			(80,926	)
Net cash provided by financing activities				(80,926	)
Effect of exchange rate changes				1,920
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-160

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai"), which was incorporated on July 15, 2009 in Fujian province the People's Republic of China ("PRC"), as a limited liability company. Fuzhou Fuhai had no operation since inception until August 11, 2010.

        On August 11, 2010, Fuzhou Fuhai commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.baiket.com ("Fuzhou Baiketuan", or "the Company") in the PRC.

        On April 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Fuzhou Fuhai for cash consideration of $45,455 (RMB0.3 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division starting from the acquisition date, March 18, 2011.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 were $4,619.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the year ended December 31, 2010 was $2,818.

F-161

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

F-162

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in deficit and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-163

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods

F-164

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,455
Computer and software		6,970
Total		8,425
Less: accumulated depreciation		(890	)
Property and equipment, net	$	7,535

        Depreciation expenses for the year ended December 31, 2010 was $868.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	4,929
Other tax payable		2,886
	$	7,815

F-165

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% for the year ended December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $80,926 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the year ended December 31, 2010 was $3,698.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	12,573
	2012		5,177
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	17,750

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax

F-166

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENTS

        On April 1, 2011, Beijing Wowo Tuan acquired Fuzhou Baiketuan for a cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the key employee for his continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date.

F-167

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHANGHAI YINQING ADVERTISING CO., LTD

        We have audited the accompanying balance sheet of Shanghai Yinqing Advertising Co., Ltd ("the Company") as of December 31, 2009 and 2010, and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the years ended December 31, 2009 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-168

SHANGHAI YINQING ADVERTISING CO., LTD

BALANCE SHEETS

(In U.S. dollars)

		December 31,
		2009			2010
ASSETS
Current assets:
	Cash and cash equivalents	$	36,834		$	102,450
	Prepaid expenses and other current assets		113,527			265,242
	Amounts due from related parties		117,747			388,050
TOTAL ASSETS			268,108			755,742
Property, plant and equipment, net			33,341			25,479
Total assets			301,449			781,221
Current liabilities:
	Accounts payable		12,952			296,569
	Accrued expenses and other current liabilities		79,788			130,621
	Amount due to related party		545,787			1,006,361
Total current liabilities			638,527			1,433,551
TOTAL LIABILITIES			638,527			1,433,551
Contingency (Note 8)
Shareholder's deficit:
	Paid-in capital		60,410			60,410
	Accumulated deficit		(410,474	)		(706,987	)
	Accumulated other comprehensive income/(loss)		12,986			(5,753	)
Total deficit			(337,078	)		(652,330	)
TOTAL LIABILITIES AND DEFICIT		$	301,449		$	781,221

The accompanying notes are an integral part of these financial statements.

F-169

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF OPERATIONS

(In U.S. dollars)

	Years ended December 31,
	2009			2010
Net revenues	$	298,482		$	1,231,737
Cost of revenues		181,351			935,110
Gross profit		117,131			296,627
Operating expenses:
Selling and marketing		191,530			313,363
General and administrative		300,404			279,777
Total operating expenses		491,934			593,140
Loss from operations		(374,803	)		(296,513	)
Provision for income tax		—			—
Net loss	$	(374,803	)	$	(296,513	)

The accompanying notes are an integral part of these financial statements.

F-170

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income/(loss)			Total deficit			Total comprehensive loss
Balance as of January 1, 2009	$	60,410	$	(35,671	)	$	325		$	25,064
Net loss		—		(374,803	)		—			(374,803	)	$	(374,803	)
Foreign currency translation adjustments		—		—			12,661			12,661			12,661
Balance as of December 31, 2009		60,410		(410,474	)		12,986			(337,078	)		(362,142	)
Net loss		—		(296,513	)		—			(296,513	)		(296,513	)
Foreign currency translation adjustments		—		—			(18,739	)		(18,739	)		(18,739	)
Balance as of December 31, 2010	$	60,410	$	(706,987	)	$	(5,753	)	$	(652,330	)	$	(315,252	)

The accompanying notes are an integral part of these financial statements.

F-171

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

		Years ended December 31,
		2009			2010
Cash flows from operating activities:
	Net loss	$	(374,803	)	$	(296,513	)
	Depreciation		4,003			8,391
Changes in operating assets and liabilities:
	Accounts receivable		6,923			—
	Prepaid expenses and other current assets		(12,347	)		(144,324	)
	Accounts payable		(50,493	)		276,459
	Accrued expenses and other current liabilities		72,742			46,961
Cash used in operating activities			(353,975	)		(109,026	)
Cash flows from investing activities:
	Purchase of property and equipment		(37,327	)		(4,323	)
Cash used in investing activities			(37,327	)		(4,323	)
Cash flows from financing activities:
	Amounts due from related parties		(117,684	)		(259,960	)
	Amount due to related party		545,499			431,416
Net cash provided by financing activities			427,815			171,456
Effect of exchange rate changes			19			7,509
Increase in cash			36,532			65,616
Cash and cash equivalents at beginning of year			302			36,834
Cash and cash equivalents at end of year		$	36,834		$	102,450

The accompanying notes are an integral part of these financial statements.

F-172

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shanghai Yinqing Advertising Co., Ltd ("the Company") was incorporated on January 18, 2004 in Shanghai, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is engaged in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platforms which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile").

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $100,000 (RMB0.66 million). In addition Beijing Wowo Tuan injected $303,030 (RMB2 million) into the Company as capital. Shanghai Yinqing became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the years ended December 31, 2009 and 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes online group buying revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the years ended December 31, 2009 and 2010 were insignificant.

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company have signed the service agreements.

F-173

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the years ended December 31, 2009 and 2010 were $27,726 and $68,794, respectively.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-174

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-175

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from/to related parties, and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also

F-176

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of

F-177

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	As of December 31
	2009		2010
Advances to employees	$	15,898	$	2,910
Advances to suppliers		4,249		213,200
Prepaid advertising expense		—		31,917
Short-term deposit		69,078		17,215
Other receivables		24,302		—
Total	$	113,527	$	265,242

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	As of December 31
	2009			2010
Computer and software	$	30,180		$	27,362
Leasehold improvement		7,166			10,854
Total		37,346			38,216
Less: accumulated depreciation		(4,005	)		(12,737	)
Property and equipment, net	$	33,341		$	25,479

        Depreciation expenses for the years ended December 31, 2009 and 2010 were $4,003 and $8,391, respectively.

F-178

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	As of December 31
	2009		2010
Accrued payroll and welfare	$	31,759	$	23,485
Advance from subscribers		31,423		61,605
Other tax payable		16,606		31,403
Other payables		—		14,128
Total	$	79,788	$	130,621

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the years ended December 31, 2009 and 2010. No income tax expense was recognized for the years ended December 31, 2009 and 2010 as the Company incurred operating loss for both years.

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	102,619		$	176,747
Total deferred tax assets			102,619			176,747
Valuation allowance			(102,619	)		(176,747	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $410,474 and $706,987 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $102,619 and $176,747, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

F-179

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

7.     RELATED PARTY BALANCE

	December 31,
	2009		2010
Amount due from related parties (i)	$	117,747	$	388,050
Total	$	117,747	$	388,050
Amount due to related party (ii)	$	545,787	$	1,006,361
Total	$	545,787	$	1,006,361

(i)

The amount represents expenses paid by the Company on behalf of its affiliated entities. The balance was interest free, unsecured and has no fixed repayment terms.

(ii)

The amount represents the unsecured, interest-free loan from Shenzhen Huihai and was repayable on demand.

8.     CONTINGENCY

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-180

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from September 27, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from September 27, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-181

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	118,512
Total current assets			118,512
Property and equipment, net			6,344
TOTAL ASSETS			124,856
Current liabilities:
	Accrued expenses and other current liabilities		103,606
	Income tax payable		1,525
Total current liabilities			105,131
Total liabilities			105,131
Commitment and contingency (Note 6)
Shareholder's equity:
	Paid-in capital		14,945
	Retained earnings		4,465
	Accumulated other comprehensive income		315
Total equity			19,725
TOTAL LIABILITIES AND EQUITY		$	124,856

The accompanying notes are an integral part of this financial statement.

F-182

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from September 27, 2010 (inception date) to December 31, 2010
Net revenues		$	65,210
Cost of revenues			22,265
Gross profit			42,945
Operating expenses:
	Selling and marketing		14,797
	General and administrative		22,195
Total operating expenses			36,992
Income from operations			5,953
Provision for income tax			1,488
Net income		$	4,465

The accompanying notes are an integral part of this financial statement.

F-183

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

		Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of September 27, 2010
	(inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder			14,945		—		—		14,945
Net income			—		4,465		—		4,465	$	4,465
Foreign currency translation adjustments			—		—		315		315		315
Balance as of December 31, 2010		$	14,945	$	4,465	$	315	$	19,725	$	4,780

The accompanying notes are an integral part of this financial statement.

F-184

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from September 27, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	4,465
	Depreciation			61
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		101,150
		Income tax payable		1,488
Net cash provided by operating activities				107,164
Cash flows from investing activities:
	Purchase of property and equipment			(6,255	)
Net cash used in investing activities				(6,255	)
Cash flows from financing activities:
	Capital contribution by shareholders			14,945
Net cash provided by financing activities				14,945
Effect of exchange rate changes				2,658
Increase in cash				118,512
Cash and cash equivalents as of September 27, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	118,512

The accompanying notes are an integral part of this financial statement.

F-185

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") was incorporated on September 27, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is principally engaged in providing online advertising and online platform services for group buying companies in the PRC.

        On April 1, 2011, Mr. Maodong Xu acquired 100% equity interest of Beijing Kaiyishidai Network and Technology Co., Ltd. for cash consideration of $909,091 (RMB6 million).

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company's revenue is derived from selling online advertisements and providing online platform services for group buying companies. The Company typically signs standard contracts with its advertising customers on the Company's website for a period of time. The Company recognizes revenues ratably over the period for which the advertisements are displayed and the website links are published.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from September 27, 2010 to December 31, 2010 was $3,795.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue which are primarily the operating cost in relation to maintaining the online platform, designing the advertisements and publishing information.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscriber returns and refunds. Actual results could differ from those estimates.

F-186

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-187

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents. The carrying values of cash and cash equivalents approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a

F-188

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption.

F-189

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,780
Computer and software	$	4,627
Total		6,407
Less: accumulated depreciation		(63	)
Property and equipment, net	$	6,344

        Depreciation expenses for the period from September 27, 2010 (inception date) to December 31, 2010 was $61.

F-190

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Short term deposit	$	99,350
Accrued payroll and welfare		368
Other tax payable		3,888
Total	$	103,606

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from September 27, 2010 (inception date) to December 31, 2010.

6.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from September 27, 2010 to December 31, 2010 was $6,139.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,547
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	5,547

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions

F-191

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     COMMITMENT AND CONTINGENCY (Continued)

which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-192

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU JINGCAITUAN

        We have audited the accompanying balance sheet of Changzhou Jingcaituan ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 2, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 2, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-193

CHANGZHOU JINGCAITUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	38,360
	Prepaid expenses and other current assets		172,883
Total current assets			211,243
Property and equipment, net			51,084
TOTAL ASSETS			262,327
Current liabilities:
	Accrued expenses and other current liabilities		22,480
	Income tax payable		7,425
Total current liabilities			29,905
Total liabilities			29,905
Commitment and contingency (Note 8)
Shareholder's equity:
	Paid-in capital		295,247
	Accumulated deficit		(71,136	)
	Accumulated other comprehensive income		8,311
Total equity			232,422
TOTAL LIABILITIES AND EQUITY		$	262,327

The accompanying notes are an integral part of this financial statement.

F-194

CHANGZHOU JINGCAITUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from August 2, 2010 (inception date) to December 31, 2010
Net revenues		$	1,245,805
Cost of revenues			1,114,373
Gross profit			131,432
Operating expenses:
	Selling and marketing		41,068
	General and administrative		61,603
	Total operating expenses		102,671
Income from operations			28,761
Interest income			233
Income before provision for income tax			28,994
Provision for income tax			7,248
Net income		$	21,746

The accompanying notes are an integral part of this financial statement.

F-195

CHANGZHOU JINGCAITUAN

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of August 2, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		295,247		—			—		295,247
Net income		—		21,746			—		21,746		$	21,746
Distribution to shareholder		—		(92,882	)		—		(92,882	)
Foreign currency translation adjustments		—		—			8,311		8,311			8,311
Balance as of December 31, 2010	$	295,247	$	(71,136	)	$	8,311	$	232,422		$	30,057

The accompanying notes are an integral part of this financial statement.

F-196

CHANGZHOU JINGCAITUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 2, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	21,746
	Depreciation			1,936
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(168,783	)
		Accrued expenses and other current liabilities		21,948
		Income tax payable		7,248
Net cash used in operating activities				(115,905	)
Cash flows from investing activities:
	Purchase of property and equipment			(51,808	)
Cash used in investing activities				(51,808	)
Cash flows from financing activities:
	Capital injection from shareholders			295,247
	Net distribution to shareholders			(92,882	)
Net cash provided by financing activities				202,365
Effect of exchange rate changes				3,708
Increase in cash				38,360
Cash and cash equivalents as of August 2, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	38,360

The accompanying notes are an integral part of this financial statement.

F-197

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai") which was incorporated on August 2, 2010 in Changzhou, the People's Republic of China ("PRC"), as a limited liability company. Jiangsu Changcai was engaged principally in providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under domain name of www.niceful.com ("Changzhou Jingcaituan" or "the Company") in the PRC.

        On April 3, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Jiangsu Chuangcai for cash consideration of $818,182 (RMB5.4 million) and such business acquired was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from August 2, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 2, 2010 to December 31, 2010 was $5,915.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the period from August 2, 2010 to December 31, 2010 was $7,649.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying

F-198

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years
Vehicles	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-199

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods

F-200

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments

F-201

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to a third party	$	96,159
Prepaid service fee		75,758
Prepaid rental expenses		966
	$	172,883

F-202

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	7,069
Computer and software		35,089
Vehicles		10,909
Total		53,067
Less: accumulated depreciation		(1,983	)
Property and equipment, net	$	51,084

        Depreciation expenses for the period from August 2, 2010 to December 31, 2010 was $1,936.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	7,835
Accrued payroll and welfare		14,645
	$	22,480

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the period from August 2, 2010 to December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from August 2, 2010 to December 31, 2010, the Company's shareholders collected cash of $92,882 from the subscribers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2020. Rental expenses under operating leases for the period from August 2, 2010 to December 31, 2010 was $13,586.

F-203

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	45,914
	2012		12,573
	2013		12,573
	2014		12,573
	2015 and thereafter		69,155
Total		$	152,788

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Jingcaituan from the shareholders of Jiangsu Chuangcai for a cash consideration of $818,182 (RMB 5.4 million) and operates the business acquired as one division of Beijing Wowo Tuan.

F-204

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
LANGFANG WODETUAN

        We have audited the accompanying balance sheet of Langfang Wodetuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the period from October 18, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from October 18, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-205

LANGFANG WODETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-current assets:
Property and equipment, net		$	4,926
TOTAL ASSETS			4,926
Current liabilities:
Accrued expenses and other current liabilities			8,703
Income tax payable			8,892
Total current liabilities			17,595
Total liabilities			17,595
Commitment and contingency (Note 7)
Shareholder's deficit:
	Paid-in capital		75,256
	Accumulated deficit		(89,059	)
	Accumulated other comprehensive income		1,134
Total deficit			(12,669	)
TOTAL LIABILITIES AND DEFICIT		$	4,926

The accompanying notes are an integral part of this financial statement.

F-206

LANGFANG WODETUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from October 18, 2010 (inception date) to December 31, 2010
Net revenues		$	410,619
Cost of revenues			327,439
Gross profit			83,180
Operating expenses:
	Selling and marketing		19,382
	General and administrative		29,073
Total operating expenses			48,455
Income from operations			34,725
Provision for income tax			8,681
Net income		$	26,044

The accompanying notes are an integral part of this financial statement.

F-207

LANGFANG WODETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of October 18, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		75,256		—			—		75,256
Net income		—		26,044			—		26,044		$	26,044
Distribution to shareholder		—		(115,103	)		—		(115,103	)
Foreign currency translation adjustments		—		—			1,134		1,134			1,134
Balance as of December 31, 2010	$	75,256	$	(89,059	)	$	1,134	$	(12,669	)	$	27,178

The accompanying notes are an integral part of this financial statement.

F-208

LANGFANG WODETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from October 18, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	26,044
	Depreciation			677
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		8,496
		Income tax payable		8,681
Net cash provided by operating activities				43,898
Cash flows from investing activities:
		Purchase of property and equipment		(5,486	)
Cash used in investing activities				(5,486	)
Cash flows from financing activities:
	Capital contribution by shareholders			75,256
	Distribution to shareholders			(115,103	)
Net cash provided by financing activities				(39,847	)
Effect of exchange rate changes				1,435
Increase in cash				—
Cash and cash equivalents as of October 18, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-209

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Xinhai Hudong Technology Co., Ltd. ("Beijing Xinhai Hudong") was incorporated on October 18, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        Beijing Xinhai Hudong principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.wdtuan.com ("Langfang Wodetuan" or "the Company") in the PRC.

        On April 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd.(Beijing Wowo Tuan) acquired the online group buying services business of Beijing Xinhai Hudong (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up a new corporation, Langfang Wowo Tuan Information Technology Co., Ltd. ("Langfang Wowo Tuan") on May 10, 2011 and transferred this online group buying services business of Langfang Wodetuan to Langfang Wowo Tuan. During the period between the date of acquisition, April 7, 2011, and the establishment date of Langfang Wowo Tuan, May 10, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from October 18, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Compay records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,507.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in

F-210

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

arriving net revenue for the period from October 18, 2010 (inception date) to December 31, 2010 was $4,841.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-211

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods

F-212

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments

F-213

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	273
Computer and software		5,347
Total		5,620
Less: accumulated depreciation		(694	)
Property and equipment, net	$	4,926

        Depreciation expense for the period from October 18, 2010 (inception date) to December 31, 2010 was $677.

F-214

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	4,959
Accrued payroll and welfare payable	$	3,744
	$	8,703

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from October 18, 2010 (inception date) to December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        During the period from October 18, 2010 to December 31, 2010, the Company's shareholders collected cash of $115,103 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,328.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	1,109
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	1,109

F-215

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENTS

        On April 7, 2011, Beijing Wowo Tuan acquired Langfang Wodetuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Beijing Xinhai Hudong, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholders and the key employee for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date.

F-216

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF

NINGBO TANGTUAN

        We have audited the accompanying balance sheet of Ningbo Tangtuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from June 13, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from June 13, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-217

NINGBO TANGTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	7,170
	Prepaid expenses and other current assets		394
Total current assets			7,564
	Property and equipment, net		3,750
TOTAL ASSETS			11,314
Current liabilities:
	Account payable		88,705
	Accrued expenses and other current liabilities		10,873
Total current liabilities			99,578
Total liabilities			99,578
Commitment and contingenciey (Note 8)
Shareholder's deficit:
	Paid-in capital		14,637
	Accumulated deficit		(102,462	)
	Accumulated other comprehensive loss		(439	)
Total deficit			(88,264	)
TOTAL LIABILITIES AND DEFICIT		$	11,314

The accompanying notes are an integral part of this financial statement.

F-218

NINGBO TANGTUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the period from June 13, 2010 (inception date) to December 31, 2010
Net revenues		$	697,429
Cost of revenues			630,117
Gross profit			67,312
Operating expenses:
	Selling and marketing		54,514
	General and administrative		52,043
Total operating expenses			106,557
Loss from operations			(39,245	)
Provision for income tax			—
Net loss		$	(39,245	)

The accompanying notes are an integral part of this financial statement.

F-219

NINGBO TANGTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Total deficit			Total comprehensive loss
Balance as of June 13 , 2010 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholders	$	14,637		—			—			14,637
Net loss		—		(39,245	)		—			(39,245	)	$	(39,245	)
Distribution to shareholders				(63,217	)					(63,217	)
Foreign currency translation adjustments		—		—			(439	)		(439	)		(439	)
Balance as of December 31, 2010	$	14,637	$	(102,462	)	$	(439	)	$	(88,264	)	$	(39,684	)

The accompanying notes are an integral part of this financial statement.

F-220

NINGBO TANGTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from June 13, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(39,245	)
	Depreciation			407
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(385	)
		Accounts payable		86,602
		Accrued expenses and other current liabilities		10,615
Net cash provided by operating activities				57,994
Cash flows from investing activities:
	Purchase of property and equipment			(4,068	)
Cash used in investing activities				(4,068	)
Cash flows from financing activities:
	Capital contribution from shareholder			14,637
	Distribution to shareholder			(63,217	)
Net cash provided by financing activities				(48,580	)
Effect of exchange rate changes				1,824
Increase in cash				7,170
Cash and cash equivalents as of June 13, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	7,170

The accompanying notes are an integral part of this financial statement.

F-221

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu Tangheng"), was incorporated on June 13, 2010 in Zhejiang province, the People's Republic of China ("PRC"), as a limited liability company.

        Ningbo Haishu Tangheng was principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.tomtuan.com ("Ningbo Tangtuan" or "the Company") in the PRC.

        On April 15, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Ningbo Haishu Tangheng Trading Co., Ltd. for cash consideration of $303,030 (RMB2 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from June 13, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company record revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 27, 2010 to December 31, 2010 was insignificant.

F-222

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from June 13, 2010 (inception date) to December 31, 2010 was $3,918.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-223

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

F-224

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to

F-225

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011.

F-226

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	2,045
Computer and software		2,122
Total		4,167
Less: accumulated depreciation		(417	)
Property and equipment, net	$	3,750

        Depreciation expenses for the period from August 11, 2010 to December 31, 2010 was $407.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Rental deposit	$	394
	$	394

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	4,299
Accrued payroll and welfare		2,561
Business tax payable		4,013
	$	10,873

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period

F-227

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

from June 13, 2010 (inception date) to December 31, 2010. During the period, no income tax expense was recognized as the Company incurred operating loss.

		December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	9,811
	Total deferred tax assets		9,811
	Valuation allowance		(9,811	)
	Net deferred tax assets	$	—

        The Company had net operating losses of $39,245 as December 31, 2010. As of December 31, 2010, valuation allowance was $9,811, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from June 13, 2010 to December 31, 2010, the Company's shareholders collected cash of $63,217 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the period from June 13, 2010 (inception date) to December 31, 2010 was $769.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	3,846
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	3,846

F-228

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired Ningbo Tangtuan for a total consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu Tangheng relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date.

F-229

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
XIAMEN SHANTUAN

        We have audited the accompanying balance sheet of Xiamen Shantuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from May 17, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 17, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-230

XIAMEN SHANTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Prepaid expenses and other current assets	$	4,847
Total current assets			4,847
Property and equipment, net			8,689
TOTAL ASSETS			13,536
Current liabilities:
	Account payable		241,521
	Accrued expenses and other current liabilities		18,545
Total current liabilities			260,066
Total liabilities			260,066
Commitment and contingency (Note 8)
Shareholder's deficit:
	Paid-in capital		146,469
	Accumulated deficit		(397,299	)
	Accumulated other comprehensive income		4,300
Total deficit			(246,530	)
TOTAL LIABILITIES AND DEFICIT		$	13,536

The accompanying notes are an integral part of this financial statement.

F-231

XIAMEN SHANTUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from May 17, 2010 (inception date) to December 31, 2010
Net revenues		$	1,035,692
Cost of revenues			910,777
Gross profit			124,915
Operating expenses:
	Selling and marketing		61,962
	General and administrative		93,569
	Total operating expenses		155,531
Loss from operations			(30,616	)
Other expense			(116	)
Loss before provision for income tax			(30,732	)
Provision for income tax			—
Net loss		$	(30,732	)

The accompanying notes are an integral part of this financial statement.

F-232

XIAMEN SHANTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive loss
Balance as of May 17, 2010 (inception date)	$	—	$	—		$	—	$	—		$	—
Capital contribution from shareholder		146,469		—			—		146,469
Net loss		—		(30,732	)		—		(30,732	)		(30,732	)
Distribution to shareholder		—		(366,567	)		—		(366,567	)		—
Foreign currency translation adjustments		—		—			4,300		4,300			4,300
Balance as of December 31, 2010	$	146,469	$	(397,299	)	$	4,300	$	(246,530	)	$	(26,432	)

The accompanying notes are an integral part of this financial statement.

F-233

XIAMEN SHANTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from May 17, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(30,732	)
	Depreciation			510
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(4,732	)
		Accounts payable		235,794
		Accrued expenses and other current liabilities		18,106
Net cash provided by operating activities				218,946
Cash flows from investing activities:
	Purchase of property and equipment			(8,993	)
Cash used in investing activities				(8,993	)
Cash flows from financing activities:
	Capital contribution from shareholders			146,469
	Net distribution to shareholders			(366,567	)
Net cash provided by financing activities				(220,098	)
Effect of exchange rate changes				10,145
Increase in cash				—
Cash and cash equivalents as of May 17, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-234

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") was incorporated on May 17, 2010 in Fujian province, the People's Republic of China ("PRC") as a limited liability company. Xiamen Juwang is principally engaged in provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.shantuan.cn ("Xiamen Shantuan") in the PRC.

        On April 29, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Xiamen Juwang for cash consideration of $303,030 (RMB2 million) and such business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from the period from May 17, 2010 to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 17, 2010 to December 31, 2010 was $26,827.

F-235

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 17, 2010 to December 31, 2010 was $7,270.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-236

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include accounts payable. The carrying values of accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new

F-237

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-238

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to suppliers	$	2,332
Rental deposit		2,515
	$	4,847

F-239

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,408
Computer and software		7,803
Total		9,211
Less: accumulated depreciation		(522	)
Property and equipment, net	$	8,689

        Depreciation expenses for the period from May 17, 2010 (inception date) to December 31, 2010 were $510.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	11,099
Other tax payable		7,446
	$	18,545

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 17, 2010 to December 31, 2010.

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	7,683
Total deferred tax assets			7,683
Less: valuation allowance			(7,683	)
Net deferred tax assets		$	—

F-240

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

        The Company has net operating losses of $30,732 for the period from May 27, 2010 to December 31, 2010. As of December 31, 2010, valuation allowance was $7,683 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from May 17, 2010 to December 31, 2010, the Company's shareholders collected cash of $366,567 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from May 17, 2010 to December 31, 2010 was $8,032.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	15,680
	2012		9,822
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	25,502

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of

F-241

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        On April 29, 2011, Beijing Wowo Tuan acquired Xiamen Shantuan for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the selling shareholder and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

F-242

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WOWO LIMITED

        We have audited the accompanying balance sheet of Wowo Limited (the "Company") as of July 13, 2011. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such balance sheet presents fairly, in all material respects, the financial position of the Company as of July 13, 2011, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
September 23, 2011

F-243

WOWO LIMITED

BALANCE SHEET

(In U.S. dollars)

		July 13, 2011
Total Assets		$	—
Total liabilities		$	—
Commitments and contingencies
Series A-1 convertible redeemable preferred shares ($0.00001 par value; 20,000,000 preferred shares authorized, nil share issued and outstanding as of July 13, 2011)			—
Series A-2 convertible redeemable preferred shares ($0.00001 par value; 51,339,464 preferred shares authorized, nil share issued and outstanding as of July 13, 2011)			—
Shareholders' equity
	Ordinary shares ($0.0001 par value, 1,928,600,536 shares authorized and 1 share issued and outstanding as of July 13, 2011)	$	—
	Subscription receivable		(—	)
	Retained earnings		—
Total Shareholders' Equity		$	—
Total LIABILITIES, SERIES A CONVERTIBLE REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY		$	—

F-244

WOWO LIMITED

NOTES TO BALANCE SHEET

AS OF JULY 13, 2011

1.     ORGANIZATION

        In anticipation of the initial public offering (the "IPO"), Wowo Limited (the "Company") was incorporated in the Cayman Islands on July 13, 2011. The Company has no operations and has been created for the IPO purpose. On August 4, 2011, the Company has issued (1) 323,886,639 ordinary shares of US$0.00001; (2) 5,489,604 Series A-1 Preferred Shares of US$0.00001 (3) 51,339,464 Series A-2 Preferred Shares of US$0.00001, to the existing shareholders of Wowo Group Limited.

        There has been no activity and, therefore, the statement of operations, the statement of changes in shareholders' equity and comprehensive income, and the statement of cash flows are not presented.

2.     REORGANIZATION

        The Company becomes the ultimate holding company of Wowo Group Limited upon the completion of the one to one share exchange on August 4, 2011 with existing shareholders of Wowo Group Limited for all shares of equivalent classes.

F-245

Wowo Limited

  American Depositary Shares

  Representing
        Ordinary Shares

Prospectus

BofA Merrill Lynch UBS Investment Bank

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers

        Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the registrant.

        Under the form of indemnification agreements filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

        The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities

        During the past three years, we have issued and sold the securities in Wowo Group Limited described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. All references to number of shares in the table below have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares. On August 4, 2011, we effected a share swap in which shareholders of

II-1

Wowo Group Limited, our current holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited.

Purchaser	Date of Sale or Issuance		Title and Number of Securities		Consideration (US$ in cash)		Underwriting Discount and Commission
Yongming Zhang		March 8, 2011		16,194,332 ordinary shares		7.9 million		N/A
		July 7, 2011		7,923,246 Series A-2 Preferred Shares		7.7 million		N/A
Zero2IPO China Fund II L.P.		April 3, 2011		5,489,604 Series A-1 Preferred Shares		5.0 million		N/A
		June 18, 2011		2,053,579 Series A-2 Preferred Shares		2.0 million		N/A
CDH Barley Limited		May 25, 2011		30,803,678 Series A-2 Preferred Shares		30.0 million		N/A
Besto Holdings Limited		July 5, 2010		5,133,947 Series A-2 Preferred Shares		5.0 million		N/A
Xiangqing Lin		July 5, 2010		4,398,225 Series A-2 Preferred Shares		4.3 million		N/A
David Tse Young Chou		July 5, 2011		1,026,789 Series A-2 Preferred Shares		1.0 million		N/A
Directors, Officers and Employees		Various dates		Option to purchase 24,740,770 ordinary shares		various prices		N/A

Item 8.   Exhibits and Financial Statement Schedules

(a)

Exhibits

        See Exhibit Index beginning on page II—6 of this Registration Statement.

(b)

Financial Statement Schedules

        All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9.    Undertakings

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement

II-2

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   For the purpose of determining any liability under the Securities Act of 1933, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in                 on                    , 2011.

Wowo Limited
By:
	Name:	Maodong Xu
	Title:	Chief Executive Officer

        Each person whose signature appears below constitutes and appoints each of [            ] and [            ] as an attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any and all amendments or supplements to this registration statement, whether such amendments or supplements are filed before or after the effective date of such registration statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to any and all instruments or documents filed as part of or in connection with this registration statement and any and all amendments thereto, whether such amendments are filed before or after the effective date of such registration statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated in                 on                    , 2011.

Signature	Capacity
Maodong Xu	Chairman, Chief Executive Officer (principal executive officer)
Daniel Mingdong Wu	Director, Chief Financial Officer (principal financial and accounting officer)
Wenjiang Chen	Director
Michael Guangyu Lv	Director, Chief Operating Officer

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Wowo Limited has signed this registration statement or amendment thereto in                on                    , 2011.

By:
	Name:
	Title:

II-5

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	1.1	*	Form of Underwriting Agreement
	3.1	*	Memorandum and Articles of Association of the Registrant, as currently in effect
	3.2	*	Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of the offering
	4.1	*	Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)
	4.2	*	Registrant's Specimen Certificate for Ordinary Shares
	4.3	*	Deposit Agreement, dated as of            , 2011, between the Registrant, the depositary and holder of the American Depositary Receipts
	5.1	*	Opinion of Conyers Dill & Pearman LLP regarding the validity of the ordinary shares being registered
	8.1	*	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters
	8.2	*	Opinion of Commerce & Finance Law Offices regarding certain PRC tax matters
	8.3	*	Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
	10.1	*	Registrant's Share Incentive Plan
	10.2	*	[Form of Indemnification Agreement with the Registrant's directors]
	10.3	*	Form of Employment Agreement
	10.4	*	Form of English Translation of [contractual arrangements] with affiliated consolidated entities
	10.5		Form of English translation of Power of Attorney
	10.6		English translation of Exclusive Call Option Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated September 10, 2011
	10.7		English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated June 10, 2011
	10.8		English translation of Equity Pledge Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated September 10, 2011
	10.9		English translation of Exclusive Call Option Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.10		English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.11		English translation of Equity Pledge Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.12		English translation of Exclusive Call Option Agreement entered into by and among shareholders of Yi You Bao and Wowo Shi Jie, dated May 31, 2011
	10.13		English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders Yi You Bao and Wowo Shi Jie, dated May 31, 2011

II-6

Exhibit No.			Description of Exhibit
	10.14		English translation of Equity Pledge Agreement entered into by and among shareholders of Yi You Bao and Wowo Shi Jie, dated May 31, 2011
	10.15		Series A-1 Note Purchase Agreement entered into by New Field Worldwide Ltd. and ZERO2IPO CHINA FUND II, L.P., April 2011
	10.16		Series A-1 Notice of Conversion, dated April 3, 2011
	10.17		Series A-2 Preferred Share Purchase Agreement entered into by the Company and CDH Barley Limited, dated May 25, 2011
	10.18		Series A-2 Preferred Share Purchase Agreement entered into by the Company and Zero2IPO China Fund II L.P., dated June 8, 2011
	10.19		Series A-2 Preferred Share Purchase Agreement entered into by and among the Company, Besto Holdings Limited, David Tse Young Chou, Zhang Yongming and Lin Xiangqing, dated July 5, 2011
	10.20		Series A-2 Shareholders Agreement entered into by the Company and the shareholders, dated August 4, 2011
	10.21		Online payment Agreement between Beijing Wowo Tuan Information Technology Co., Ltd. and Alipay.com (China) Co., Ltd.
	21.1	*	List of Subsidiaries of the Registrant
	23.1		Consent of Deloitte Touche Tohmatsu CPA Ltd.
	23.2	*	Consent of Conyers Dill & Pearman LLP (included in exhibit 5.1)
	23.3	*	Consent of Simpson Thacher & Bartlett LLP (included in exhibit 8.1)
	23.4	*	Consent of Commerce & Finance Law Offices (included in exhibit 8.2)
	24.1	*	Power of Attorney (included on signature page)
	99.1	*	Code of Business Conduct and Ethics of Registrant
	99.2		Opinion of Commerce & Finance Law Offices regarding certain PRC legal matters

*

To be filed by amendment.

II-7

Exhibit 10.5

Power of Attorney

I, the undersigned, [ ], a citizen of the People’s Republic of China, ID number [ ], being a shareholder holding [ ]% equity interest of [ ] (the “Equity Interest”), hereby irrevocably authorizes Beijing Wowo Shi Jie Information & Technology Co., Ltd. (“WFOE”) to exercise the following powers and rights during the Effective Period (as defined hereunder):

I, the undersigned, exclusively authorize WFOE as the sole and exclusive attorney-in-fact, to exercise on my behalf the following shareholder’s rights in respect of the Equity Interest, including but not limited to: (i) the right to attend the shareholders’ meeting and to execute relative shareholder resolution(s) of [ ] for and on my behalf, and (ii) all shareholder’s rights prescribed by laws and regulations and articles of association of [ ], including without limitation voting rights, rights to sell, transfer, pledge or otherwise dispose of all or part of the rights of the Equity Interest.

WFOE is authorized to execute the Share Transfer Agreement contemplated in the Option Agreement (which is entered into between WFOE, [ ] and me as of the even date hereof) on my behalf within the scope of authorization, to timely perform the Option Agreement and the Shares Pledge Agreement, to each of which I am one party, executed as of the even date hereof, and cause [ ] to timely perform the Exclusive Technical Support Service Agreement, to which [ ] is one party, executed as of the even date hereof. The exercise of the aforesaid rights does not constitute any restriction to the authorization under this Power of Attorney.

Save as otherwise provided herein, WFOE is entitled to exercise all the necessary rights in respect of the Equity Interest upon its own discretions without any oral or written instructions from me.

All acts of WFOE in respect of the Equity Interest shall be deemed as my own acts and all documents executed by WFOE shall be deemed as executed by myself with my acknowledgement.

WFOE has the right to assign all rights under this Power of Attorney and to authorize other individuals or legal entities to execute the above rights in respect of the Equity Interest without prior notice or consent from me. WFOE is obligated to inform me such assignments on a timely basis and should not harm my interest in any event.

This Power of Attorney is irrevocable and continuously valid during the term of which I am a shareholder of [ ] (the “Effective Period”) and shall come into effect as of the date set forth below.

During the Effective Period, I hereby waive all the rights which are related to the Equity Interest and authorized to WFOE upon this Power of Attorney, and will not exercise such rights by myself. I shall negotiate with WFOE in the event that I intend to exercise any right in respect of the Equity Interest that has been authorized to WFOE herein.

(Execution Page)

(Signature)

Date: [ ]

Exhibit 10.6

OPTION AGREEMENT

BY AND AMONG

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

AND

Maodong Xu, Yonghong Lv, Xiaoyong Hu, Guang Yang, Yuedong Jiang, Jianguang Wu, Yan Chen, Jinghan Wei, Dong Zhang, Hanyu Liu, Xiangqing Lin, Guangyu Lv, Yunming Wang, Chuanjun Liu, Pingping Lin, Guozhagn Pan, Yongming Zhang and Weihong Xiao

September 10, 2011

TABLE OF CONTENTS

ARTICLE 1: GRANT OF THE OPTION	2
ARTICLE 2: EXERCISE OF THE OPTION	2
ARTICLE 3: COMPLETION OF THE OPTION	3
ARTICLE 4: REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS	4
ARTICLE 5: BREACH	7
ARTICLE 6: GOVERNING LAW AND DISPUTE SETTLEMENT	8
ARTICLE 7: TERM OF AGREEMENT	8
ARTICLE 8: CONFIDENTIALITY	8
ARTICLE 9: MISCELLANEOUS	8

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is entered into as of the 10th day of September, 2011 in Beijing, the People’s Republic of China (the “PRC”)

by and among

(1)Beijing Wowo Shi Jie Information & Technology Co., Ltd. with its registered address at Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing(“Party A”);

(2)Maodong Xu, a PRC citizen whose ID No. is 420106196712023614.

Yonghong Lv, a PRC citizen whose ID No. is 330722197201163426.

Xiaoyong Hu, a PRC citizen whose ID No. is 612430196408170015.

Guang Yang, a PRC citizen whose ID No. is 230103196307280954.

Yuedong Jiang, a PRC citizen whose ID No. is 321028196406180216.

Jianguang Wu, a PRC citizen whose ID No. is 110101197410262556.

Yan Chen, a PRC citizen whose ID No. is 320102197109203245.

Jinghan Wei, a PRC citizen whose ID No. is 420106196804053626.

Hanyu Liu, a PRC citizen whose ID No. is 371100197510156817.

Guangyu Lv, a PRC citizen whose ID No. is 510221197112130438.

Yunming Wang, a PRC citizen whose ID No. is 370628197811270034.

Chuanjun Liu, a PRC citizen whose ID No. is 370323198208236912.

Pingping Lin, a PRC citizen whose ID No. is 130928198409231324.

Guozhagn Pan, a PRC citizen whose ID No. is 372923198306285615.

Yongming Zhang, a PRC citizen whose ID No. is 440106197203010397.

Xiangqing Lin, a PRC citizen whose ID No. is 330324196412211017.

Dong Zhang, a PRC citizen whose ID No. is 3712031976131351.

Weihong Xiao, a PRC citizen whose ID No. is 370922197406155348.

(“Party B”).

WHEREAS:

(1)Party A is a wholly foreign-owned enterprise, a wholly-owned subsidiary of Wowo Holding Limited (HK) duly established and registered in Beijing under the laws of the PRC.

(2)Maodong Xu and Tianqing Xu acquired all equity interest in Beijing Wowo Tuan Inforamtion & Technology Co., Ltd. (“Wowo”) and Beijing Kai Yi Shi Dai Web Technology Co., Ltd. (“Kaiyi”) in January 2011 and March 2011 respectively, and incorporated Beijing Yi You Bao Information & Technology Co., Ltd. (“Yi You Bao”) on May 6, 2011, in accordance with the laws of the PRC. Party B jointly hold the registered capital of Wowo (the “Shares”) in its entirety, and Maodong Xu holds 75.9621%, Xiangqing Lin holds 1.1996%, Yonghong Lv holds 3.4176%, Xiaoyong Hu holds 1.3671%, Guang Yang holds 0.6007%, Yuedong Jiang holds 0.1502%, Jianguang Wu holds 4.8292%, Yan Chen holds 0.5268%, Jinghan Wei

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holds 0.5268%, Hanyu Liu holds 0.5707%, Guangyu Lv holds 2.0634%, Yunming Wang holds 0.6008%, Chuanjun Liu holds 0.0924%, Pingping Lin holds 0.0924%, Guozhang Pan holds 0.0462%, Yongming Zhang holds 6.4781%, Dong Zhang holds 0.2257%, and Weihong Xiao holds 1.2500% of Wowo Shares.

(3)Party A shall appoint all personnel in operating Wowo, Kaiyi and Yi You Bao and assume management responsibilities of Wowo, Kaiyi and Yi You Bao.

(4)Party A desires to purchase exclusively the Shares from Party B, while Party B agree to grant exclusively to Party A an option to purchase the Shares (the “Option”).

THE PARTIES THEREFORE AGREE AS FOLLOWS:

ARTICLE 1: GRANT OF THE OPTION

1.1Purchase Option

Party B irrevocably agree hereby to grant jointly and severally to Party A or one or more persons designated by Party A, to the extent permitted by the PRC laws and regulations, the Option subject to the terms and conditions set forth in this Agreement to purchase all or part of the Shares at the Share Purchase Price (as defind in Article 3.2 hereunder) based on its needs in accordance with the procedures determined by Party A.

1.2Effectiveness

This Agreement shall take effect as of the date of the execution by the Parties or their respective authorized representatives.

ARTICLE 2: EXERCISE OF THE OPTION

2.1Timing of Exercise

2.1.1Each of Party B agrees that Party A may at any time, and from time to time after the effective date hereof, exercise the Option, in whole or in part, to acquire all or a portion of the Shares, subject only to applicable laws of the PRC.

2.1.2For the avoidance of doubt, each of Party B hereby agrees that Party A shall be entitled to exercise the Option for an unlimited number of times, until all of the Shares have been acquired by Party A.

2.1.3Party B agree that when exercising the Option, Party A may designate itself or any authorized third party as the transferee of the Shares.

2

2.2Transfer

Party B agree that the Option shall be freely transferable, in whole or in part, by Party A to any third party, and that upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Party A hereunder.

2.3Notice Requirement

If Party A wishes to exercise the Option, it shall send a written notice to each of Party B by no later than thirty (30) days in advance of such exercise, specifying therein:

2.3.1the date of execution of the Share Transfer Agreement (as defined in Article 3.1 hereunder);

2.3.2the name of the person to whom the Shares shall be transferred;

2.3.3the amount of the Shares to be purchased from each of Party B;

2.3.4the Share Purchase Price (as defind in Article 3.2 hereunder) of the Shares to be transferred this time, which shall be defined pursuant to the proportion of the Shares to be purchased; and

2.3.5a letter of authorization, where a third party has been designated to exercise the Option.

2.4Set-off

Party B entered into a shares pledge agreement with Party A as of the even date hereof, in which Party B assign Party A a pledge over the Shares. After each exercise of the Option and the consequent transfer of the Shares, the pledge over the Shares transferred will disappear, and the Shares in pledge will be reduced in the same proportion.

ARTICLE 3: COMPLETION OF THE OPTION

3.1Share Transfer Agreement

Party B shall execute a share transfer agreement in form and substance substantially the same as the annex attached hereto (the “Share Transfer Agreement”), together with any other documents necessary to give effect to the transfer to Party A or its nominee of all or part of the Shares within thirty (30) days after Party A’s sending the written notice in accordance with Article 2.3 above.

3.2Share Purchase Price

The share purchase price to be paid by Party A or its nominee when exercising the Option under this Agreement, shall be the minimum price allowable by the PRC

3

laws, unless otherwise required by PRC laws or agreed in writing by the Parties.

3.3Waiver of the Priority Purchase Right

Upon an exercise of the Option by Party A and Party B hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy to the Shares transferred.

3.4Board Resolution

Upon an exercise of the Option by Party A and Party B shall execute and deliver one or more resolutions of the shareholder’s meeting of Wowo within thirty (30) days after the execution of the Share Transfer Agreement, approving, including but not limited to, the following:

3.4.1the transfer in the name of Party A or its nominee of all or part of the Shares; and/or

3.4.2upon the request by Party A, resignation by Party B from the position of directors and/or other positions.

ARTICLE 4: REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS

4.1Representations and Warranties

4.1.1Each of the Parties severally represents and warrants to each other that:

(1)it has the full power and authority to enter into this Agreement;

(2)its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

(3)there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

(4)it has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement;

(5)in any event, the liabilities of Party B to Wowo and Party A are limited to the Shares as each held thereby.

4.1.2Party B especially represent and warrant to Party A that:

After the grant of the Option to Party A in accordance with this Agreement,  none

4

of Party B shall grant the Option or any similar rights to a third party by any means whatsoever.

4.2Covenants and Undertakings

4.2.1Each of Party B separately and jointly covenants and undertakes to Party A that:

(1)it will complete all such formalities as are necessary to make Party A or its nominee a full and proper shareholder of Wowo. Such formalities include, but are not limited to, revising the Articles of Association of Wowo, changing the list of shareholders and undertaking any other changes at the relevant administrative department of industry and commerce.

(2)for a period as from the date hereof until two (2) years after the date on which all of the Shares are acquired by Party A:

(a)except operating Wowo, Kaiyi and Yi You Bao or the business invested or controlled by Wowo, Kaiyi and Yi You Bao, or employed by Party A or other PRC companies invested or controlled by Wowo Group Limited (if applicable), it will not, either directly or indirectly, engage or be engaged in business which is the same or similar to that of Wowo, Kaiyi and Yi You Bao within the PRC or any other jurisdictions wherein Wowo, Kaiyi and Yi You Bao operates;

(b)it will not take employment with any person who is engaged by Wowo, Kaiyi, Yi You Bao or Party A, or with any person directly or indirectly assisting any such person with technical, commercial or professional advice, except that such person is employed by Wowo, Kaiyi or Yi You Bao, the business invested or controlled by Wowo, Kaiyi, Yi You Bao, Party A or other PRC companies invested or controlled by Wowo Group Limited;

(c)it will not be engaged or otherwise involved as principal, shareholder, employee or agent, whether directly or indirectly, in any company, firm or business which, with regards to any goods or services, is supplier to or a customer of Wowo, Kaiyi and Yi You Bao or Party A, except for Wowo, Kaiyi and Yi You Bao, the business invested or controlled by Wowo, Kaiyi and Yi You Bao, Party A or other PRC companies invested or controlled by Wowo Group Limited; and

(d)it will not at any time either on its own account or for any person solicit business from any person who has dealt with Wowo, Kaiyi, Yi You Bao or Party A.

5

(3)each of Party B further covenants and undertakes to Party A that it will cause Wowo:

(a)to keep validly existing and prudently and effectively operate its business and handle related corporate affairs following good commercial and business standards and practices; endeavor to ensure itself keep holding its licenses, certificates and approvals as requisite for its business operations, and keep such licenses, certificates and approvals from being revoked; and endeavor to keep the current corporate structure and senior managements, and maintain the relationships with its customers to ensure Wowo’s reputation and operation will not be materially or adversely affected upon the exercise of the Option hereunder by Party A or its nominee;

(b)without prior written consent of Party A, not to increase or decrease its registered capital;

(c)without prior written consent of Party A, not to revise its articles of association or other constituent documents with respect to its material matters, including but not limited to its organization structure, intenal institutions and authority, registered capital changes, share transfers, voting rules and matters.

(d)without prior written consent of Party A, not to sell, transfer, mortgage or otherwise dispose of any asset, income, legitimate or beneficial interests in its business, or allow creation of any other security interest at any time as from the date hereof;

(e)without prior written consent of Party A, not to inherit, guarantee or allow the existence of any debt, with the exception of (i) the debts incurred during the ordinary or daily course of business, and (ii) the debts which have been disclosed to Party A and for which written consents from Party A have been obtained;

(f)to normally operate businesses to maintain its assets value, and not to result in any materially adverse affect on its business operation and the value of its assets by any acts or omissions; and without prior written consent of Party A, not to change its businesses in any material respect;

(g)without prior written consent of Party A, not to enter into any material agreement except for the agreements entered into during the ordinary course of business (for the purpose of this

6

section, an agreement or a series of related agreements should be deemed as a material agreement if the amount of which exceeds RMB 2,000,000);

(h)without prior written consent of Party A, not to provide any loan, credit or guatantee to anyone;

(i)at the request of Party A, to provide all materials related to its business and financial conditions to Party A;

(j)without prior written consent of Party A, not to merge or associate with any entity, or acquire any entity or invest in any entity;

(k)to promptly inform Party A of any existing or potential litigation, arbitration, or administrative proceedings in relation to its assets, business or revenues;

(l)in order to maintain its ownership of all its assets, to execute all necessary or appropriate documents, commence all necessary or appropriate claims, or make all necessary or proper defences to all claims;

(m)without prior written consent of Party A, not to distribute any dividends to its shareholders in any form, nevertheless upon request of Party A, immediately to distribute all payable dividends to the shareholders; and

(n)at the request of Party A, to appoint the person designated by Party A to be its executive director.

4.2.2Party A covenants and undertakes to Party B that:

it will bear all fees and other expenditure arising from executing and performing this Agreement and any other relevant documents required therefore, including but not limited to legal fees, costs, stamp tax and any other taxes and charges. If Party B shall pay any fees and other expenditure in accordance with the laws or the relevant contracts, Party A shall fully indemnify such fees and other expenditure paid by Party B.

ARTICLE 5: BREACH

Upon the execution of this Agreement, failure by either party to perform other obligations in this Agreement and any untrue representations or warranties shall be deemed as a breach of this Agreement.  The defaulting party shall compensate all the loss suffered by the innocent party caused by the breach of this Agreement.

7

ARTICLE 6: GOVERNING LAW AND DISPUTE SETTLEMENT

6.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

6.2Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Parties. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each Party can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

ARTICLE 7: TERM OF AGREEMENT

The term of this Agreement shall be ten (10) years, and may be extended by another ten (10) years at the request of Party A.

ARTICLE 8: CONFIDENTIALITY

No party to this Agreement shall publicize, divulge or disclose any information regarding this Agreement, the transaction under this Agreement, or the identity of the other party, unless the other party gives a written consent in advance.

ARTICLE 9: MISCELLANEOUS

9.1No amendment or modification to this Agreement shall be valid unless made in writing and executed by the Parties.

9.2The attachments of this Agreement are part of and have the same effectiveness with this Agreement.

9.3Notices

9.3.1Unless otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mall, e-mail, facsimile or registered mail to the following correspondence addresses:

Party A	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
ZiP code	100101
Contact Person	Maodong Xu
Party B	Hanyu Liu
Address	Building 36, Yi No.108, Beiyuan Road, Chaoyang

8

	District, Beijing
Zip code	100101
E-mail	liuhanyu@55tuan.com

9.3.2Notices and correspondences shall be deemed to have been effectively delivered:

(1)at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

(2)on the date that the receiving Party signs for the document, if delivered in person (including express mail);

(3)on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

(4)on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

9.4This Agreement shall be binding on the successors of the Parties and the assigns as designated by Party A.

9.5The Parties may, upon mutual agreement, conclude supplementary agreements regarding any issues not covered in this Agreement. The supplementary agreements shall be of equal force with this Agreement.

9.6This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in three (3) originals with one (1) original each for Party A and Party B.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

9

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

SIGNED by

For and on behalf of

Party A: Beijing Wowo Shi Jie Infomration & Technology Co., Ltd.

SIGNED by

Party B:

Maodong Xu

Yonghong Lv

Xiaoyong Hu

Guang Yang

Yuedong Jiang

Jianguang Wu

Yan Chen

Jinghan Wei

Dong Zhang

Hanyu Liu

Xiangqing Lin

Guangyu Lv

Yunming Wang

Chuanjun Liu

Pingping Lin

Guozhagn Pan

Yongming Zhang

Weihong Xiao

10

Annex

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is entered into as of [                      ] in Beijing by and between the following parties:

Transferor:Name: [  ]

ID No.: [  ]

Transferee: Beijing Wowo Shi Jie Information & Technology Co., Ltd. (the “Transferee”)

(the Transferors and the Transferee collectively the “Parties”)

WHEREAS

(1)The Transferors holds [  ]% shares in [  ].

(2)The Transferor desires to transfer to the Transferee all his/her [  ]% shares in [  ], and the Transferee agrees to accept such transfers under the terms and conditions of this Agreement.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

Article 1: TRANSFER OF EQUITY INTEREST

1.1Transfer Agreement

1.1.1Subject to the terms and conditions of this Agreement, the Transferors hereby agree to transfer [  ]%  shares they held in [  ] to the Transferee (the “Transfer”) at the Effective Date of this Agreement (as defined in Article 5.1 below) as of the Effective Date of this Agreement, and acquires all the related rights and interests accordingly.

1.1.2The Transferors and the Transferee have entered into a shares pledge agreement as of May 31, 2011, under which the Transferors in favor of Party A pledged the entire shares asheld by them in [  ]. Upon the execution of the Transfer in accordance with this Agreement, the portion of the pledge over the shares as transferred will disappear and the shares in pledge will be reduced in the same proportion.

1.2Transfer Price

The purchase price of the [  ]% shares is RMB[  ].

1

Article 2: CLOSING

2.1Subject to terms and conditions of this Agreement, the closing of the Transfer involved in this Agreement (“Closing”) shall be deemed as having accompished at the Effective Date of this Agreement.

2.2The Transferors shall submit to the Transferee any and all legal documents with respect to the Transfer being referred hererto at the Effective Date of this Agreement, in a way satisfactory to the Transferee formally and virtually.

2.3The Parties of this Agreement hereby agree that, with respect to the Transfer hereunder, the Transferors shall be responsible to file with the original registration authority of [  ] for the purpose of all necessary registration change within thirty (30) days after the execution of this Agreement, and the Transferee shall offer necessary assistance and cooperation at the same time.

Article 3: REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of the Transferors

The Transferors hereby make following representations and warranties to the Transferee,

3.1.1The Transferors have full legal power and authority to sign and execute this Agreement and transfer the shares referred to under this Agreement. The Transferors have taken all proper and necessary actions for the Transfer referred to under this Agreement. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the Transferors, and shall be enforceable against the Transferors according to its terms.

3.1.2In any event, the liabilities of the Transferors to [  ] and the Transferee are limited to the shares as each held thereby.

3.1.3The representations and warranties hereby made by the Transferors are true and accurate in all aspects at the Effective Date of this Agreement.

3.1.4Upon the effectiveness of this Agreement, the Transferors shall be responsible to effect all necessary internal and external procedures in respect of the Transfer, including but not limited to, signing resolutions of the shareholders’ meeting and making related registration change and filings.

3.2Representations and Warranties of the Transferee

The Transferee hereby makes the following representations and warranties to the Transferors,

3.2.1The Transferee has full legal power and authority to sign and execute this Agreement and carry out the Transfer hereunder. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to

2

the Transferee, and will be enforceable against the Transferee according to its terms.

3.2.2The liabilities of the Transferors to [  ] and the Transferee are limited to the shares as each held thereby before or after the Effective Date of this Agreement.

3.2.3The representations and warranties hereby made by the Transferee are true and accurate in all aspects at the Effective Date of this Agreement.

3.2.4Upon the effectiveness of this Agreement, the Transferee shall offer necessary assistance and cooperation to the Transferors for them to perform the obligations referred to in Article 3.1.4.

Article 4: THE CONTINUOUS EFFECTIVENESS OF WARRANTIES; COMPENSATION

4.1The Continuous Effectiveness of Warranties

The representations and warranties made by the Transferors and the Transferee respectively and any certificate or other documents submitted previously shall not be seen as waiver or be impacted as a result of any adjustment made by the Transferors and the Transferee and each of representations and warranties shall be continuous effective after the Closing.

4.2Compensation

If the Transferee or the Transferors bear any cost, expense, liability or loss owing to the Transferors or the Transferee violating this Agreement before the Effective Date of this Agreement, the defaulting party shall make compensation to the non-defaulting party and make the non-defaulting party free with any cost, expense, liability or loss incurred because of the foregoing reason.

Article 5: MISCELLANEOUS

5.1Effective Date of this Agreement

This Agreement shall take effect as of the date of execution by the Parties or their respective authorized representatives.

5.2Governing Law and Disputes Resolution

5.2.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

5.2.2Any disputes arising from or relating to this Agreement shall be resolved through consultation in good faith by the Parties. In case of a failure to reach an agreement through such consultation, the Parties agree to submit the disputes to China International Economics and

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Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

5.3Language and Version

This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement has six (6) originals with each of the Transferors and the Transferee keeping one original. Other originals of this Agreement shall be used in relation to conducting necessary changing registration procedures.

[THE REMAINDER OF THIS PAGE IS INTENTIOANLLY LEFT BLANK]

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[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

The Transferor:

Name: [  ]

Signature:

The Transferee:

SIGNED by

For and on behalf of

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

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Exhibit 10.7

EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT

BY AND BETWEEN

Beijing Wowo Tuan Information & Technology Co., Ltd.

AND

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

June 10, 2011

TABLE OF CONTENTS

ARTICLE 1:	DEFINITION	1
ARTICLE 2:	SERVICES	2
ARTICLE 3:	SERVICE FEE	3
ARTICLE 4:	WORK PRODUCT, INTELLECTUAL PROPERTY AND KNOW-HOW	4
ARTICLE 5:	REPRESENTATIONS AND WARRANTIES	4
ARTICLE 6:	SPECIAL UNDERTAKINGS BY PARTY A	5
ARTICLE 7:	INDEMNIFICATION	5
ARTICLE 8:	CONFIDENTIALITY	5
ARTICLE 9:	FORCE MAJEURE	6
ARTICLE 10:	TERM OF AGREEMENT	6
ARTICLE 11:	NOTICE	7
ARTICLE 12:	DEFAULT LIABILITY	7
ARTICLE 13:	MISCELLANEOUS	7

EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT

THIS EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT (this “Agreement”) is entered into in Beijing as of the 10th day of June, 2011 by and between the following two Parties:

(1)Beijing Wowo Tuan Information & Technology Co., Ltd. (hereinafter “Party A”), with its registered address: Room 707, Building 7, Huaqing Jiayuan, Haidian District, Beijing; and

(2)Beijing Wowo Shi Jie Information & Technology Co., Ltd. (hereinafter “Party B”), with its registered address: Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing; and

for the purpose of this Agreement, the reference to Party A hereinafter shall mean Party A and each of its subsidiaries and/or any companies or other entities as controlled thereby.

(Party A and Party B individually being referred to as a “Party” and collectively the “Parties”).

WHEREAS:

(1)Party A is a company with its business scope of technology development.

(2)Party B is a company with its business scope of research and development of computer software and hardware, technical development, service, and consultancy for information system and computer internet, sale of self-developed products, and transfer of self-owned technology.

(3)Party A wishes to engage Party B to provide to it related services, and Party B agrees to provide Party A with necessary technical support and assistance.

The Parties hereby agree upon mutual friendly consultations, as follows:

Article 1: Definition

1.1Except as otherwise construed in the terms or context hereof, the following terms in this Agreement shall be interpreted to have the following meanings:

“Party A’s Business” shall mean any and all businesses engaged in and developed by Party A currently and at any time during the valid term hereof.

“Services” shall mean the services to be provided by Party B exclusively to Party A, which are related to Party A’s Business, with a technical platform combining software and hardware as well as relevant technical support and maintenance services, including but not limited to:

1.1.1provision of system solutions for internet websites operations;

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1.1.2provision of the rights to use computer and network hardware equipment necessary for Party A’s Business;

1.1.3daily management, maintenance and upgrading of the network sever and databases;

1.1.4development, maintenance and upgrading of the related applied software; and

1.1.5other related technical and consultancy services in relation to or required by Party A’s Business.

“Annual Business Plan” shall mean the development plan and budget report for Party A’s Business in the next year which is prepared by Party A with the assistance of Party B pursuant to this Agreement.

“Service Fee” shall mean all fees to be paid by Party A to Party B pursuant to Article 3 of this Agreement in respect of the Services provided by Party B.

“Equipment” shall mean any and all equipment owned by Party B or purchased by Party B from time to time for the purpose of provision of the Services.

“Business Income” shall mean the aggregate of all main business incomes and other business incomes as confirmed by Party A in the process of its business operations (before the deduction of related costs, fees and taxes).

1.2The references to any laws and regulations (hereinafter the “Law”) herein shall be deemed (1) to include the references to the amendments, changes, supplements and reenactments of such Law, irrespective of whether they take effect before or after the formation of this Agreement; and (2) to include the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3Except as otherwise stated in the context herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.

Article 2: Services

2.1Party B shall provide the Services to Party A pursuant to this Agreement, and Party A shall accept the Services provided by Party B and shall endeavor to cooperate with Party B in Party B’s provision of the Services.

2.2Party B shall procure various equipment reasonably necessary for the provision of the Services and shall purchase and procure new equipment in accordance with Party A’s Annual Business Plan, as to meet with the demand for its provision of quality Services.

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2.3At the request of Party B, Party A Shall discuss and decide with Party B prior to November 30 each year the Annual Business Plan of Party A for the next year, as for Party B to make appropriate arrangement for its Services plan and purchase necessary equipment. In case that Party A needs Party B to purchase new equipment contingently. Party A shall discuss the same with Party B fifteen (15) days in advance and obtain Party B’s consent thereto.

2.4The Services provided by Party B hereunder shall be of an exclusive nature. During the valid term hereof, without Party B’s prior written consent, Party A shall not enter into any agreement with any other third party as to engage such third party to provide to Party A services identical or similar to the Services provided by Party B.

Article 3: Service Fee

3.1In respect of the Services to be provided by Party B pursuant to Article 2 hereof, at the request of Party B, Party A agrees to pay to Party B pursuant to 3.2 hereof the Service Fee as follows:

3.1.1a performance fee equivalent to 5% of the total revenue of Party A in the current year;

3.1.2depreciation amount on equipment to be determined by accounting rules of China; and

3.1.3annual service fee: this fee is total business incomes of the whole year minus fees of 3.1.1 and 3.1.2; whereas the amount of 3.1.1, 3.1.2 and 3.1.3 exceed total net profit of the whole year of Party A, the annual service fee payable from Party A to Party B is limited to total net profit of Party A. Party B has the right to set and revise annually this service fee unilaterally with reference to the performance of Party A.

3.2At the request of Party B, Party A shall pay the Service Fee to Party B on a quarterly basis. Prior to January 31, April 30, July 31 and October 31 each year, Party A shall pay to Party B the performance fee set out in 3.1 according to the percentage set out in the preceding Article and the amount of Party A’s total business income in the preceding three (3) months; after the end of each of Party A’s accounting years, Party A and Party B shall, on the basis of Party A’s total annual business income in the preceding year which is mutually accepted by the Parties, carry out the overall examination and verification on the Service Fee actually payable by Party A, and shall make corresponding payment adjustment within thirty (30) days of the commencement of the next accounting year.

3.3Party A shall, according to the provisions of this Article, pay all Service Fees in a timely manner into the bank account designated by Party B. In case that Party B is to change its bank account, it shall notify Party A in writing of such change seven (7) working days in advance.

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3.4Upon expiration or termination of this Agreement, Party A shall, within thirty (30) days of the date of the expiration or termination of this Agreement, pay all the remaining part of the Service Fee to Party B.

3.5Party A shall, according to the provisions of Article 3 hereof, provide Party B with the true information concerning its business income, and shall pay the full amount of the Service Fee to Party B in a timely manner; at the request of Party B, Party A shall permit Party B to review and examine its financial records, as to verify the amount of its business income.

Article 4: Work Product, Intellectual Property and Know-how

4.1Both Parties acknowledge that all work products, intellectual property and know-how involved or generated in the process of Party B’s provision of the Services shall belong to Party B, but not including the followings:

4.1.1intellectual property legally owned by any third party, which Party A or Party B has obtained legally the right to use through license or otherwise;

4.1.2customer information obtained during the process of Party A’s Business; such customer information shall belong to Party A and Party B jointly; and

4.1.3issues agreed to otherwise between the Parties in writing.

Article 5: Representations and Warranties

5.1Party A represents and warrants hereby as follows:

5.1.1it is a company of limited liabilities duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.1.2it has full corporate power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions.

5.1.3it has obtained complete business permits as necessary for its operations upon this Agreement taking effect, and it has sufficient rights and qualifications to operate within PRC the businesses of technology development and other Party A’s Business it is currently engaged in.

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5.2Party B represents and warrants hereby as follows:

5.2.1it is a company of limited liabilities duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.2.2it has full corporate power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions.

Article 6: Special Undertakings by Party A

Party A hereby undertakes as follows:

6.1it must take all necessary measures during the term of this Agreement to obtain promptly all the business permits requisite under the then applicable Law and necessary for the purpose of Party A’s Business operation, and to keep all the business permits to remain in effect at any time.

6.2It must make all its efforts during the term of this Agreement to develop Party A’s Business, as to maximize the profits.

6.3Party A must respect Party B’s work product and intellectual property, and shall take all necessary or practical measures to protect Party B’s work product and intellectual property during the term of this Agreement.

Article 7: Indemnification

At the request of Party B, Party A agrees that it shall indemnify and keep Party B harmless from any and all losses Party B suffers or may suffer as the result of the execution and performance hereof and of Party A’s Business, including but not limited to any loss arising from any litigation, repayment pursuit, arbitration, claims lodged by any third party or administration investigations and/or penalties by government authorities against it in relation to Party A’s Business; provided that losses due to Party B’s willful or gross fault shall be excluded from such indemnification.

Article 8: Confidentiality

8.1Notwithstanding the termination of this Agreement, Party A shall be obliged to keep in confidence (i) the execution, performance and the contents of this Agreement; (ii) the commercial secret, proprietary information and customer information in relation to Party B known to or received by it as the result of execution and performance of this Agreement; and (iii) the customer

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information and other non-public information jointly owned by it with Party B (hereinafter collectively the “Confidential Information”). Party A may use such Confidential Information only for the purpose of performing its obligations under this Agreement. Party A shall not disclose the above Confidential Information to any third parties without the written consent from Party B, or Party A shall bear the default liability and indemnify the losses.

8.2Upon termination of this Agreement, Party A shall, upon demand by Party B, return, destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using such Confidential Information.

8.3Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Article 9: Force Majeure

In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design of tooling software, computer system or internet encountering a hacker, invasion or disastrous spreading of computer virus, affection by the technical adjustment of telecommunication departments, temporary close-down of websites due to government supervision, or change of policies or laws, and other unforeseeable or unpreventable or unavoidable event of force majeure, which directly prevents a Party from performing this Agreement or performing the same on the agreed condition, the Party encountering such a force majeure event shall forthwith issue a notice by a facsimile and, within thirty (30) days, present the documents proving the details of such force majeure event and the reasons for which this Agreement is unable to be performed or is required to be postponed in its performance, and such proving documents shall be issued by the notarial office of the area where such force majeure event takes place. The Parties shall consult each other and decide whether this Agreement shall be waived in part or postponed in its performance with regard to the extent of impact of such force majeure event on the performance of this Agreement. No Party shall be liable to compensate for the economic losses brought to the other Party by the force majeure event.

Article 10: Term of Agreement

10.1This Agreement shall take effect as of the date of formal execution by the Parties, and the term of this Agreement shall be ten (10) years unless earlier terminated as set forth in 10.2 of this Agreement or other written agreements entered into by the Parties. This Agreement shall be extended automatically by another ten (10) years upon the written confirmation by Party B before the expiry of this Agreement.

10.2During the term of this Agreement, Party A may not terminate this Agreement except in the case of Party B’s gross negligence, fraud, or other illegal action or bankruptcy or termination of Party B, and in the event of bankruptcy or termination of Party A before the expiry of this Agreement, this Agreement shall be terminated automatically. Notwithstanding the above, Party B may

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terminate this Agreement with issuing a written notice to Party A thirty (30) days in advance.

Article 11: Notice

11.1Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

11.2The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.

Article 12: Default Liability

12.1The Parties agree and confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any of the agreements made under this Agreement, or fails substantially to perform any of the obligations under this Agreement, such a breach shall constitute a default under this Agreement (hereinafter a “Default”), then the non-defaulting Party (hereinafter the “Non-defaulting Party”) shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the other Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then (1) in case of Party A being the Defaulting Party, Party B shall have the right to terminate this Agreement and require the Defaulting Party to indemnify it for the damage; (2) in case of Party B being the Defaulting Party, the Non-defaulting Party shall have the right to terminate this Agreement and require the Defaulting Party to indemnify it for the damage, and under no circumstances shall the Non-defaulting Party have the right to terminate or dissolve this Agreement or the authorization under this Agreement.

12.2Notwithstanding any other provisions herein, the validity of this Article shall stand disregarding the suspension or termination of this Agreement.

Article 13: Miscellaneous

13.1This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in two (2) originals with one (1) original each for involved Party.

13.2The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to the PRC Laws.

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13.3Any disputes arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

13.4Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

13.5Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter the “Party’s Rights”) shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.

13.6The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.

13.7Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

13.8Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement.

13.9It is agreed by Party A that without any consent from Party A, Party B may assign its rights and/or obligations hereunder to any third parties with prior notice to Party A. Party A may not assign any of its rights and/or obligations hereunder to any third parties without the prior written consent from Party B.

13.10This Agreement shall be binding on the legal successors of the Parties.

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8

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

Beijing Wowo Tuan Information & Technology Co., Ltd.

Signed by:

Name:

Position:

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Signed by:

Name:

Position:

9

Exhibit 10.8

SHARES PLEDGE AGREEMENT

BY AND AMONG

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

AS PLEDGEE

AND

Maodong Xu, Yonghong Lv, Xiaoyong Hu, Guang Yang, Yuedong Jiang, Jianguang Wu, Yan Chen, Jinghan Wei, Dong Zhang, Hanyu Liu, Xiangqing Lin, Guangyu Lv, Yunming Wang, Chuanjun Liu, Pingping Lin, Guozhagn Pan, Yongming Zhang and Weihong Xiao

AS PLEDGORS

September 10, 2011

TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS	2
ARTICLE 2: PLEDGE	3
ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE	3
ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS	3
ARTICLE 5: REPRESENTATIONS AND WARRANTIES	4
ARTICLE 6: COVENANTS AND UNDERTAKINGS	5
ARTICLE 7: EVENT OF DEFAULT	6
ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE	7
ARTICLE 9: TRANSFER OR ASSIGNMENT	8
ARTICLE 10: TERMINATION AND SEVERABILITY	8
ARTICLE 11: FEES AND OTHER EXPENDITURE	8
ARTICLE 12: FORTH MAJEURE	8
ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT	9
ARTICLE 14: NOTICE	9
ARTICLE 15: VERSION	10

SHARES PLEDGE AGREEMENT

THIS SHARES PLEDGE AGREEMENT (this “Agreement”), is entered into as of the 10th day of September, 2011 in Beijing, the People’s Republic of China (the “PRC”)by and between the following parties:

Pledgee:Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Address:Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing

Pledgor:Maodong Xu, a PRC citizen whose ID No. is 420106196712023614.

Yonghong Lv, a PRC citizen whose ID No. is 330722197201163426.

Xiaoyong Hu, a PRC citizen whose ID No. is 612430196408170015.

Guang Yang, a PRC citizen whose ID No. is 230103196307280954.

Yuedong Jiang, a PRC citizen whose ID No. is 321028196406180216.

Jianguang Wu, a PRC citizen whose ID No. is 110101197410262556.

Yan Chen, a PRC citizen whose ID No. is 320102197109203245.

Jinghan Wei, a PRC citizen whose ID No. is 420106196804053626.

Hanyu Liu, a PRC citizen whose ID No. is 371100197510156817.

Guangyu Lv, a PRC citizen whose ID No. is 510221197112130438.

Yunming Wang, a PRC citizen whose ID No. is 370628197811270034.

Chuanjun Liu, a PRC citizen whose ID No. is 370323198208236912.

Pingping Lin, a PRC citizen whose ID No. is 130928198409231324.

Guozhagn Pan, a PRC citizen whose ID No. is 372923198306285615.

Yongming Zhang, a PRC citizen whose ID No. is 440106197203010397.

Xiangqing Lin, a PRC citizen whose ID No. is 330324196412211017.

Dong Zhang, a PRC citizen whose ID No. is 3712031976131351.

Weihong Xiao, a PRC citizen whose ID No. is 370922197406155348.

(Maodong Xu, Yonghong Lv, Xiaoyong Hu, Guang Yang, Yuedong Jiang, Jianguang Wu, Yan Chen, Jinghan Wei, Dong Zhang, Hanyu Liu, Xiangqing Lin, Guangyu Lv, Yunming Wang, Chuanjun Liu, Pingping Lin, Guozhagn Pan, Yongming Zhang and Weihong Xiao collectively the “Pledgors”)

WHEREAS

(1)The Pledgors acquired all equity interest in Beijing Wowo Tuan Information & Technology Co., Ltd. (“Wowo”), where Maodong Xu holds 75.9621%, Xiangqing Lin holds 1.1996%, Yonghong Lv holds 3.4176%, Xiaoyong Hu holds 1.3671%, Guang Yang holds 0.6007%, Yuedong Jiang holds 0.1502%, Jianguang Wu holds 4.8292%, Yan Chen holds 0.5268%, Jinghan Wei holds 0.5268%, Hanyu Liu holds 0.5707%, Guangyu Lv holds 2.0634%, Yunming Wang holds 0.6008%, Chuanjun Liu holds 0.0924%, Pingping Lin holds 0.0924%, Guozhang Pan holds 0.0462%, Yongming Zhang holds 6.4781%, Dong Zhang holds 0.2257%, and Weihong Xiao holds 1.2500% of Wowo Shares.

(2)The Pledgee is a wholly foreign-owned enterprise registered in Beijing, the PRC, a wholly owned subsidiary of Wowo Holding Limited (HK).

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(3)The Pledgee and the Pledgors entered into option agreements dated as of the even date hereof (hereinafter the “Option Agreement”). The Pledgee entered into an exclusive technical support service agreement with Wowo as of the even date hereof (hereinafter the “Exclusive Technical Support Service Agreement”).

(4)The Pledgee shall appoint all personnel in operating Wowo and assume management responsibilities of Wowo.

(5)In order to make sure the performance of all the obligations by Wowo and the Pledgors under the abovementioned Exclusive Technical Support Service Agreement, and Option Agreement (collectively, the “Agreement Obligations”), the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in Wowo as a security of Secured Indebtedness including the Agreement Obligations.

THE PLEDGORS AND THE PLEDGEE THEREFORE AGREE AS FOLLOWS:

ARTICLE 1: DEFINITIONS

Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

1.1Pledge means the full content of Article 2 hereunder.

1.2Shares means the shares in Wowo held by the Pledgors. In order to avoid any indoubtness, the Shares hereof refer to all of the shares in Wowo held by the Pledgors at any time, to wit, after the date hereof if there is any increase or other changes with respect to the shares in Wowo held by the Pledgors, such shares after increased or changed shall be deemed to be the Shares in Pledge under this Agreement.

1.3Term of Pledge means the period provided under Article 3.2 hereunder.

1.4Event of Default means any event in accordance with Article 7 hereunder.

1.5Notice of Default means the notice of default issued by the Pledgee in accordance with this Agreement.

1.6Option means the option granted by the Pledgors to the Pledgee in the Option Agreement in favor of the Pledgee to purchase the Shares exclusively.

1.7The PRC means the People’s Republic of China.

1.8Secured Indebtedness means all the obligations of Wowo under the Exclusive Technical Support Service Agreement, and the obligations of the Pledgors under the Option Agreement, including but not limited to the repayment of service fees, liquidated damages, compensations and other expenses incurred by the Pledgee in connection with the exercise of Pledge.

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1.9Except as otherwise stated in the context herein, all references herein to this Agreement or any other agreements or documents shall be interpreted as to refer to the amendments, changes, replacements or supplements already made or to be made from time to time, to or of this Agreement or, as the case may be, such other agreements or documents.

ARTICLE 2: PLEDGE

2.1The Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in Wowo to secure all and any Secured Indebtedness.

2.2In order to avoid any indoubtness, despite of the disappearance of party of the Secured Indebtedness, the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective Shares in Wowo as a security of the remaining part of the Secured Indebtedness in accordance with the provisions of this Agreement.

2.3Within the effective period of this Agreement, in case that the Pledgee exercise the Option and therefore obtains all or part of the Shares, the relative Pledge over that part of Share disappear in proportion as of the execution date of the Shares transfer and the Shares pledged by the Pledgors reduce in the same proportion. The Pledgee and the Pledgors shall effect the registration, or changing registration or record, as set forth in Article 4.2 hereunder, with the competent administration for industry and commerce.

2.4The Pledge under this Agreement refers to the preferential rights enjoyed by the Pledgee in receiving proceeds from auction or sale of the Shares pledged by the Pledgors to the Pledgee

ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE

3.1The effectiveness of this Agreement

This Agreement shall become effective upon the execution by the respective duly authorized representatives of the Pledgee and the Pledgors.

3.2The term of Pledge

The term of Pledge is equal to the term of the Option Agreement.

ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS

4.1During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the certificate of capital contribution and the name list of shareholders of Wowo to the Pledgee within one (1) week as of the date of execution of this Agreement.

4.2The Pledgors and the Pledgee hereby agree to effect the registration or record

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of Pledge herein with the competent administration for industry and commerce at the earliest practicable date (in any event not later than twenty (20) days as of the date hereof). After the completion of such Pledge registration, in case of the changes with respect to the Shares respectively held by the Pledgors resulting from any changes to the registered capital or share structure of Wowo, the Pledgors and the Pledgee shall effect the alteration registration or record of Pledge with the competent administration for industry and commerce within twenty (20) days after the completion of the registration of the abovementioned Shares changes.

4.3The Pledgee is entitled to collect dividends and other distributions (in cash or non-cash) of the Shares during the Term of Pledge.

ARTICLE 5: REPRESENTATIONS AND WARRANTIES

5.1The Pledgee and the Pledgors severally represent and warrant to each other that:

5.1.1it has the full power and authority to enter into this Agreement;

5.1.2its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

5.1.3there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

5.1.4it has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement; and

5.1.5in any event, the liabilities of Party B or Party C to Wowo and Party A are limited to the Shares as each held thereby.

5.2The Pledgors especially represent and warrant to the Pledgee that:

5.2.1The Pledgors are the legal owners of the Shares. The Pledgors do not pledge or encumber the Shares to any other person except for the Pledgee.

5.2.2The Pledgee shall not be interfered by any other party at any time once the Pledgee obtains the right to exercise the rights of the Pledge in accordance with this Agreement.

5.2.3The Pledgee shall be entitled to dispose of and transfer or assign the Pledge in accordance with this Agreement.

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ARTICLE 6: COVENANTS AND UNDERTAKINGS

6.1The Pledgors separately and jointly covenant and undertake to the Pledgee that:

6.1.1During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shall:

(1)not transfer or assign the Shares, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee except for the share transfer caused by the execution of the Option by the Pledgee;

(2)comply with laws and regulations with respect to the pledge of rights;

(3)notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement.

6.1.2The Pledgors agree that the right of exercising the Pledge obtained by the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person.

6.1.3Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred.

6.1.4The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within a reasonable time period.

6.1.5Any distribution received by the Pledgors as shareholders of Wowo would have to be fully remitted to the Pledgee immediately.

6.1.6The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the

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Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee.

6.1.7The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

6.2The Pledgee covenants and undertakes to the Pledgors that:

6.2.1The Pledgee shall strictly comply with the applicable PRC laws and ensure that the management and operation of the Pledgee and Wowo shall not violate the regulations and requirements as set forth by the authorities of administration for commerce and industry, tax, telecommunication, culture, quality and technology supervision, labor protection, social security and other governmental departments.

6.2.2The Pledgee shall hold harmless the Pledgors against any punishments, damages, losses, liabilities, claims and expenses as well as any related litigations, arbitrations or other legal or administrative proceedings as a result of business operation by the Pledgee or Wowo and the Pledgee further warrants to the Pledgors that it shall indemnify the Pledgors against any punishments, damages, losses, liabilities, claims and expenses incurred as a result of business operation by the Pledgee or Wowo and bear all expenses in such indemnification efforts.

6.2.3The Pledgee shall provide necessary financial support to Wowo to fund any losses incurred by Wowo during the term of Pledge and not request for repayment if Wowo is unable to do so.

ARTICLE 7: EVENT OF DEFAULT

7.1The following events shall be regarded as an event of default:

7.1.1The Pledgors or Wowo fail(s) to fully perform any of the Secured Indebtedness in time under the Exclusive Technical Support Service Agreement or the Option Agreement;

7.1.2The Pledgors make any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgors are in violation of any warranties under Article 5 herein;

7.1.3The Pledgors violate the covenants under Article 6 herein;

7.1.4The Pledgors violate any terms and conditions herein;

7.1.5The Pledgors’ any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled due date; or (2) are due but can not be repaid or performed as scheduled and thereby cause the Pledgee to

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deem that the Pledgors’ capacity to perform the obligations herein has been impacted;

7.1.6The Pledgors are incapable of repaying general debts or other debts;

7.1.7This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgors’ incapability of continuing to perform the obligations herein;

7.1.8Any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended;

7.1.9The properties of the Pledgors are adversely changed and cause the Pledgee to deem that the capability of the Pledgors of performing the obligations herein has been impacted;

7.1.10The Pledgors default for the reason of violation of the obligations of act or omission under other terms herein;

7.1.11The Pledgors forgo the Shares or transfer or assign the Shares without prior written consent of the Pledgee, except as provided in the Option Agreement; or

7.1.12Other circumstances whereby the Pledgors are incapable of exercising the right to dispose of the Pledge in accordance with the related laws.

7.2The Pledgors shall give written notice to the Pledgee if the Pledgors are aware of or find that any event under Article 7.1 herein or any events that may result in the foregoing events have happened.

7.3Unless the event of default under Article 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens or thereafter, may give written notice of default to the Pledgors and require the Pledgors to immediately make full payment of the service fees or other fees, or dispose of the Pledge in accordance with Article 8 herein.

ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE

8.1The Pledgee shall give notice of default to the Pledgors when the Pledgee exercises the right of Pledge owing to the default by the Pledgors.

8.2Subject to Article 7.3, the Pledgee may exercise the right to dispose of the right of Pledge at any time when the Pledgee give notice of default in accordance with Article 7.3 or thereafter.

8.3The Pledgee is entitled to transfer or assign full or a portion of the Shares herein in accordance with legal procedure until the service fees or other fees is repaid.

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8.4The Pledgors shall not hinder the Pledgee from disposing of the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee can realize the Pledge.

ARTICLE 9: TRANSFER OR ASSIGNMENT

9.1The Pledgors shall not donate or transfer his rights and obligations herein without prior written consent from the Pledgee.

9.2This Agreement shall be effective and binding upon the successors of each of the Pledgors and the Pledgee and the assigns as designated by the Pledgee.

9.3The Pledgee may transfer or assign all or any of his rights and obligations under the Exclusive Technical Support Service Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Exclusive Technical Support Service Agreement, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment upon the request of the Pledgee.

9.4After the Pledgee is changed for the reason of the transfer or assignment, the parties to the changed pledge shall reexecute pledge contract.

ARTICLE 10: TERMINATION AND SEVERABILITY

10.1This Agreement shall not be terminated until the full execution of the Option by the Pledgee and thereafter the Pledgee shall revoke or terminate this Agreement within the earliest reasonably possible time period.

10.2If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

ARTICLE 11: FEES AND OTHER EXPENDITURE

The Pledgee shall be responsible for all the fees and other expenditure in relation to this Agreement including but not limited to legal fees, costs, stamp tax and any other taxes and charges. If the Pledgors shall pay any fees and other expenditure in accordance with the laws or the relevant contracts, the Pledgee shall fully indemnify such fees and other expenditure paid by the Pledgors.

ARTICLE 12: FORTH MAJEURE

12.1The event of force majeure refers to any event that the Pledgors and the Pledgee cannot reasonably foresee at the time of conclusion of this Agreement, and the consequences of which are neither avoidable nor conquerable, including without

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limitation, any action or inaction by the government or the armed forces, natural phenomena, earthquake, fire, water flood, riot or war.

12.2Neither the Pledgors nor the Pledgee to this Agreement shall be liable for its incapability of performing the whole or part of the obligations of this Agreement if such incapability of performance is attributable to an event of force majeure. However, the party that is affected by the event of force majeure and consequently incapable of performance shall notify the other party in writing the reason for such liability exemption within ten (10) days upon the occurrence of such event. Furthermore, the affected party shall make reasonable efforts to eliminate the impact of the event of force majeure.

ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT

13.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

13.2Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Pledgors and the Pledgee. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each of the Pledgors and the Pledgee can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon both the Pledgors and the Pledgee.

ARTICLE 14: NOTICE

14.1Unless otherwise designated in advance by the other party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mall, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

Party A	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
ZiP code	100101
Contact Person	Maodong Xu
Party B	Hanyu Liu
Address	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
Zip code	100101
E-mail	liuhanyu@55tuan.com

14.2Notices and correspondences shall be deemed to have been effectively delivered:

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14.2.1at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

14.2.2on the date that the receiving party signs for the document, if delivered in person (including express mail);

14.2.3on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

14.2.4on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

ARTICLE 15: VERSION

15.1This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by the Pledgors and the Pledgee hereto.

15.2This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in five (5) originals with one (1) original each for the Pledgors and the Pledgee. Other originals of this Agreement shall be used in relation to conducting necessary registration procedures.

[THE REMAINDER OF THIS PAGE IS ITENTIONALLY LEFT BLANK]

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[EXECUTION PAGE]

IN WITNESS WHEREOF, the Pledgee and the Pledgors or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

SIGNED by

For and on behalf of

Pledgee: Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Pledgor:

Maodong Xu

Yonghong Lv

Xiaoyong Hu

Guang Yang

Yuedong Jiang

Jianguang Wu

Yan Chen

Jinghan Wei

Dong Zhang

Hanyu Liu

Xiangqing Lin

Guangyu Lv

Yunming Wang

Chuanjun Liu

Pingping Lin,

Guozhagn Pan

Yongming Zhang

Weihong Xiao

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Exhibit 10.9

OPTION AGREEMENT

BY AND AMONG

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

AND

XU MAODONG

AND

XU TIANQING

MAY 31, 2011

TABLE OF CONTENTS

ARTICLE 1: GRANT OF THE OPTION	2
ARTICLE 2: EXERCISE OF THE OPTION	2
ARTICLE 3: COMPLETION OF THE OPTION	3
ARTICLE 4: REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS	4
ARTICLE 5: BREACH	7
ARTICLE 6: GOVERNING LAW AND DISPUTE SETTLEMENT	7
ARTICLE 7: TERM OF AGREEMENT	7
ARTICLE 8: CONFIDENTIALITY	8
ARTICLE 9: MISCELLANEOUS	8

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of May, 2011 in Beijing, the People’s Republic of China (the “PRC”)

by and among

(1)Beijing Wowo Shi Jie Information & Technology Co., Ltd., with its registered address at Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing(“Party A”);

(2)Xu Maodong, a PRC citizen whose ID No. is 420106196712023614 (“Party B”); and

(3)Xu Tianqing, a PRC citizen whose ID No. is 372802196001252912(“Party C”).

(Party A, Party B and Party C individually being referred to as a “Party” and collectively the “Parties”).

WHEREAS:

(1)Party A is a wholly foreign-owned enterprise, a wholly-owned subsidiary of Wowo Holding Limited (HK) duly established and registered in Beijing under the laws of the PRC.

(2)Party B and Party C acquired all equity interest in Beijing Wowo Tuan Information & Technology Co., Ltd. (“Wowo”) and Beiing Kai Yi Shi Dai Web Technology Co., Ltd. (“Kaiyi”) in January 2011 and March 2011 respectively, and incorporated Beijing Yi You Bao Information & Technology Co., Ltd. (“Yi You Bao”) on May 6, 2011, in accordance with the laws of the PRC. Party B and Party C jointly hold the registered capital of Kaiyi (the “Shares”) in its entirety, and Party B and Party C respectively hold 60% and 40% of the Shares.

(3)Party A shall appoint all personnel in operating Wowo, Kaiyi and Yi You Bao and assume management responsibilities of Wowo, Kaiyi and Yi You Bao.

(4)Party A desires to purchase exclusively the Shares from Party B and Party C, while Party B and Party C agree to grant exclusively to Party A an option to purchase the Shares (the “Option”).

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THE PARTIES THEREFORE AGREE AS FOLLOWS:

ARTICLE 1: GRANT OF THE OPTION

1.1Purchase Option

Each of Party B and Party C irrevocably agrees hereby to grant jointly and severally to Party A or one or more persons designated by Party A, to the extent permitted by the PRC laws and regulations, the Option subject to the terms and conditions set forth in this Agreement to purchase all or part of the Shares at the Share Purchase Price (as defind in Article 3.2 hereunder) based on its needs in accordance with the procedures determined by Party A.

1.2Effectiveness

This Agreement shall take effect as of the date of the execution by the Parties or their respective authorized representatives.

ARTICLE 2: EXERCISE OF THE OPTION

2.1Timing of Exercise

2.1.1Each of Party B and Party C agrees that Party A may at any time, and from time to time after the effective date hereof, exercise the Option, in whole or in part, to acquire all or a portion of the Shares, subject only to applicable laws of the PRC.

2.1.2For the avoidance of doubt, each of Party B and Party C hereby agrees that Party A shall be entitled to exercise the Option for an unlimited number of times, until all of the Shares have been acquired by Party A.

2.1.3Party B and Party C agree that when exercising the Option, Party A may designate itself or any authorized third party as the transferee of the Shares.

2.2Transfer

Party B and Party C agree that the Option shall be freely transferable, in whole or in part, by Party A to any third party, and that upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Party A hereunder.

2.3Notice Requirement

If Party A wishes to exercise the Option, it shall send a written notice to each of Party B and Party C by no later than thirty (30) days in advance of such exercise, specifying therein:

2.3.1the date of execution of the Share Transfer Agreement (as defined in Article 3.1 hereunder);

2.3.2the name of the person to whom the Shares shall be transferred;

2.3.3the amount of the Shares to be purchased from each of Party B and Party

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C;

2.3.4the Share Purchase Price (as defind in Article 3.2 hereunder) of the Shares to be transferred this time, which shall be defined pursuant to the proportion of the Shares to be purchased; and

2.3.5a letter of authorization, where a third party has been designated to exercise the Option.

2.4Set-off

Party B and Party C entered into a shares pledge agreement with Party A as of the even date hereof, in which Party B and Party C assign Party A a pledge over the Shares. After each exercise of the Option and the consequent transfer of the Shares, the pledge over the Shares transferred will disappear, and the Shares in pledge will be reduced in the same proportion.

ARTICLE 3: COMPLETION OF THE OPTION

3.1Share Transfer Agreement

Party B and Party C shall execute a share transfer agreement in form and substance substantially the same as the annex attached hereto (the “Share Transfer Agreement”), together with any other documents necessary to give effect to the transfer to Party A or its nominee of all or part of the Shares within thirty (30) days after Party A’s sending the written notice in accordance with Article 2.3 above.

3.2Share Purchase Price

The share purchase price to be paid by Party A or its nominee when exercising the Option under this Agreement, shall be the minimum price allowable by the PRC laws, unless otherwise required by PRC laws or agreed in writing by the Parties.

3.3Waiver of the Priority Purchase Right

Upon an exercise of the Option by Party A, Party B and Party C hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy to the Shares transferred.

3.4Board Resolution

Upon an exercise of the Option by Party A, each of Party B and Party C shall execute and deliver one or more resolutions of the shareholder’s meeting of Kaiyi within thirty (30) days after the execution of the Share Transfer Agreement, approving, including but not limited to, the following:

3.4.1the transfer in the name of Party A or its nominee of all or part of the Shares; and/or

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3.4.2upon the request by Party A, resignation by Party B and Party C from the position of directors and/or other positions.

ARTICLE 4: REPRESENTATIONS, WARRANTIES, COVENANTS AND

UNDERTAKINGS

4.1Representations and Warranties

4.1.1Each of the Parties severally represents and warrants to each other that:

(1)it has the full power and authority to enter into this Agreement;

(2)its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

(3)there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

(4)it has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement;

(5)in any event, the liabilities of Party B or Party C to Kaiyi and Party A are limited to the Shares as each held thereby.

4.1.2Party B and Party C especially represent and warrant to Party A that:

After the grant of the Option to Party A in accordance with this Agreement, none of Party B or Party C shall grant the Option or any similar rights to a third party by any means whatsoever.

4.2Covenants and Undertakings

4.2.1Each of Party B and Party C separately and jointly covenants and undertakes to Party A that:

(1)it will complete all such formalities as are necessary to make Party A or its nominee a full and proper shareholder of Kaiyi. Such formalities include, but are not limited to, revising the Articles of Association of Kaiyi, changing the list of shareholders and undertaking any other changes at the relevant administrative department of industry and commerce.

(2)for a period as from the date hereof until two (2) years after the date on which all of the Shares are acquired by Party A:

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(a)except operating Wowo, Kaiyi and Yi You Bao or the business invested or controlled by Wowo, Kaiyi and Yi You Bao, or employed by Party A or other PRC companies invested or controlled by Wowo Group Limited (if applicable), it will not, either directly or indirectly, engage or be engaged in business which is the same or similar to that of Wowo, Kaiyi and Yi You Bao within the PRC or any other jurisdictions wherein Wowo, Kaiyi and Yi You Bao operates;

(b)it will not take employment with any person who is engaged by Wowo, Kaiyi, Yi You Bao or Party A, or with any person directly or indirectly assisting any such person with technical, commercial or professional advice, except that such person is employed by Wowo, Kaiyi or Yi You Bao, the business invested or controlled by Wowo, Kaiyi, Yi You Bao, Party A or other PRC companies invested or controlled by Wowo Group Limited;

(c)it will not be engaged or otherwise involved as principal, shareholder, employee or agent, whether directly or indirectly, in any company, firm or business which, with regards to any goods or services, is supplier to or a customer of Wowo, Kaiyi and Yi You Bao or Party A, except for Wowo, Kaiyi and Yi You Bao, the business invested or controlled by Wowo, Kaiyi and Yi You Bao, Party A or other PRC companies invested or controlled by Wowo Group Limited; and

(d)it will not at any time either on its own account or for any person solicit business from any person who has dealt with Wowo, Kaiyi, Yi You Bao or Party A.

(3)each of Party B and Party C further covenants and undertakes to Party A that it will cause Kaiyi:

(a)to keep validly existing and prudently and effectively operate its business and handle related corporate affairs following good commercial and business standards and practices; endeavor to ensure itself keep holding its licenses, certificates and approvals as requisite for its business operations, and keep such licenses, certificates and approvals from being revoked; and endeavor to keep the current corporate structure and senior managements, and maintain the relationships with its customers to ensure Kaiyi’s reputation and operation will not be materially or adversely affected upon the exercise of the Option hereunder by Party A or its nominee;

(b)without prior written consent of Party A, not to increase or

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decrease its registered capital;

(c)without prior written consent of Party A, not to revise its articles of association or other constituent documents with respect to its material matters, including but not limited to its organization structure, intenal institutions and authority, registered capital changes, share transfers, voting rules and matters.

(d)without prior written consent of Party A, not to sell, transfer, mortgage or otherwise dispose of any asset, income, legitimate or beneficial interests in its business, or allow creation of any other security interest at any time as from the date hereof;

(e)without prior written consent of Party A, not to inherit, guarantee or allow the existence of any debt, with the exception of (i) the debts incurred during the ordinary or daily course of business, and (ii) the debts which have been disclosed to Party A and for which written consents from Party A have been obtained;

(f)to normally operate businesses to maintain its assets value, and not to result in any materially adverse affect on its business operation and the value of its assets by any acts or omissions; and without prior written consent of Party A, not to change its businesses in any material respect;

(g)without prior written consent of Party A, not to enter into any material agreement except for the agreements entered into during the ordinary course of business (for the purpose of this section, an agreement or a series of related agreements should be deemed as a material agreement if the amount of which exceeds RMB 2,000,000);

(h)without prior written consent of Party A, not to provide any loan, credit or guatantee to anyone;

(i)at the request of Party A, to provide all materials related to its business and financial conditions to Party A;

(j)without prior written consent of Party A, not to merge or associate with any entity, or acquire any entity or invest in any entity;

(k)to promptly inform Party A of any existing or potential litigation, arbitration, or administrative proceedings in relation to its assets, business or revenues;

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(l)in order to maintain its ownership of all its assets, to execute all necessary or appropriate documents, commence all necessary or appropriate claims, or make all necessary or proper defences to all claims;

(m)without prior written consent of Party A, not to distribute any dividends to its shareholders in any form, nevertheless upon request of Party A, immediately to distribute all payable dividends to the shareholders; and

(n)at the request of Party A, to appoint the person designated by Party A to be its executive director.

4.2.2Party A covenants and undertakes to Party B and Party C that:

it will bear all fees and other expenditure arising from executing and performing this Agreement and any other relevant documents required therefore, including but not limited to legal fees, costs, stamp tax and any other taxes and charges. If Party B and Party C shall pay any fees and other expenditure in accordance with the laws or the relevant contracts, Party A shall fully indemnify such fees and other expenditure paid by Party B and Party C.

ARTICLE 5: BREACH

Upon the execution of this Agreement, failure by either party to perform other obligations in this Agreement and any untrue representations or warranties shall be deemed as a breach of this Agreement.  The defaulting party shall compensate all the loss suffered by the innocent party caused by the breach of this Agreement.

ARTICLE 6: GOVERNING LAW AND DISPUTE SETTLEMENT

6.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

6.2Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Parties. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each Party can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

ARTICLE 7: TERM OF AGREEMENT

The term of this Agreement shall be ten (10) years, and may be extended by another ten (10) years at the request of Party A.

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ARTICLE 8: CONFIDENTIALITY

No party to this Agreement shall publicize, divulge or disclose any information regarding this Agreement, the transaction under this Agreement, or the identity of the other party, unless the other party gives a written consent in advance.

ARTICLE 9: MISCELLANEOUS

9.1No amendment or modification to this Agreement shall be valid unless made in writing and executed by the Parties.

9.2The attachments of this Agreement are part of and have the same effectiveness with this Agreement.

9.3Notices

9.3.1Unless otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mall, e-mail, facsimile or registered mail to the following correspondence addresses:

Party A	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
ZiP code	100101
Telephone	57418020
Facsimile	57418020
Contact Person	Liu Hanyu
E-mail	uhanyu@gmail.com
Party B	Xu Maodong
Address
Zip code
Telephone
Facsimile
E-mail
Party C	Xu Tianqing
Address
Zip code
Telephone
Facsimile
E-mail

9.3.2Notices and correspondences shall be deemed to have been effectively delivered:

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(1)at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

(2)on the date that the receiving Party signs for the document, if delivered in person (including express mail);

(3)on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

(4)on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

9.4This Agreement shall be binding on the successors of the Parties and the assigns as designated by Party A.

9.5The Parties may, upon mutual agreement, conclude supplementary agreements regarding any issues not covered in this Agreement. The supplementary agreements shall be of equal force with this Agreement.

9.6This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in three (3) originals with one (1) original each for Party A, Party B and Party C.

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9

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

SIGNED by

For and on behalf of

Party A: Beijing Wowo Shi Jie Information & Technology Co., Ltd.

SIGNED by

Party B: Xu Maodong

SIGNED by

Party C: Xu Tianqing

10

Annex

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is entered into as of [                      ] in Beijing by and between the following parties:

Transferor:Name: [  ]

ID No.: [  ]

Transferee: Beijing Wowo Shi Jie Information & Technology Co., Ltd. (the “Transferee”)

(the Transferors and the Transferee collectively the “Parties”)

WHEREAS

(1)The Transferors holds [  ]% shares in [  ].

(2)The Transferor desires to transfer to the Transferee all his/her [  ]% shares in [  ], and the Transferee agrees to accept such transfers under the terms and conditions of this Agreement.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

Article 1: TRANSFER OF EQUITY INTEREST

1.1Transfer Agreement

1.1.1Subject to the terms and conditions of this Agreement, the Transferors hereby agree to transfer [  ]%  shares they held in [  ] to the Transferee (the “Transfer”) at the Effective Date of this Agreement (as defined in Article 5.1 below) as of the Effective Date of this Agreement, and acquires all the related rights and interests accordingly.

1.1.2The Transferors and the Transferee have entered into a shares pledge agreement as of May 31, 2011, under which the Transferors in favor of Party A pledged the entire shares asheld by them in [  ]. Upon the execution of the Transfer in accordance with this Agreement, the portion of the pledge over the shares as transferred will disappear and the shares in pledge will be reduced in the same proportion.

1.2Transfer Price

The purchase price of the [   ]% shares is RMB[   ].

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Article 2: CLOSING

2.1Subject to terms and conditions of this Agreement, the closing of the Transfer involved in this Agreement (“Closing”) shall be deemed as having accompished at the Effective Date of this Agreement.

2.2The Transferors shall submit to the Transferee any and all legal documents with respect to the Transfer being referred hererto at the Effective Date of this Agreement, in a way satisfactory to the Transferee formally and virtually.

2.3The Parties of this Agreement hereby agree that, with respect to the Transfer hereunder, the Transferors shall be responsible to file with the original registration authority of [  ] for the purpose of all necessary registration change within thirty (30) days after the execution of this Agreement, and the Transferee shall offer necessary assistance and cooperation at the same time.

Article 3: REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of the Transferors

The Transferors hereby make following representations and warranties to the Transferee,

3.1.1The Transferors have full legal power and authority to sign and execute this Agreement and transfer the shares referred to under this Agreement. The Transferors have taken all proper and necessary actions for the Transfer referred to under this Agreement. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the Transferors, and shall be enforceable against the Transferors according to its terms.

3.1.2In any event, the liabilities of the Transferors to [  ] and the Transferee are limited to the shares as each held thereby.

3.1.3The representations and warranties hereby made by the Transferors are true and accurate in all aspects at the Effective Date of this Agreement.

3.1.4Upon the effectiveness of this Agreement, the Transferors shall be responsible to effect all necessary internal and external procedures in respect of the Transfer, including but not limited to, signing resolutions of the shareholders’ meeting and making related registration change and filings.

3.2Representations and Warranties of the Transferee

The Transferee hereby makes the following representations and warranties to the Transferors,

3.2.1The Transferee has full legal power and authority to sign and execute this Agreement and carry out the Transfer hereunder. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to

2

the Transferee, and will be enforceable against the Transferee according to its terms.

3.2.2The liabilities of the Transferors to [  ] and the Transferee are limited to the shares as each held thereby before or after the Effective Date of this Agreement.

3.2.3The representations and warranties hereby made by the Transferee are true and accurate in all aspects at the Effective Date of this Agreement.

3.2.4Upon the effectiveness of this Agreement, the Transferee shall offer necessary assistance and cooperation to the Transferors for them to perform the obligations referred to in Article 3.1.4.

Article 4: THE CONTINUOUS EFFECTIVENESS OF WARRANTIES; COMPENSATION

4.1The Continuous Effectiveness of Warranties

The representations and warranties made by the Transferors and the Transferee respectively and any certificate or other documents submitted previously shall not be seen as waiver or be impacted as a result of any adjustment made by the Transferors and the Transferee and each of representations and warranties shall be continuous effective after the Closing.

4.2Compensation

If the Transferee or the Transferors bear any cost, expense, liability or loss owing to the Transferors or the Transferee violating this Agreement before the Effective Date of this Agreement, the defaulting party shall make compensation to the non-defaulting party and make the non-defaulting party free with any cost, expense, liability or loss incurred because of the foregoing reason.

Article 5: MISCELLANEOUS

5.1Effective Date of this Agreement

This Agreement shall take effect as of the date of execution by the Parties or their respective authorized representatives.

5.2Governing Law and Disputes Resolution

5.2.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

5.2.2Any disputes arising from or relating to this Agreement shall be resolved through consultation in good faith by the Parties. In case of a failure to reach an agreement through such consultation, the Parties agree to submit the disputes to China International Economics and

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Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

5.3Language and Version

This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement has six (6) originals with each of the Transferors and the Transferee keeping one original. Other originals of this Agreement shall be used in relation to conducting necessary changing registration procedures.

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4

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

The Transferor:

Name: [  ]

Signature:

The Transferee:

SIGNED by

For and on behalf of

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

5

Exhibit 10.10

EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT

BY AND BETWEEN

Beijing Kai Yi Shi Dai Web Technology Co., Ltd.

AND

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

MAY 31, 2011

TABLE OF CONTENTS

ARTICLE 1:	DEFINITION	1
ARTICLE 2:	SERVICES	2
ARTICLE 3:	SERVICE FEE	3
ARTICLE 4:	WORK PRODUCT, INTELLECTUAL PROPERTY AND KNOW-HOW	4
ARTICLE 5:	REPRESENTATIONS AND WARRANTIES	4
ARTICLE 6:	SPECIAL UNDERTAKINGS BY PARTY A	5
ARTICLE 7:	INDEMNIFICATION	5
ARTICLE 8:	CONFIDENTIALITY	6
ARTICLE 9:	FORCE MAJEURE	6
ARTICLE 10:	TERM OF AGREEMENT	6
ARTICLE 11:	NOTICE	7
ARTICLE 12:	DEFAULT LIABILITY	7
ARTICLE 13:	MISCELLANEOUS	7

EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT

THIS EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT (this “Agreement”) is entered into in Beijing as of the 31st day of May, 2011 by and between the following two Parties:

(1)Beijing Kai Yi Shi Dai Web Technology Co., Ltd. (hereinafter “Party A”), with its registered address: No.301-189, Unit 6, Xinggu Economic Development Zone, Pinggu District, Beijing; and

(2)Beijing Wowo Shi Jie Information & Technology Co., Ltd. (hereinafter “Party B”), with its registered address: Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing; and

for the purpose of this Agreement, the reference to Party A hereinafter shall mean Party A and each of its subsidiaries and/or any companies or other entities as controlled thereby.

(Party A and Party B individually being referred to as a “Party” and collectively the “Parties”).

WHEREAS:

(1)Party A is a company with its business scope of technology development and transfer, technology consultancy and service, enterprise management consultancy, and design, integration, installation, and adjustment of computer system.

(2)Party B is a company with its business scope of research and development of computer software and hardware, technical development, service, and consultancy for information system and computer internet, sale of self-developed products, and transfer of self-owned technology.

(3)Party A wishes to engage Party B to provide to it related services, and Party B agrees to provide Party A with necessary technical support and assistance.

The Parties hereby agree upon mutual friendly consultations, as follows:

Article 1: Definition

1.1Except as otherwise construed in the terms or context hereof, the following terms in this Agreement shall be interpreted to have the following meanings:

“Party A’s Business” shall mean any and all businesses engaged in and developed by Party A currently and at any time during the valid term hereof.

“Services” shall mean the services to be provided by Party B exclusively to Party A, which are related to Party A’s Business, with a technical platform

1

combining software and hardware as well as relevant technical support and maintenance services, including but not limited to:

1.1.1provision of system solutions for internet websites operations;

1.1.2provision of the rights to use computer and network hardware equipment necessary for Party A’s Business;

1.1.3daily management, maintenance and upgrading of the network sever and databases;

1.1.4development, maintenance and upgrading of the related applied software; and

1.1.5other related technical and consultancy services in relation to or required by Party A’s Business.

“Annual Business Plan” shall mean the development plan and budget report for Party A’s Business in the next year which is prepared by Party A with the assistance of Party B pursuant to this Agreement.

“Service Fee” shall mean all fees to be paid by Party A to Party B pursuant to Article 3 of this Agreement in respect of the Services provided by Party B.

“Equipment” shall mean any and all equipment owned by Party B or purchased by Party B from time to time for the purpose of provision of the Services.

“Business Income” shall mean the aggregate of all main business incomes and other business incomes as confirmed by Party A in the process of its business operations (before the deduction of related costs, fees and taxes).

1.2The references to any laws and regulations (hereinafter the “Law”) herein shall be deemed (1) to include the references to the amendments, changes, supplements and reenactments of such Law, irrespective of whether they take effect before or after the formation of this Agreement; and (2) to include the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3Except as otherwise stated in the context herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.

Article 2: Services

2.1Party B shall provide the Services to Party A pursuant to this Agreement, and Party A shall accept the Services provided by Party B and shall endeavor to cooperate with Party B in Party B’s provision of the Services.

2.2Party B shall procure various equipment reasonably necessary for the provision of the Services and shall purchase and procure new equipment in

2

accordance with Party A’s Annual Business Plan, as to meet with the demand for its provision of quality Services.

2.3At the request of Party B, Party A Shall discuss and decide with Party B prior to November 30 each year the Annual Business Plan of Party A for the next year, as for Party B to make appropriate arrangement for its Services plan and purchase necessary equipment. In case that Party A needs Party B to purchase new equipment contingently. Party A shall discuss the same with Party B fifteen (15) days in advance and obtain Party B’s consent thereto.

2.4The Services provided by Party B hereunder shall be of an exclusive nature. During the valid term hereof, without Party B’s prior written consent, Party A shall not enter into any agreement with any other third party as to engage such third party to provide to Party A services identical or similar to the Services provided by Party B.

Article 3: Service Fee

3.1In respect of the Services to be provided by Party B pursuant to Article 2 hereof, at the request of Party B, Party A agrees to pay to Party B pursuant to 3.2 hereof the Service Fee as follows:

3.1.1a performance fee equivalent to 5% of the total revenue of Party A in the current year;

3.1.2depreciation amount on equipment to be determined by accounting rules of China; and

3.1.3annual service fee: this fee is total business incomes of the whole year minus fees of 3.1.1 and 3.1.2; whereas the amount of 3.1.1, 3.1.2 and 3.1.3 exceed total net profit of the whole year of Party A, the annual service fee payable from Party A to Party B is limited to total net profit of Party A. Party B has the right to set and revise annually this service fee unilaterally with reference to the performance of Party A.

3.2At the request of Party B, Party A shall pay the Service Fee to Party B on a quarterly basis. Prior to January 31, April 30, July 31 and October 31 each year, Party A shall pay to Party B the performance fee set out in 3.1 according to the percentage set out in the preceding Article and the amount of Party A’s total business income in the preceding three (3) months; after the end of each of Party A’s accounting years, Party A and Party B shall, on the basis of Party A’s total annual business income in the preceding year which is mutually accepted by the Parties, carry out the overall examination and verification on the Service Fee actually payable by Party A, and shall make corresponding payment adjustment within thirty (30) days of the commencement of the next accounting year.

3.3Party A shall, according to the provisions of this Article, pay all Service Fees in a timely manner into the bank account designated by Party B. In case that

3

Party B is to change its bank account, it shall notify Party A in writing of such change seven (7) working days in advance.

3.4Upon expiration or termination of this Agreement, Party A shall, within thirty (30) days of the date of the expiration or termination of this Agreement, pay all the remaining part of the Service Fee to Party B.

3.5Party A shall, according to the provisions of Article 3 hereof, provide Party B with the true information concerning its business income, and shall pay the full amount of the Service Fee to Party B in a timely manner; at the request of Party B, Party A shall permit Party B to review and examine its financial records, as to verify the amount of its business income.

Article 4: Work Product, Intellectual Property and Know-how

4.1Both Parties acknowledge that all work products, intellectual property and know-how involved or generated in the process of Party B’s provision of the Services shall belong to Party B, but not including the followings:

4.1.1intellectual property legally owned by any third party, which Party A or Party B has obtained legally the right to use through license or otherwise;

4.1.2customer information obtained during the process of Party A’s Business; such customer information shall belong to Party A and Party B jointly; and

4.1.3issues agreed to otherwise between the Parties in writing.

Article 5: Representations and Warranties

5.1Party A represents and warrants hereby as follows:

5.1.1it is a company of limited liabilities duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.1.2it has full corporate power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions.

5.1.3it has obtained complete business permits as necessary for its operations upon this Agreement taking effect, and it has sufficient rights and qualifications to operate within PRC the businesses of

4

technology development and transfer, technology consultancy and service, enterprise management consultancy, and design, integration, installation, and adjustment of computer system and other Party A’s Business it is currently engaged in.

5.2Party B represents and warrants hereby as follows:

5.2.1it is a company of limited liabilities duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.2.2it has full corporate power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions.

Article 6: Special Undertakings by Party A

Party A hereby undertakes as follows:

6.1it must take all necessary measures during the term of this Agreement to obtain promptly all the business permits requisite under the then applicable Law and necessary for the purpose of Party A’s Business operation, and to keep all the business permits to remain in effect at any time.

6.2It must make all its efforts during the term of this Agreement to develop Party A’s Business, as to maximize the profits.

6.3Party A must respect Party B’s work product and intellectual property, and shall take all necessary or practical measures to protect Party B’s work product and intellectual property during the term of this Agreement.

Article 7: Indemnification

At the request of Party B, Party A agrees that it shall indemnify and keep Party B harmless from any and all losses Party B suffers or may suffer as the result of the execution and performance hereof and of Party A’s Business, including but not limited to any loss arising from any litigation, repayment pursuit, arbitration, claims lodged by any third party or administration investigations and/or penalties by government authorities against it in relation to Party A’s Business; provided that losses due to Party B’s willful or gross fault shall be excluded from such indemnification.

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Article 8: Confidentiality

8.1Notwithstanding the termination of this Agreement, Party A shall be obliged to keep in confidence (i) the execution, performance and the contents of this Agreement; (ii) the commercial secret, proprietary information and customer information in relation to Party B known to or received by it as the result of execution and performance of this Agreement; and (iii) the customer information and other non-public information jointly owned by it with Party B (hereinafter collectively the “Confidential Information”). Party A may use such Confidential Information only for the purpose of performing its obligations under this Agreement. Party A shall not disclose the above Confidential Information to any third parties without the written consent from Party B, or Party A shall bear the default liability and indemnify the losses.

8.2Upon termination of this Agreement, Party A shall, upon demand by Party B, return, destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using such Confidential Information.

8.3Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Article 9: Force Majeure

In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design of tooling software, computer system or internet encountering a hacker, invasion or disastrous spreading of computer virus, affection by the technical adjustment of telecommunication departments, temporary close-down of websites due to government supervision, or change of policies or laws, and other unforeseeable or unpreventable or unavoidable event of force majeure, which directly prevents a Party from performing this Agreement or performing the same on the agreed condition, the Party encountering such a force majeure event shall forthwith issue a notice by a facsimile and, within thirty (30) days, present the documents proving the details of such force majeure event and the reasons for which this Agreement is unable to be performed or is required to be postponed in its performance, and such proving documents shall be issued by the notarial office of the area where such force majeure event takes place. The Parties shall consult each other and decide whether this Agreement shall be waived in part or postponed in its performance with regard to the extent of impact of such force majeure event on the performance of this Agreement. No Party shall be liable to compensate for the economic losses brought to the other Party by the force majeure event.

Article 10: Term of Agreement

10.1This Agreement shall take effect as of the date of formal execution by the Parties, and the term of this Agreement shall be ten (10) years unless earlier terminated as set forth in 10.2 of this Agreement or other written agreements entered into by the Parties. This Agreement shall be extended automatically by another ten (10) years upon the written confirmation by Party B before the expiry of this Agreement.

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10.2During the term of this Agreement, Party A may not terminate this Agreement except in the case of Party B’s gross negligence, fraud, or other illegal action or bankruptcy or termination of Party B, and in the event of bankruptcy or termination of Party A before the expiry of this Agreement, this Agreement shall be terminated automatically. Notwithstanding the above, Party B may terminate this Agreement with issuing a written notice to Party A thirty (30) days in advance.

Article 11: Notice

11.1Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

11.2The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.

Article 12: Default Liability

12.1The Parties agree and confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any of the agreements made under this Agreement, or fails substantially to perform any of the obligations under this Agreement, such a breach shall constitute a default under this Agreement (hereinafter a “Default”), then the non-defaulting Party (hereinafter the “Non-defaulting Party”) shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the other Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then (1) in case of Party A being the Defaulting Party, Party B shall have the right to terminate this Agreement and require the Defaulting Party to indemnify it for the damage; (2) in case of Party B being the Defaulting Party, the Non-defaulting Party shall have the right to terminate this Agreement and require the Defaulting Party to indemnify it for the damage, and under no circumstances shall the Non-defaulting Party have the right to terminate or dissolve this Agreement or the authorization under this Agreement.

12.2Notwithstanding any other provisions herein, the validity of this Article shall stand disregarding the suspension or termination of this Agreement.

Article 13: Miscellaneous

13.1This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in two (2) originals with one (1) original each for involved Party.

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13.2The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to the PRC Laws.

13.3Any disputes arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

13.4Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

13.5Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter the “Party’s Rights”) shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.

13.6The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.

13.7Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

13.8Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement.

13.9It is agreed by Party A that without any consent from Party A, Party B may assign its rights and/or obligations hereunder to any third parties with prior notice to Party A. Party A may not assign any of its rights and/or obligations hereunder to any third parties without the prior written consent from Party B.

13.10This Agreement shall be binding on the legal successors of the Parties.

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8

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

Beijing Kai Yi Shi Dai Web Technology Co., Ltd.

Signed by:

Name:

Position:

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Signed by:

Name:

Position:

9

Exhibit 10.11

SHARES PLEDGE AGREEMENT

BY AND AMONG

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

AS PLEDGEE

AND

XU MAODONG AND XU TIANQING

AS PLEDGORS

MAY 31, 2011

TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS	1
ARTICLE 2: PLEDGE	2
ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE	3
ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS	3
ARTICLE 5: REPRESENTATIONS AND WARRANTIES	3
ARTICLE 6: COVENANTS AND UNDERTAKINGS	4
ARTICLE 7: EVENT OF DEFAULT	6
ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE	7
ARTICLE 9: TRANSFER OR ASSIGNMENT	7
ARTICLE 10: TERMINATION AND SEVERABILITY	8
ARTICLE 11: FEES AND OTHER EXPENDITURE	8
ARTICLE 12: FORTH MAJEURE	8
ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT	8
ARTICLE 14: NOTICE	9
ARTICLE 15: VERSION	10

SHARES PLEDGE AGREEMENT

THIS SHARES PLEDGE AGREEMENT (this “Agreement”), is entered into as of the 31st day of May, 2011 in Beijing, the People’s Republic of China (the “PRC”)by and between the following parties:

Pledgee:	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address:	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
Pledgor:	Xu Maodong
	ID No.: 420106196712023614
	Xu Tianqing
	ID No.: 372802196001252912

(Xu Maodong and Xu Tianqing collectively the “Pledgors”)

WHEREAS

(1)The Pledgors acquired all equity interest in Beijing Kai Yi Shi Dai Web Technology Co., Ltd. (“Kaiyi”), where Xu Maodong holds 60% shares and Xu Tianqing holds 40% shares.

(2)The Pledgee is a wholly foreign-owned enterprise registered in Beijing, the PRC, a wholly owned subsidiary of Wowo Holding Limited (HK).

(3)The Pledgee and the Pledgors entered into option agreements dated as of the even date hereof (hereinafter the “Option Agreement”). The Pledgee entered into an exclusive technical support service agreement with Kaiyi as of the even date hereof (hereinafter the “Exclusive Technical Support Service Agreement”).

(4)The Pledgee shall appoint all personnel in operating Kaiyi and assume management responsibilities of Kaiyi.

(5)In order to make sure the performance of all the obligations by Kaiyi and the Pledgors under the abovementioned Exclusive Technical Support Service Agreement, and Option Agreement (collectively, the “Agreement Obligations”), the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in Kaiyi as a security of Secured Indebtedness including the Agreement Obligations.

THE PLEDGORS AND THE PLEDGEE THEREFORE AGREE AS FOLLOWS:

ARTICLE 1: DEFINITIONS

Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

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1.1Pledge means the full content of Article 2 hereunder.

1.2Shares means the shares in Kaiyi held by the Pledgors. In order to avoid any indoubtness, the Shares hereof refer to all of the shares in Kaiyi held by the Pledgors at any time, to wit, after the date hereof if there is any increase or other changes with respect to the shares in Kaiyi held by the Pledgors, such shares after increased or changed shall be deemed to be the Shares in Pledge under this Agreement.

1.3Term of Pledge means the period provided under Article 3.2 hereunder.

1.4Event of Default means any event in accordance with Article 7 hereunder.

1.5Notice of Default means the notice of default issued by the Pledgee in accordance with this Agreement.

1.6Option means the option granted by the Pledgors to the Pledgee in the Option Agreement in favor of the Pledgee to purchase the Shares exclusively.

1.7The PRC means the People’s Republic of China.

1.8Secured Indebtedness means all the obligations of Kaiyi under the Exclusive Technical Support Service Agreement, and the obligations of the Pledgors under the Option Agreement, including but not limited to the repayment of service fees, liquidated damages, compensations and other expenses incurred by the Pledgee in connection with the exercise of Pledge.

1.9Except as otherwise stated in the context herein, all references herein to this Agreement or any other agreements or documents shall be interpreted as to refer to the amendments, changes, replacements or supplements already made or to be made from time to time, to or of this Agreement or, as the case may be, such other agreements or documents.

ARTICLE 2: PLEDGE

2.1The Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in Kaiyi to secure all and any Secured Indebtedness.

2.2In order to avoid any indoubtness, despite of the disappearance of party of the Secured Indebtedness, the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective Shares in Kaiyi as a security of the remaining part of the Secured Indebtedness in accordance with the provisions of this Agreement.

2.3Within the effective period of this Agreement, in case that the Pledgee exercise the Option and therefore obtains all or part of the Shares, the relative Pledge over that part of Share disappear in proportion as of the execution date of the Shares transfer and the Shares pledged by the Pledgors reduce in the same

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proportion. The Pledgee and the Pledgors shall effect the registration, or changing registration or record, as set forth in Article 4.2 hereunder, with the competent administration for industry and commerce.

2.4The Pledge under this Agreement refers to the preferential rights enjoyed by the Pledgee in receiving proceeds from auction or sale of the Shares pledged by the Pledgors to the Pledgee

ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE

3.1The effectiveness of this Agreement

This Agreement shall become effective upon the execution by the respective duly authorized representatives of the Pledgee and the Pledgors.

3.2The term of Pledge

The term of Pledge is equal to the term of the Option Agreement.

ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS

4.1During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the certificate of capital contribution and the name list of shareholders of Kaiyi to the Pledgee within one (1) week as of the date of execution of this Agreement.

4.2The Pledgors and the Pledgee hereby agree to effect the registration or record of Pledge herein with the competent administration for industry and commerce at the earliest practicable date (in any event not later than twenty (20) days as of the date hereof). After the completion of such Pledge registration, in case of the changes with respect to the Shares respectively held by the Pledgors resulting from any changes to the registered capital or share structure of Kaiyi, the Pledgors and the Pledgee shall effect the alteration registration or record of Pledge with the competent administration for industry and commerce within twenty (20) days after the completion of the registration of the abovementioned Shares changes.

4.3The Pledgee is entitled to collect dividends and other distributions (in cash or non-cash) of the Shares during the Term of Pledge.

ARTICLE 5: REPRESENTATIONS AND WARRANTIES

5.1The Pledgee and the Pledgors severally represent and warrant to each other that:

5.1.1it has the full power and authority to enter into this Agreement;

5.1.2its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

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5.1.3there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

5.1.4it has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement; and

5.1.5in any event, the liabilities of Party B or Party C to Kaiyi and Party A are limited to the Shares as each held thereby.

5.2The Pledgors especially represent and warrant to the Pledgee that:

5.2.1The Pledgors are the legal owners of the Shares. The Pledgors do not pledge or encumber the Shares to any other person except for the Pledgee.

5.2.2The Pledgee shall not be interfered by any other party at any time once the Pledgee obtains the right to exercise the rights of the Pledge in accordance with this Agreement.

5.2.3The Pledgee shall be entitled to dispose of and transfer or assign the Pledge in accordance with this Agreement.

ARTICLE 6: COVENANTS AND UNDERTAKINGS

6.1The Pledgors separately and jointly covenant and undertake to the Pledgee that:

6.1.1During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shall:

(1)not transfer or assign the Shares, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee except for the share transfer caused by the execution of the Option by the Pledgee;

(2)comply with laws and regulations with respect to the pledge of rights;

(3)notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement.

6.1.2The Pledgors agree that the right of exercising the Pledge obtained by

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the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person.

6.1.3Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred.

6.1.4The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within a reasonable time period.

6.1.5Any distribution received by the Pledgors as shareholders of Kaiyi would have to be fully remitted to the Pledgee immediately.

6.1.6The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee.

6.1.7The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

6.2The Pledgee covenants and undertakes to the Pledgors that:

6.2.1The Pledgee shall strictly comply with the applicable PRC laws and ensure that the management and operation of the Pledgee and Kaiyi shall not violate the regulations and requirements as set forth by the authorities of administration for commerce and industry, tax, telecommunication, culture, quality and technology supervision, labor protection, social security and other governmental departments.

6.2.2The Pledgee shall hold harmless the Pledgors against any punishments, damages, losses, liabilities, claims and expenses as well as any related litigations, arbitrations or other legal or administrative proceedings as a result of business operation by the Pledgee or Kaiyi and the Pledgee further warrants to the Pledgors that it shall indemnify the Pledgors against any punishments, damages, losses, liabilities, claims and

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expenses incurred as a result of business operation by the Pledgee or Kaiyi and bear all expenses in such indemnification efforts.

6.2.3The Pledgee shall provide necessary financial support to Kaiyi to fund any losses incurred by Kaiyi during the term of Pledge and not request for repayment if Kaiyi is unable to do so.

ARTICLE 7: EVENT OF DEFAULT

7.1The following events shall be regarded as an event of default:

7.1.1The Pledgors or Kaiyi fail(s) to fully perform any of the Secured Indebtedness in time under the Exclusive Technical Support Service Agreement or the Option Agreement;

7.1.2The Pledgors make any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgors are in violation of any warranties under Article 5 herein;

7.1.3The Pledgors violate the covenants under Article 6 herein;

7.1.4The Pledgors violate any terms and conditions herein;

7.1.5The Pledgors’ any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled due date; or (2) are due but can not be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgors’ capacity to perform the obligations herein has been impacted;

7.1.6The Pledgors are incapable of repaying general debts or other debts;

7.1.7This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgors’ incapability of continuing to perform the obligations herein;

7.1.8Any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended;

7.1.9The properties of the Pledgors are adversely changed and cause the Pledgee to deem that the capability of the Pledgors of performing the obligations herein has been impacted;

7.1.10The Pledgors default for the reason of violation of the obligations of act or omission under other terms herein;

7.1.11The Pledgors forgo the Shares or transfer or assign the Shares without prior written consent of the Pledgee, except as provided in the Option

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Agreement; or

7.1.12Other circumstances whereby the Pledgors are incapable of exercising the right to dispose of the Pledge in accordance with the related laws.

7.2The Pledgors shall give written notice to the Pledgee if the Pledgors are aware of or find that any event under Article 7.1 herein or any events that may result in the foregoing events have happened.

7.3Unless the event of default under Article 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens or thereafter, may give written notice of default to the Pledgors and require the Pledgors to immediately make full payment of the service fees or other fees, or dispose of the Pledge in accordance with Article 8 herein.

ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE

8.1The Pledgee shall give notice of default to the Pledgors when the Pledgee exercises the right of Pledge owing to the default by the Pledgors.

8.2Subject to Article 7.3, the Pledgee may exercise the right to dispose of the right of Pledge at any time when the Pledgee give notice of default in accordance with Article 7.3 or thereafter.

8.3The Pledgee is entitled to transfer or assign full or a portion of the Shares herein in accordance with legal procedure until the service fees or other fees is repaid.

8.4The Pledgors shall not hinder the Pledgee from disposing of the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee can realize the Pledge.

ARTICLE 9: TRANSFER OR ASSIGNMENT

9.1The Pledgors shall not donate or transfer his rights and obligations herein without prior written consent from the Pledgee.

9.2This Agreement shall be effective and binding upon the successors of each of the Pledgors and the Pledgee and the assigns as designated by the Pledgee.

9.3The Pledgee may transfer or assign all or any of his rights and obligations under the Exclusive Technical Support Service Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Exclusive Technical Support Service Agreement, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment upon the request of the Pledgee.

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9.4After the Pledgee is changed for the reason of the transfer or assignment, the parties to the changed pledge shall reexecute pledge contract.

ARTICLE 10: TERMINATION AND SEVERABILITY

10.1This Agreement shall not be terminated until the full execution of the Option by the Pledgee and thereafter the Pledgee shall revoke or terminate this Agreement within the earliest reasonably possible time period.

10.2If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

ARTICLE 11: FEES AND OTHER EXPENDITURE

The Pledgee shall be responsible for all the fees and other expenditure in relation to this Agreement including but not limited to legal fees, costs, stamp tax and any other taxes and charges. If the Pledgors shall pay any fees and other expenditure in accordance with the laws or the relevant contracts, the Pledgee shall fully indemnify such fees and other expenditure paid by the Pledgors.

ARTICLE 12: FORTH MAJEURE

12.1The event of force majeure refers to any event that the Pledgors and the Pledgee cannot reasonably foresee at the time of conclusion of this Agreement, and the consequences of which are neither avoidable nor conquerable, including without limitation, any action or inaction by the government or the armed forces, natural phenomena, earthquake, fire, water flood, riot or war.

12.2Neither the Pledgors nor the Pledgee to this Agreement shall be liable for its incapability of performing the whole or part of the obligations of this Agreement if such incapability of performance is attributable to an event of force majeure. However, the party that is affected by the event of force majeure and consequently incapable of performance shall notify the other party in writing the reason for such liability exemption within ten (10) days upon the occurrence of such event. Furthermore, the affected party shall make reasonable efforts to eliminate the impact of the event of force majeure.

ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT

13.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

13.2Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Pledgors and the Pledgee. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each of the Pledgors and the Pledgee can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the

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arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon both the Pledgors and the Pledgee.

ARTICLE 14: NOTICE

14.1Unless otherwise designated in advance by the other party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mall, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

Party A	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address	[  ]
ZiP code	[  ]
Telephone	[  ]
Facsimile	[  ]
Contact Person	[  ]
E-mail	[  ]
Party B	Xu Maodong
Address	[  ]
Zip code	[  ]
Telephone	[  ]
Facsimile	[  ]
E-mail	[  ]
Party C	Xu Tianqing
Address	[  ]
Zip code	[  ]
Telephone	[  ]
Facsimile	[  ]
E-mail	[  ]

14.2Notices and correspondences shall be deemed to have been effectively delivered:

14.2.1at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

14.2.2on the date that the receiving party signs for the document, if delivered in person (including express mail);

14.2.3on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

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14.2.4on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

ARTICLE 15: VERSION

15.1This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by the Pledgors and the Pledgee hereto.

15.2This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in five (5) originals with one (1) original each for the Pledgors and the Pledgee. Other originals of this Agreement shall be used in relation to conducting necessary registration procedures.

[THE REMAINDER OF THIS PAGE IS ITENTIONALLY LEFT BLANK]

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[EXECUTION PAGE]

IN WITNESS WHEREOF, the Pledgee and the Pledgors or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

SIGNED by

For and on behalf of

Pledgee: Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Pledgor:

Signature:

Name: Xu Maodong

Signature:

Name: Xu Tianqing

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Exhibit 10.12

OPTION AGREEMENT

BY AND AMONG

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

AND

XU MAODONG

AND

XU TIANQING

MAY 31, 2011

TABLE OF CONTENTS

ARTICLE 1: GRANT OF THE OPTION	2
ARTICLE 2: EXERCISE OF THE OPTION	2
ARTICLE 3: COMPLETION OF THE OPTION	3
ARTICLE 4: REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS	4
ARTICLE 5: BREACH	7
ARTICLE 6: GOVERNING LAW AND DISPUTE SETTLEMENT	7
ARTICLE 7: TERM OF AGREEMENT	7
ARTICLE 8: CONFIDENTIALITY	8
ARTICLE 9: MISCELLANEOUS	8

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is entered into as of the 31st day of May, 2011 in Beijing, the People’s Republic of China (the “PRC”)

by and among

(1)Beijing Wowo Shi Jie Information & Technology Co., Ltd., with its registered address at Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing(“Party A”);

(2)Xu Maodong, a PRC citizen whose ID No. is 420106196712023614 (“Party B”); and

(3)Xu Tianqing, a PRC citizen whose ID No. is 372802196001252912(“Party C”).

(Party A, Party B and Party C individually being referred to as a “Party” and collectively the “Parties”).

WHEREAS:

(1)Party A is a wholly foreign-owned enterprise, a wholly-owned subsidiary of Wowo Holding Limited (HK) duly established and registered in Beijing under the laws of the PRC.

(2)Party B and Party C acquired all equity interest in Beijing Wowo Tuan Information & Technology Co., Ltd. (“Wowo”) and Beiing Kai Yi Shi Dai Web Technology Co., Ltd. (“Kaiyi”) in January 2011 and March 2011 respectively, and incorporated Beijing Yi You Bao Information & Technology Co., Ltd. (“Yi You Bao”) on May 6, 2011, in accordance with the laws of the PRC. Party B and Party C jointly hold the registered capital of Yi You Bao (the “Shares”) in its entirety, and Party B and Party C respectively hold 60% and 40% of the Shares.

(3)Party A shall appoint all personnel in operating Wowo, Kaiyi and Yi You Bao and assume management responsibilities of Wowo, Kaiyi and Yi You Bao.

(4)Party A desires to purchase exclusively the Shares from Party B and Party C, while Party B and Party C agree to grant exclusively to Party A an option to purchase the Shares (the “Option”).

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THE PARTIES THEREFORE AGREE AS FOLLOWS:

ARTICLE 1: GRANT OF THE OPTION

1.1Purchase Option

Each of Party B and Party C irrevocably agrees hereby to grant jointly and severally to Party A or one or more persons designated by Party A, to the extent permitted by the PRC laws and regulations, the Option subject to the terms and conditions set forth in this Agreement to purchase all or part of the Shares at the Share Purchase Price (as defind in Article 3.2 hereunder) based on its needs in accordance with the procedures determined by Party A.

1.2Effectiveness

This Agreement shall take effect as of the date of the execution by the Parties or their respective authorized representatives.

ARTICLE 2: EXERCISE OF THE OPTION

2.1Timing of Exercise

2.1.1Each of Party B and Party C agrees that Party A may at any time, and from time to time after the effective date hereof, exercise the Option, in whole or in part, to acquire all or a portion of the Shares, subject only to applicable laws of the PRC.

2.1.2For the avoidance of doubt, each of Party B and Party C hereby agrees that Party A shall be entitled to exercise the Option for an unlimited number of times, until all of the Shares have been acquired by Party A.

2.1.3Party B and Party C agree that when exercising the Option, Party A may designate itself or any authorized third party as the transferee of the Shares.

2.2Transfer

Party B and Party C agree that the Option shall be freely transferable, in whole or in part, by Party A to any third party, and that upon such transfer, the Option may be exercised by such third party upon the terms and conditions set forth herein, as if such third party were a party to this Agreement, and that such third party shall assume the rights and obligations of Party A hereunder.

2.3Notice Requirement

If Party A wishes to exercise the Option, it shall send a written notice to each of Party B and Party C by no later than thirty (30) days in advance of such exercise, specifying therein:

2.3.1the date of execution of the Share Transfer Agreement (as defined in Article 3.1 hereunder);

2.3.2the name of the person to whom the Shares shall be transferred;

2.3.3the amount of the Shares to be purchased from each of Party B and Party

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C;

2.3.4the Share Purchase Price (as defind in Article 3.2 hereunder) of the Shares to be transferred this time, which shall be defined pursuant to the proportion of the Shares to be purchased; and

2.3.5a letter of authorization, where a third party has been designated to exercise the Option.

2.4Set-off

Party B and Party C entered into a shares pledge agreement with Party A as of the even date hereof, in which Party B and Party C assign Party A a pledge over the Shares. After each exercise of the Option and the consequent transfer of the Shares, the pledge over the Shares transferred will disappear, and the Shares in pledge will be reduced in the same proportion.

ARTICLE 3: COMPLETION OF THE OPTION

3.1Share Transfer Agreement

Party B and Party C shall execute a share transfer agreement in form and substance substantially the same as the annex attached hereto (the “Share Transfer Agreement”), together with any other documents necessary to give effect to the transfer to Party A or its nominee of all or part of the Shares within thirty (30) days after Party A’s sending the written notice in accordance with Article 2.3 above.

3.2Share Purchase Price

The share purchase price to be paid by Party A or its nominee when exercising the Option under this Agreement, shall be the minimum price allowable by the PRC laws, unless otherwise required by PRC laws or agreed in writing by the Parties.

3.3Waiver of the Priority Purchase Right

Upon an exercise of the Option by Party A, Party B and Party C hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy to the Shares transferred.

3.4Board Resolution

Upon an exercise of the Option by Party A, each of Party B and Party C shall execute and deliver one or more resolutions of the shareholder’s meeting of Yi You Bao within thirty (30) days after the execution of the Share Transfer Agreement, approving, including but not limited to, the following:

3.4.1the transfer in the name of Party A or its nominee of all or part of the Shares; and/or

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3.4.2upon the request by Party A, resignation by Party B and Party C from the position of directors and/or other positions.

ARTICLE 4: REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS

4.1Representations and Warranties

4.1.1Each of the Parties severally represents and warrants to each other that:

(1)it has the full power and authority to enter into this Agreement;

(2)its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

(3)there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

(4)it has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement;

(5)in any event, the liabilities of Party B or Party C to Yi You Bao and Party A are limited to the Shares as each held thereby.

4.1.2Party B and Party C especially represent and warrant to Party A that:

After the grant of the Option to Party A in accordance with this Agreement, none of Party B or Party C shall grant the Option or any similar rights to a third party by any means whatsoever.

4.2Covenants and Undertakings

4.2.1Each of Party B and Party C separately and jointly covenants and undertakes to Party A that:

(1)it will complete all such formalities as are necessary to make Party A or its nominee a full and proper shareholder of Yi You Bao. Such formalities include, but are not limited to, revising the Articles of Association of Yi You Bao, changing the list of shareholders and undertaking any other changes at the relevant administrative department of industry and commerce.

(2)for a period as from the date hereof until two (2) years after the date on which all of the Shares are acquired by Party A:

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(a)except operating Wowo, Kaiyi and Yi You Bao or the business invested or controlled by Wowo, Kaiyi and Yi You Bao, or employed by Party A or other PRC companies invested or controlled by Wowo Group Limited (if applicable), it will not, either directly or indirectly, engage or be engaged in business which is the same or similar to that of Wowo, Kaiyi and Yi You Bao within the PRC or any other jurisdictions wherein Wowo, Kaiyi and Yi You Bao operates;

(b)it will not take employment with any person who is engaged by Wowo, Kaiyi, Yi You Bao or Party A, or with any person directly or indirectly assisting any such person with technical, commercial or professional advice, except that such person is employed by Wowo, Kaiyi or Yi You Bao, the business invested or controlled by Wowo, Kaiyi, Yi You Bao, Party A or other PRC companies invested or controlled by Wowo Group Limited;

(c)it will not be engaged or otherwise involved as principal, shareholder, employee or agent, whether directly or indirectly, in any company, firm or business which, with regards to any goods or services, is supplier to or a customer of Wowo, Kaiyi and Yi You Bao or Party A, except for Wowo, Kaiyi and Yi You Bao, the business invested or controlled by Wowo, Kaiyi and Yi You Bao, Party A or other PRC companies invested or controlled by Wowo Group Limited; and

(d)it will not at any time either on its own account or for any person solicit business from any person who has dealt with Wowo, Kaiyi, Yi You Bao or Party A.

(3)each of Party B and Party C further covenants and undertakes to Party A that it will cause Yi You Bao:

(a)to keep validly existing and prudently and effectively operate its business and handle related corporate affairs following good commercial and business standards and practices; endeavor to ensure itself keep holding its licenses, certificates and approvals as requisite for its business operations, and keep such licenses, certificates and approvals from being revoked; and endeavor to keep the current corporate structure and senior managements, and maintain the relationships with its customers to ensure Yi You Bao’s reputation and operation will not be materially or adversely affected upon the exercise of the Option hereunder by Party A or its nominee;

(b)without prior written consent of Party A, not to increase or

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decrease its registered capital;

(c)without prior written consent of Party A, not to revise its articles of association or other constituent documents with respect to its material matters, including but not limited to its organization structure, intenal institutions and authority, registered capital changes, share transfers, voting rules and matters.

(d)without prior written consent of Party A, not to sell, transfer, mortgage or otherwise dispose of any asset, income, legitimate or beneficial interests in its business, or allow creation of any other security interest at any time as from the date hereof;

(e)without prior written consent of Party A, not to inherit, guarantee or allow the existence of any debt, with the exception of (i) the debts incurred during the ordinary or daily course of business, and (ii) the debts which have been disclosed to Party A and for which written consents from Party A have been obtained;

(f)to normally operate businesses to maintain its assets value, and not to result in any materially adverse affect on its business operation and the value of its assets by any acts or omissions; and without prior written consent of Party A, not to change its businesses in any material respect;

(g)without prior written consent of Party A, not to enter into any material agreement except for the agreements entered into during the ordinary course of business (for the purpose of this section, an agreement or a series of related agreements should be deemed as a material agreement if the amount of which exceeds RMB 2,000,000);

(h)without prior written consent of Party A, not to provide any loan, credit or guatantee to anyone;

(i)at the request of Party A, to provide all materials related to its business and financial conditions to Party A;

(j)without prior written consent of Party A, not to merge or associate with any entity, or acquire any entity or invest in any entity;

(k)to promptly inform Party A of any existing or potential litigation, arbitration, or administrative proceedings in relation to its assets, business or revenues;

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(l)in order to maintain its ownership of all its assets, to execute all necessary or appropriate documents, commence all necessary or appropriate claims, or make all necessary or proper defences to all claims;

(m)without prior written consent of Party A, not to distribute any dividends to its shareholders in any form, nevertheless upon request of Party A, immediately to distribute all payable dividends to the shareholders; and

(n)at the request of Party A, to appoint the person designated by Party A to be its executive director.

4.2.2Party A covenants and undertakes to Party B and Party C that:

it will bear all fees and other expenditure arising from executing and performing this Agreement and any other relevant documents required therefore, including but not limited to legal fees, costs, stamp tax and any other taxes and charges. If Party B and Party C shall pay any fees and other expenditure in accordance with the laws or the relevant contracts, Party A shall fully indemnify such fees and other expenditure paid by Party B and Party C.

ARTICLE 5: BREACH

Upon the execution of this Agreement, failure by either party to perform other obligations in this Agreement and any untrue representations or warranties shall be deemed as a breach of this Agreement.  The defaulting party shall compensate all the loss suffered by the innocent party caused by the breach of this Agreement.

ARTICLE 6: GOVERNING LAW AND DISPUTE SETTLEMENT

6.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

6.2Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Parties. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each Party can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

ARTICLE 7: TERM OF AGREEMENT

The term of this Agreement shall be ten (10) years, and may be extended by another ten (10) years at the request of Party A.

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ARTICLE 8: CONFIDENTIALITY

No party to this Agreement shall publicize, divulge or disclose any information regarding this Agreement, the transaction under this Agreement, or the identity of the other party, unless the other party gives a written consent in advance.

ARTICLE 9: MISCELLANEOUS

9.1No amendment or modification to this Agreement shall be valid unless made in writing and executed by the Parties.

9.2The attachments of this Agreement are part of and have the same effectiveness with this Agreement.

9.3Notices

9.3.1Unless otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mall, e-mail, facsimile or registered mail to the following correspondence addresses:

Party A	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
ZiP code	100101
Telephone	57418020
Facsimile	57418020
Contact Person	Liu Hanyu
E-mail	uhanyu@gmail.com
Party B	Xu Maodong
Address
Zip code
Telephone
Facsimile
E-mail
Party C	Xu Tianqing
Address
Zip code
Telephone
Facsimile
E-mail

9.3.2Notices and correspondences shall be deemed to have been effectively delivered:

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(1)at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

(2)on the date that the receiving Party signs for the document, if delivered in person (including express mail);

(3)on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

(4)on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

9.4This Agreement shall be binding on the successors of the Parties and the assigns as designated by Party A.

9.5The Parties may, upon mutual agreement, conclude supplementary agreements regarding any issues not covered in this Agreement. The supplementary agreements shall be of equal force with this Agreement.

9.6This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in three (3) originals with one (1) original each for Party A, Party B and Party C.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

9

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

SIGNED by

For and on behalf of

Party A: Beijing Wowo Shi Jie Information & Technology Co., Ltd.

SIGNED by

Party B: Xu Maodong

SIGNED by

Party C: Xu Tianqing

10

Annex

SHARE TRANSFER AGREEMENT

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is entered into as of [                      ] in Beijing by and between the following parties:

Transferor:Name: [  ]

ID No.: [  ]

Transferee: Beijing Wowo Shi Jie Information & Technology Co., Ltd. (the “Transferee”)

(the Transferors and the Transferee collectively the “Parties”)

WHEREAS

(1)The Transferors holds [  ] % shares in [  ].

(2)The Transferor desires to transfer to the Transferee all his/her [  ]% shares in [  ], and the Transferee agrees to accept such transfers under the terms and conditions of this Agreement.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

Article 1: TRANSFER OF EQUITY INTEREST

1.1Transfer Agreement

1.1.1Subject to the terms and conditions of this Agreement, the Transferors hereby agree to transfer [  ]%  shares they held in [  ] to the Transferee (the “Transfer”) at the Effective Date of this Agreement (as defined in Article 5.1 below) as of the Effective Date of this Agreement, and acquires all the related rights and interests accordingly.

1.1.2The Transferors and the Transferee have entered into a shares pledge agreement as of May 31, 2011, under which the Transferors in favor of Party A pledged the entire shares asheld by them in [  ]. Upon the execution of the Transfer in accordance with this Agreement, the portion of the pledge over the shares as transferred will disappear and the shares in pledge will be reduced in the same proportion.

1.2Transfer Price

The purchase price of the [   ]% shares is RMB[   ].

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Article 2: CLOSING

2.1Subject to terms and conditions of this Agreement, the closing of the Transfer involved in this Agreement (“Closing”) shall be deemed as having accompished at the Effective Date of this Agreement.

2.2The Transferors shall submit to the Transferee any and all legal documents with respect to the Transfer being referred hererto at the Effective Date of this Agreement, in a way satisfactory to  the Transferee formally and virtually.

2.3The Parties of this Agreement hereby agree that, with respect to the Transfer hereunder, the Transferors shall be responsible to file with the original registration authority of [  ] for the purpose of all necessary registration change within thirty (30) days after the execution of this Agreement, and the Transferee shall offer necessary assistance and cooperation at the same time.

Article 3: REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of the Transferors

The Transferors hereby make following representations and warranties to the Transferee,

3.1.1The Transferors have full legal power and authority to sign and execute this Agreement and transfer the shares referred to under this Agreement. The Transferors have taken all proper and necessary actions for the Transfer referred to under this Agreement. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to the Transferors, and shall be enforceable against the Transferors according to its terms.

3.1.2In any event, the liabilities of the Transferors to [  ] and the Transferee are limited to the shares as each held thereby.

3.1.3The representations and warranties hereby made by the Transferors are true and accurate in all aspects at the Effective Date of this Agreement.

3.1.4Upon the effectiveness of this Agreement, the Transferors shall be responsible to effect all necessary internal and external procedures in respect of the Transfer, including but not limited to, signing resolutions of the shareholders’ meeting and making related registration change and filings.

3.2Representations and Warranties of the Transferee

The Transferee hereby makes the following representations and warranties to the Transferors,

3.2.1The Transferee has full legal power and authority to sign and execute this Agreement and carry out the Transfer hereunder. Upon the signing of this Agreement, it constitutes a legal, valid and binding obligation to

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the Transferee, and will be enforceable against the Transferee according to its terms.

3.2.2The liabilities of the Transferors to [  ] and the Transferee are limited to the shares as each held thereby before or after the Effective Date of this Agreement.

3.2.3The representations and warranties hereby made by the Transferee are true and accurate in all aspects at the Effective Date of this Agreement.

3.2.4Upon the effectiveness of this Agreement, the Transferee shall offer necessary assistance and cooperation to the Transferors for them to perform the obligations referred to in Article 3.1.4.

Article 4: THE CONTINUOUS EFFECTIVENESS OF WARRANTIES; COMPENSATION

4.1The Continuous Effectiveness of Warranties

The representations and warranties made by the Transferors and the Transferee respectively and any certificate or other documents submitted previously shall not be seen as waiver or be impacted as a result of any adjustment made by the Transferors and the Transferee and each of representations and warranties shall be continuous effective after the Closing.

4.2Compensation

If the Transferee or the Transferors bear any cost, expense, liability or loss owing to the Transferors or the Transferee violating this Agreement before the Effective Date of this Agreement, the defaulting party shall make compensation to the non-defaulting party and make the non-defaulting party free with any cost, expense, liability or loss incurred because of the foregoing reason.

Article 5: MISCELLANEOUS

5.1Effective Date of this Agreement

This Agreement shall take effect as of the date of execution by the Parties or their respective authorized representatives.

5.2Governing Law and Disputes Resolution

5.2.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

5.2.2Any disputes arising from or relating to this Agreement shall be resolved through consultation in good faith by the Parties. In case of a failure to reach an agreement through such consultation, the Parties agree to submit the disputes to China International Economics and

3

Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

5.3Language and Version

This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement has six (6) originals with each of the Transferors and the Transferee keeping one original. Other originals of this Agreement shall be used in relation to conducting necessary changing registration procedures.

[THE REMAINDER OF THIS PAGE IS INTENTIOANLLY LEFT BLANK]

4

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

The Transferor:

Name: [  ]

Signature:

The Transferee:

SIGNED by

For and on behalf of

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

5

Exhibit 10.13

EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT

BY AND BETWEEN

Beijing Yi You Bao Information & Technology Co., Ltd.

AND

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

MAY 31, 2011

TABLE OF CONTENTS
ARTICLE 1:	DEFINITION	1
ARTICLE 2:	SERVICES	2
ARTICLE 3:	SERVICE FEE	3
ARTICLE 4:	WORK PRODUCT, INTELLECTUAL PROPERTY AND KNOW-HOW	4
ARTICLE 5:	REPRESENTATIONS AND WARRANTIES	4
ARTICLE 6:	SPECIAL UNDERTAKINGS BY PARTY A	5
ARTICLE 7:	INDEMNIFICATION	5
ARTICLE 8:	CONFIDENTIALITY	5
ARTICLE 9:	FORCE MAJEURE	6
ARTICLE 10:	TERM OF AGREEMENT	6
ARTICLE 11:	NOTICE	7
ARTICLE 12:	DEFAULT LIABILITY	7
ARTICLE 13:	MISCELLANEOUS	7

EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT

THIS EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT (this “Agreement”) is entered into in Beijing as of the 31st day of May, 2011 by and between the following two Parties:

(1)Beijing Yi You Bao Information & Technology Co., Ltd. (hereinafter “Party A”), with its registered address: Office B-421, 4/F, Unit 2, Nong Da South Road No. 1, Haidian District, Beijing; and

(2)Beijing Wowo Shi Jie Information & Technology Co., Ltd. (hereinafter “Party B”), with its registered address: Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing; and

for the purpose of this Agreement, the reference to Party A hereinafter shall mean Party A and each of its subsidiaries and/or any companies or other entities as controlled thereby.

(Party A and Party B individually being referred to as a “Party” and collectively the “Parties”).

WHEREAS:

(1)Party A is a company with its business scope of technology development, marketing, transfer, consultancy, and service, technical consultancy and service, design, produce, agency, and advertising.

(2)Party B is a company with its business scope of research and development of computer software and hardware, technical development, service, and consultancy for information system and computer internet, sale of self-developed products, and transfer of self-owned technology.

(3)Party A wishes to engage Party B to provide to it related services, and Party B agrees to provide Party A with necessary technical support and assistance.

The Parties hereby agree upon mutual friendly consultations, as follows:

Article 1: Definition

1.1Except as otherwise construed in the terms or context hereof, the following terms in this Agreement shall be interpreted to have the following meanings:

“Party A’s Business” shall mean any and all businesses engaged in and developed by Party A currently and at any time during the valid term hereof.

“Services” shall mean the services to be provided by Party B exclusively to Party A, which are related to Party A’s Business, with a technical platform combining software and hardware as well as relevant technical support and maintenance services, including but not limited to:

1

1.1.1provision of system solutions for internet websites operations;

1.1.2provision of the rights to use computer and network hardware equipment necessary for Party A’s Business;

1.1.3daily management, maintenance and upgrading of the network sever and databases;

1.1.4development, maintenance and upgrading of the related applied software; and

1.1.5other related technical and consultancy services in relation to or required by Party A’s Business.

“Annual Business Plan” shall mean the development plan and budget report for Party A’s Business in the next year which is prepared by Party A with the assistance of Party B pursuant to this Agreement.

“Service Fee” shall mean all fees to be paid by Party A to Party B pursuant to Article 3 of this Agreement in respect of the Services provided by Party B.

“Equipment” shall mean any and all equipment owned by Party B or purchased by Party B from time to time for the purpose of provision of the Services.

“Business Income” shall mean the aggregate of all main business incomes and other business incomes as confirmed by Party A in the process of its business operations (before the deduction of related costs, fees and taxes).

1.2The references to any laws and regulations (hereinafter the “Law”) herein shall be deemed (1) to include the references to the amendments, changes, supplements and reenactments of such Law, irrespective of whether they take effect before or after the formation of this Agreement; and (2) to include the references to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

1.3Except as otherwise stated in the context herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.

Article 2: Services

2.1Party B shall provide the Services to Party A pursuant to this Agreement, and Party A shall accept the Services provided by Party B and shall endeavor to cooperate with Party B in Party B’s provision of the Services.

2.2Party B shall procure various equipment reasonably necessary for the provision of the Services and shall purchase and procure new equipment in accordance with Party A’s Annual Business Plan, as to meet with the demand for its provision of quality Services.

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2.3At the request of Party B, Party A Shall discuss and decide with Party B prior to November 30 each year the Annual Business Plan of Party A for the next year, as for Party B to make appropriate arrangement for its Services plan and purchase necessary equipment. In case that Party A needs Party B to purchase new equipment contingently. Party A shall discuss the same with Party B fifteen (15) days in advance and obtain Party B’s consent thereto.

2.4The Services provided by Party B hereunder shall be of an exclusive nature. During the valid term hereof, without Party B’s prior written consent, Party A shall not enter into any agreement with any other third party as to engage such third party to provide to Party A services identical or similar to the Services provided by Party B.

Article 3: Service Fee

3.1In respect of the Services to be provided by Party B pursuant to Article 2 hereof, at the request of Party B, Party A agrees to pay to Party B pursuant to 3.2 hereof the Service Fee as follows:

3.1.1a performance fee equivalent to 5% of the total revenue of Party A in the current year;

3.1.2depreciation amount on equipment to be determined by accounting rules of China; and

3.1.3annual service fee: this fee is total business incomes of the whole year minus fees of 3.1.1 and 3.1.2; whereas the amount of 3.1.1, 3.1.2 and 3.1.3 exceed total net profit of the whole year of Party A, the annual service fee payable from Party A to Party B is limited to total net profit of Party A. Party B has the right to set and revise annually this service fee unilaterally with reference to the performance of Party A.

3.2At the request of Party B, Party A shall pay the Service Fee to Party B on a quarterly basis. Prior to January 31, April 30, July 31 and October 31 each year, Party A shall pay to Party B the performance fee set out in 3.1 according to the percentage set out in the preceding Article and the amount of Party A’s total business income in the preceding three (3) months; after the end of each of Party A’s accounting years, Party A and Party B shall, on the basis of Party A’s total annual business income in the preceding year which is mutually accepted by the Parties, carry out the overall examination and verification on the Service Fee actually payable by Party A, and shall make corresponding payment adjustment within thirty (30) days of the commencement of the next accounting year.

3.3Party A shall, according to the provisions of this Article, pay all Service Fees in a timely manner into the bank account designated by Party B. In case that Party B is to change its bank account, it shall notify Party A in writing of such change seven (7) working days in advance.

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3.4Upon expiration or termination of this Agreement, Party A shall, within thirty (30) days of the date of the expiration or termination of this Agreement, pay all the remaining part of the Service Fee to Party B.

3.5Party A shall, according to the provisions of Article 3 hereof, provide Party B with the true information concerning its business income, and shall pay the full amount of the Service Fee to Party B in a timely manner; at the request of Party B, Party A shall permit Party B to review and examine its financial records, as to verify the amount of its business income.

Article 4: Work Product, Intellectual Property and Know-how

4.1Both Parties acknowledge that all work products, intellectual property and know-how involved or generated in the process of Party B’s provision of the Services shall belong to Party B, but not including the followings:

4.1.1intellectual property legally owned by any third party, which Party A or Party B has obtained legally the right to use through license or otherwise;

4.1.2customer information obtained during the process of Party A’s Business; such customer information shall belong to Party A and Party B jointly; and

4.1.3issues agreed to otherwise between the Parties in writing.

Article 5: Representations and Warranties

5.1Party A represents and warrants hereby as follows:

5.1.1it is a company of limited liabilities duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.1.2it has full corporate power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions.

5.1.3it has obtained complete business permits as necessary for its operations upon this Agreement taking effect, and it has sufficient rights and qualifications to operate within PRC the businesses of technology development and transfer, technology consultancy and service, enterprise management consultancy, and design, integration,

4

installation, and adjustment of computer system and other Party A’s Business it is currently engaged in.

5.2Party B represents and warrants hereby as follows:

5.2.1it is a company of limited liabilities duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently as a subject of actions.

5.2.2it has full corporate power and authorization to execute and deliver this Agreement and all the other documents to be entered into by it in relation to the transaction referred to herein, and it has the full power and authorization to complete the transaction referred to herein. This Agreement shall be executed and delivered by it legally and properly. This Agreement constitutes the legal and binding obligations on it and is enforceable on it in accordance with its terms and conditions.

Article 6: Special Undertakings by Party A

Party A hereby undertakes as follows:

6.1it must take all necessary measures during the term of this Agreement to obtain promptly all the business permits requisite under the then applicable Law and necessary for the purpose of Party A’s Business operation, and to keep all the business permits to remain in effect at any time.

6.2It must make all its efforts during the term of this Agreement to develop Party A’s Business, as to maximize the profits.

6.3Party A must respect Party B’s work product and intellectual property, and shall take all necessary or practical measures to protect Party B’s work product and intellectual property during the term of this Agreement.

Article 7: Indemnification

At the request of Party B, Party A agrees that it shall indemnify and keep Party B harmless from any and all losses Party B suffers or may suffer as the result of the execution and performance hereof and of Party A’s Business, including but not limited to any loss arising from any litigation, repayment pursuit, arbitration, claims lodged by any third party or administration investigations and/or penalties by government authorities against it in relation to Party A’s Business; provided that losses due to Party B’s willful or gross fault shall be excluded from such indemnification.

Article 8: Confidentiality

8.1Notwithstanding the termination of this Agreement, Party A shall be obliged to keep in confidence (i) the execution, performance and the contents of this

5

Agreement; (ii) the commercial secret, proprietary information and customer information in relation to Party B known to or received by it as the result of execution and performance of this Agreement; and (iii) the customer information and other non-public information jointly owned by it with Party B (hereinafter collectively the “Confidential Information”). Party A may use such Confidential Information only for the purpose of performing its obligations under this Agreement. Party A shall not disclose the above Confidential Information to any third parties without the written consent from Party B, or Party A shall bear the default liability and indemnify the losses.

8.2Upon termination of this Agreement, Party A shall, upon demand by Party B, return, destroy or otherwise dispose of all the documents, materials or software containing the Confidential Information and suspend using such Confidential Information.

8.3Notwithstanding any other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Article 9: Force Majeure

In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole in the design of tooling software, computer system or internet encountering a hacker, invasion or disastrous spreading of computer virus, affection by the technical adjustment of telecommunication departments, temporary close-down of websites due to government supervision, or change of policies or laws, and other unforeseeable or unpreventable or unavoidable event of force majeure, which directly prevents a Party from performing this Agreement or performing the same on the agreed condition, the Party encountering such a force majeure event shall forthwith issue a notice by a facsimile and, within thirty (30) days, present the documents proving the details of such force majeure event and the reasons for which this Agreement is unable to be performed or is required to be postponed in its performance, and such proving documents shall be issued by the notarial office of the area where such force majeure event takes place. The Parties shall consult each other and decide whether this Agreement shall be waived in part or postponed in its performance with regard to the extent of impact of such force majeure event on the performance of this Agreement. No Party shall be liable to compensate for the economic losses brought to the other Party by the force majeure event.

Article 10: Term of Agreement

10.1This Agreement shall take effect as of the date of formal execution by the Parties, and the term of this Agreement shall be ten (10) years unless earlier terminated as set forth in 10.2 of this Agreement or other written agreements entered into by the Parties.This Agreement shall be extended automatically by another ten (10) years upon the written confirmation by Party B before the expiry of this Agreement.

10.2During the term of this Agreement, Party A may not terminate this Agreement except in the case of Party B’s gross negligence, fraud, or other illegal action or bankruptcy or termination of Party B, and in the event of bankruptcy or

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termination of Party A before the expiry of this Agreement, this Agreement shall be terminated automatically. Notwithstanding the above, Party B may terminate this Agreement with issuing a written notice to Party A thirty (30) days in advance.

Article 11: Notice

11.1Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant Party.

11.2The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.

Article 12: Default Liability

12.1The Parties agree and confirm that, if any Party (hereinafter the “Defaulting Party”) breaches substantially any of the agreements made under this Agreement, or fails substantially to perform any of the obligations under this Agreement, such a breach shall constitute a default under this Agreement (hereinafter a “Default”), then the non-defaulting Party (hereinafter the “Non-defaulting Party”) shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the other Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then (1) in case of Party A being the Defaulting Party, Party B shall have the right to terminate this Agreement and require the Defaulting Party to indemnify it for the damage; (2) in case of Party B being the Defaulting Party, the Non-defaulting Party shall have the right to terminate this Agreement and require the Defaulting Party to indemnify it for the damage, and under no circumstances shall the Non-defaulting Party have the right to terminate or dissolve this Agreement or the authorization under this Agreement.

12.2Notwithstanding any other provisions herein, the validity of this Article shall stand disregarding the suspension or termination of this Agreement.

Article 13: Miscellaneous

13.1This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in two (2) originals with one (1) original each for involved Party.

13.2The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to the PRC Laws.

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13.3Any disputes arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon the Parties.

13.4Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.

13.5Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter the “Party’s Rights”) shall not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party’s Rights shall not preclude such Party from exercising such rights in any other way and exercising the remaining part of the Party’s Rights.

13.6The titles of the Articles contained herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions hereof.

13.7Each provision contained herein shall be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as a result thereof.

13.8Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement.

13.9It is agreed by Party A that without any consent from Party A, Party B may assign its rights and/or obligations hereunder to any third parties with prior notice to Party A. Party A may not assign any of its rights and/or obligations hereunder to any third parties without the prior written consent from Party B.

13.10This Agreement shall be binding on the legal successors of the Parties.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

8

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

Beijing Yi You Bao Information & Technology Co., Ltd.

Signed by:

Name:

Position:

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Signed by:

Name:

Position:

9

Exhibit 10.14

SHARES PLEDGE AGREEMENT

BY AND AMONG

Beijing Wowo Shi Jie Information & Technology Co., Ltd.

AS PLEDGEE

AND

XU MAODONG AND XU TIANQING

AS PLEDGORS

MAY 31, 2011

TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS	1
ARTICLE 2: PLEDGE	2
ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE	3
ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS	3
ARTICLE 5: REPRESENTATIONS AND WARRANTIES	3
ARTICLE 6: COVENANTS AND UNDERTAKINGS	4
ARTICLE 7: EVENT OF DEFAULT	6
ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE	7
ARTICLE 9: TRANSFER OR ASSIGNMENT	7
ARTICLE 10: TERMINATION AND SEVERABILITY	8
ARTICLE 11: FEES AND OTHER EXPENDITURE	8
ARTICLE 12: FORTH MAJEURE	8
ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT	8
ARTICLE 14: NOTICE	9
ARTICLE 15: VERSION	10

SHARES PLEDGE AGREEMENT

THIS SHARES PLEDGE AGREEMENT (this “Agreement”), is entered into as of the 31st day of May, 2011 in Beijing, the People’s Republic of China (the “PRC”)by and between the following parties:

Pledgee:	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address:	Building 36, Yi No.108, Beiyuan Road, Chaoyang District, Beijing
Pledgor:	Xu Maodong
	ID No.: 420106196712023614
	Xu Tianqing
	ID No.: 372802196001252912
(Xu Maodong and Xu Tianqing collectively the “Pledgors”)

WHEREAS

(1)The Pledgors own all equity interest in Beijing Yi You Bao Information & Technology Co., Ltd. (“Yi You Bao”), where Xu Maodong holds 60% shares and Xu Tianqing holds 40% shares.

(2)The Pledgee is a wholly foreign-owned enterprise registered in Beijing, the PRC, a wholly owned subsidiary of Wowo Holding Limited (HK).

(3)The Pledgee and the Pledgors entered into option agreements dated as of the even date hereof (hereinafter the “Option Agreement”). The Pledgee entered into an exclusive technical support service agreement with Yi You Bao as of the even date hereof (hereinafter the “Exclusive Technical Support Service Agreement”).

(4)The Pledgee shall appoint all personnel in operating Yi You Bao and assume management responsibilities of Yi You Bao.

(5)In order to make sure the performance of all the obligations by Yi You Bao and the Pledgors under the abovementioned Exclusive Technical Support Service Agreement, and Option Agreement (collectively, the “Agreement Obligations”), the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in Yi You Bao as a security of Secured Indebtedness including the Agreement Obligations.

THE PLEDGORS AND THE PLEDGEE THEREFORE AGREE AS FOLLOWS:

ARTICLE 1: DEFINITIONS

Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

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1.1Pledge means the full content of Article 2 hereunder.

1.2Shares means the shares in Yi You Bao held by the Pledgors. In order to avoid any indoubtness, the Shares hereof refer to all of the shares in Yi You Bao held by the Pledgors at any time, to wit, after the date hereof if there is any increase or other changes with respect to the shares in Yi You Bao held by the Pledgors, such shares after increased or changed shall be deemed to be the Shares in Pledge under this Agreement.

1.3Term of Pledge means the period provided under Article 3.2 hereunder.

1.4Event of Default means any event in accordance with Article 7 hereunder.

1.5Notice of Default means the notice of default issued by the Pledgee in accordance with this Agreement.

1.6Option means the option granted by the Pledgors to the Pledgee in the Option Agreement in favor of the Pledgee to purchase the Shares exclusively.

1.7The PRC means the People’s Republic of China.

1.8Secured Indebtedness means all the obligations of Yi You Bao under the Exclusive Technical Support Service Agreement, and the obligations of the Pledgors under the Option Agreement, including but not limited to the repayment of service fees, liquidated damages, compensations and other expenses incurred by the Pledgee in connection with the exercise of Pledge.

1.9Except as otherwise stated in the context herein, all references herein to this Agreement or any other agreements or documents shall be interpreted as to refer to the amendments, changes, replacements or supplements already made or to be made from time to time, to or of this Agreement or, as the case may be, such other agreements or documents.

ARTICLE 2: PLEDGE

2.1The Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective shares in Yi You Bao to secure all and any Secured Indebtedness.

2.2In order to avoid any indoubtness, despite of the disappearance of party of the Secured Indebtedness, the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security interest in all of their respective Shares in Yi You Bao as a security of the remaining part of the Secured Indebtedness in accordance with the provisions of this Agreement.

2.3Within the effective period of this Agreement, in case that the Pledgee exercise the Option and therefore obtains all or part of the Shares, the relative Pledge over that part of Share disappear in proportion as of the execution date of the Shares transfer and the Shares pledged by the Pledgors reduce in the same

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proportion. The Pledgee and the Pledgors shall effect the registration, or changing registration or record, as set forth in Article 4.2 hereunder, with the competent administration for industry and commerce.

2.4The Pledge under this Agreement refers to the preferential rights enjoyed by the Pledgee in receiving proceeds from auction or sale of the Shares pledged by the Pledgors to the Pledgee

ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE

3.1The effectiveness of this Agreement

This Agreement shall become effective upon the execution by the respective duly authorized representatives of the Pledgee and the Pledgors.

3.2The term of Pledge

The term of Pledge is equal to the term of the Option Agreement.

ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS

4.1During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the certificate of capital contribution and the name list of shareholders of Yi You Bao to the Pledgee within one (1) week as of the date of execution of this Agreement.

4.2The Pledgors and the Pledgee hereby agree to effect the registration or record of Pledge herein with the competent administration for industry and commerce at the earliest practicable date (in any event not later than twenty (20) days as of the date hereof). After the completion of such Pledge registration, in case of the changes with respect to the Shares respectively held by the Pledgors resulting from any changes to the registered capital or share structure of Yi You Bao, the Pledgors and the Pledgee shall effect the alteration registration or record of Pledge with the competent administration for industry and commerce within twenty (20) days after the completion of the registration of the abovementioned Shares changes.

4.3The Pledgee is entitled to collect dividends and other distributions (in cash or non-cash) of the Shares during the Term of Pledge.

ARTICLE 5: REPRESENTATIONS AND WARRANTIES

5.1The Pledgee and the Pledgors severally represent and warrant to each other that:

5.1.1it has the full power and authority to enter into this Agreement;

5.1.2its signing of this Agreement or fulfilling of any of its obligations hereunder does not violate any laws, regulations and contracts to which it is bound, or require any government authorization or approval;

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5.1.3there is no lawsuit, arbitration or other legal or government procedures pending which, based on its knowledge, shall materially and adversely affect this Agreement and the performance thereof;

5.1.4it has disclosed to other Parties all documents issued by any government department that might cause a material adverse effect on the performance of its obligations under this Agreement; and

5.1.5in any event, the liabilities of Party B or Party C to Yi You Bao and Party A are limited to the Shares as each held thereby.

5.2The Pledgors especially represent and warrant to the Pledgee that:

5.2.1The Pledgors are the legal owners of the Shares. The Pledgors do not pledge or encumber the Shares to any other person except for the Pledgee.

5.2.2The Pledgee shall not be interfered by any other party at any time once the Pledgee obtains the right to exercise the rights of the Pledge in accordance with this Agreement.

5.2.3The Pledgee shall be entitled to dispose of and transfer or assign the Pledge in accordance with this Agreement.

ARTICLE 6: COVENANTS AND UNDERTAKINGS

6.1The Pledgors separately and jointly covenant and undertake to the Pledgee that:

6.1.1During the effective term of this Agreement, the Pledgors promise to the Pledgee for the benefit of the Pledgee that the Pledgors shall:

(1)not transfer or assign the Shares, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee except for the share transfer caused by the execution of the Option by the Pledgee;

(2)comply with laws and regulations with respect to the pledge of rights;

(3)notify the Pledgee in a timely manner of any events or any received notices which may affect the Shares or any part of their rights, and any events or any received notices which may change the Pledgors’ any covenant and obligations under this Agreement or which may affect the Pledgors’ performance of their obligations under this Agreement.

6.1.2The Pledgors agree that the right of exercising the Pledge obtained by

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the Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or any successors of the Pledgors or any person authorized by the Pledgors or any other person.

6.1.3Where an exercise by the Pledgee of the Pledge in accordance with Article 8 hereof leads to a share transfer, the Pledgors hereby undertake separately and/or jointly that they waive the priority purchase right they enjoy with respect to the Shares transferred.

6.1.4The Pledgors warrant to the Pledgee that in order to protect or perfect the security over the payment of the Loan, the Pledgors execute in good faith and cause other parties who have interests in the Pledge to execute all the title certificates, contracts, and or perform and cause other parties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement, and execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person designed by the Pledgee, and provide all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within a reasonable time period.

6.1.5Any distribution received by the Pledgors as shareholders of Yi You Bao would have to be fully remitted to the Pledgee immediately.

6.1.6The Pledgors covenant to the Pledgee that the Pledgors will comply with and perform all the guarantees, covenants, agreements, representations and conditions for the benefits of the Pledgee. If the Pledgors do not perform or do not fully perform its guarantees, covenants, agreements, representations and conditions, the Pledgors shall compensate all the losses therefore suffered by the Pledgee.

6.1.7The Pledgors warrant to the Pledgee that the Pledgors will bear joint and several guarantee liabilities for the obligations thereof under this Agreement.

6.2The Pledgee covenants and undertakes to the Pledgors that:

6.2.1The Pledgee shall strictly comply with the applicable PRC laws and ensure that the management and operation of the Pledgee and Yi You Bao shall not violate the regulations and requirements as set forth by the authorities of administration for commerce and industry, tax, telecommunication, culture, quality and technology supervision, labor protection, social security and other governmental departments.

6.2.2The Pledgee shall hold harmless the Pledgors against any punishments, damages, losses, liabilities, claims and expenses as well as any related litigations, arbitrations or other legal or administrative proceedings as a result of business operation by the Pledgee or Yi You Bao and the Pledgee further warrants to the Pledgors that it shall indemnify the Pledgors against any punishments, damages, losses, liabilities, claims

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and expenses incurred as a result of business operation by the Pledgee or Yi You Bao and bear all expenses in such indemnification efforts.

6.2.3The Pledgee shall provide necessary financial support to Yi You Bao to fund any losses incurred by Yi You Bao during the term of Pledge and not request for repayment if Yi You Bao is unable to do so.

ARTICLE 7: EVENT OF DEFAULT

7.1The following events shall be regarded as an event of default:

7.1.1The Pledgors or Yi You Bao fail(s) to fully perform any of the Secured Indebtedness in time under the Exclusive Technical Support Service Agreement or the Option Agreement;

7.1.2The Pledgors make any material misleading or fraudulent representations or warranties under Article 5 herein, and/or the Pledgors are in violation of any warranties under Article 5 herein;

7.1.3The Pledgors violate the covenants under Article 6 herein;

7.1.4The Pledgors violate any terms and conditions herein;

7.1.5The Pledgors’ any external loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled due date; or (2) are due but can not be repaid or performed as scheduled and thereby cause the Pledgee to deem that the Pledgors’ capacity to perform the obligations herein has been impacted;

7.1.6The Pledgors are incapable of repaying general debts or other debts;

7.1.7This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgors’ incapability of continuing to perform the obligations herein;

7.1.8Any approval, permits, licenses or authorization from the competent authority of the government needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended;

7.1.9The properties of the Pledgors are adversely changed and cause the Pledgee to deem that the capability of the Pledgors of performing the obligations herein has been impacted;

7.1.10The Pledgors default for the reason of violation of the obligations of act or omission under other terms herein;

7.1.11The Pledgors forgo the Shares or transfer or assign the Shares without prior written consent of the Pledgee, except as provided in the Option

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Agreement; or

7.1.12Other circumstances whereby the Pledgors are incapable of exercising the right to dispose of the Pledge in accordance with the related laws.

7.2The Pledgors shall give written notice to the Pledgee if the Pledgors are aware of or find that any event under Article 7.1 herein or any events that may result in the foregoing events have happened.

7.3Unless the event of default under Article 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens or thereafter, may give written notice of default to the Pledgors and require the Pledgors to immediately make full payment of the service fees or other fees, or dispose of the Pledge in accordance with Article 8 herein.

ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE

8.1The Pledgee shall give notice of default to the Pledgors when the Pledgee exercises the right of Pledge owing to the default by the Pledgors.

8.2Subject to Article 7.3, the Pledgee may exercise the right to dispose of the right of Pledge at any time when the Pledgee give notice of default in accordance with Article 7.3 or thereafter.

8.3The Pledgee is entitled to transfer or assign full or a portion of the Shares herein in accordance with legal procedure until the service fees or other fees is repaid.

8.4The Pledgors shall not hinder the Pledgee from disposing of the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee can realize the Pledge.

ARTICLE 9: TRANSFER OR ASSIGNMENT

9.1The Pledgors shall not donate or transfer his rights and obligations herein without prior written consent from the Pledgee.

9.2This Agreement shall be effective and binding upon the successors of each of the Pledgors and the Pledgee and the assigns as designated by the Pledgee.

9.3The Pledgee may transfer or assign all or any of his rights and obligations under the Exclusive Technical Support Service Agreement to any person (individual or legal entity) designated by him at any time. In this case, the assignee shall enjoy and undertake all rights and obligations herein of the Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or assigns the rights and obligations under the Exclusive Technical Support Service Agreement, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment upon the request of the Pledgee.

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9.4After the Pledgee is changed for the reason of the transfer or assignment, the parties to the changed pledge shall reexecute pledge contract.

ARTICLE 10: TERMINATION AND SEVERABILITY

10.1This Agreement shall not be terminated until the full execution of the Option by the Pledgee and thereafter the Pledgee shall revoke or terminate this Agreement within the earliest reasonably possible time period.

10.2If any of the terms of this Agreement is declared invalid, illegal or unenforceable in accordance with any applicable laws or regulations, the validity and enforceability of the other terms hereof shall nevertheless remain unaffected.

ARTICLE 11: FEES AND OTHER EXPENDITURE

The Pledgee shall be responsible for all the fees and other expenditure in relation to this Agreement including but not limited to legal fees, costs, stamp tax and any other taxes and charges. If the Pledgors shall pay any fees and other expenditure in accordance with the laws or the relevant contracts, the Pledgee shall fully indemnify such fees and other expenditure paid by the Pledgors.

ARTICLE 12: FORTH MAJEURE

12.1The event of force majeure refers to any event that the Pledgors and the Pledgee cannot reasonably foresee at the time of conclusion of this Agreement, and the consequences of which are neither avoidable nor conquerable, including without limitation, any action or inaction by the government or the armed forces, natural phenomena, earthquake, fire, water flood, riot or war.

12.2Neither the Pledgors nor the Pledgee to this Agreement shall be liable for its incapability of performing the whole or part of the obligations of this Agreement if such incapability of performance is attributable to an event of force majeure. However, the party that is affected by the event of force majeure and consequently incapable of performance shall notify the other party in writing the reason for such liability exemption within ten (10) days upon the occurrence of such event. Furthermore, the affected party shall make reasonable efforts to eliminate the impact of the event of force majeure.

ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT

13.1The conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of PRC.

13.2Any disputes arising from or relating to this Agreement shall be resolved through consultation by the Pledgors and the Pledgee. In case of a failure to reach an agreement through consultations within thirty (30) days of their occurrence, each of the Pledgors and the Pledgee can submit the disputes to China International Economics and Trade Arbitration Commission for arbitration in accordance with its Arbitration Rules in effect at the time of the

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arbitration. The arbitration shall be held in Beijing and the language used will be Chinese. The arbitral award shall be final and binding upon both the Pledgors and the Pledgee.

ARTICLE 14: NOTICE

14.1Unless otherwise designated in advance by the other party, any notices of other correspondences among the Parties in connection with the performance of this Agreement shall be delivered in person, by express mall, e-mail, facsimile or registered mail to the following correspondence addresses and fax numbers:

Party A	Beijing Wowo Shi Jie Information & Technology Co., Ltd.
Address	[  ]
ZiP code	[  ]
Telephone	[  ]
Facsimile	[  ]
Contact Person	[  ]
E-mail	[  ]
Party B	Xu Maodong
Address	[  ]
Zip code	[  ]
Telephone	[  ]
Facsimile	[  ]
E-mail	[  ]
Party C	Xu Tianqing
Address	[  ]
Zip code	[  ]
Telephone	[  ]
Facsimile	[  ]
E-mail	[  ]

14.2Notices and correspondences shall be deemed to have been effectively delivered:

14.2.1at the exact time displayed in the corresponding transmission record, if delivered by facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the place where it is received, in which case the date of receipt shall be deemed to be the following business day;

14.2.2on the date that the receiving party signs for the document, if delivered in person (including express mail);

14.2.3on the fifteenth (15th) day after the date shown on the registered mail receipt, if sent by registered mail;

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14.2.4on the successful printing by the sender of a transmission report evidencing the delivery of the relevant e-mail, if sent by e-mail.

ARTICLE 15: VERSION

15.1This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and sealed by the Pledgors and the Pledgee hereto.

15.2This Agreement shall be made in Chinese version with English translation. In case of discrepancies between the two versions, the Chinese version shall prevail. This Agreement shall be executed in five (5) originals with one (1) original each for the Pledgors and the Pledgee. Other originals of this Agreement shall be used in relation to conducting necessary registration procedures.

[THE REMAINDER OF THIS PAGE IS ITENTIONALLY LEFT BLANK]

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[EXECUTION PAGE]

IN WITNESS WHEREOF, the Pledgee and the Pledgors or their respective authorized representatives have caused this Agreement to be executed as of the date and in the place first here above mentioned.

SIGNED by

For and on behalf of

Pledgee: Beijing Wowo Shi Jie Information & Technology Co., Ltd.

Pledgor:

Signature:

Name: Xu Maodong

Signature:

Name: Xu Tianqing

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Exhibit 10.15

Execution

DATED             2011

NEW FIELD WORLDWIDE LTD

And

THE PERSONS listed on Schedule 1

And

ZERO2IPO CHINA FUND II, L.P.

NOTE PURCHASE AGREEMENT

relating to

New Field Worldwide Ltd

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CONTENTS

1.DEFINITION AND INTERPRETATION	4
2.ISSUE AND SUBSCRIPTION OF THE NOTE	8
3.CONDITIONS TO CLOSING OF THE PURCHASER	8
4.CONDITIONS TO CLOSING OF THE COMPANY	9
5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY	9
6.REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	11
7.COVENANTS OF THE COMPANY	12
8.COVENANTS OF THE OWNERS	15
9.FURTHER ACTION	15
10.MISCELLANEOUS	16

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”), dated [      ] April 2011, is entered into by and among:

(A)NEW FIELD WORLDWIDE LTD, a company duly incorporated and validly exists under the laws of British Virgin Islands (the “Company”);

(B)THE PERSONS listed on Schedule 1 attached hereto, the current legal and beneficial owners of the Company (each a “Owner” and collectively the “Owners”); and

(C)ZERO2IPO CHINA FUND II, L.P., a company duly incorporated and validly exists under the laws of [British Virgin Islands] (the “Purchaser”).

(The Company, the Owners and the Purchaser shall be referred to individually as a “Party” and collectively as the “Parties”.)

RECITALS

WHEREAS

(A)The Company intends to sell to the Purchaser and the Purchaser intends to purchase from the Company certain amount of preferred shares of the Company based on the Company’s pre-money valuation of US$295,000,000 and post-money valuation of US$300,000,000, and other terms and conditions provided therein (“Transaction” or “Series A Financing”).

(B)The Parties intend to consummate the Transaction by negotiating and entering into a definitive preferred share purchase agreement (the “Preferred Share Purchase Agreement”).

(C)The Purchaser agrees to provide certain financial support to the Company before the execution of the Share Purchase Agreement.

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(D)On the terms and subject to the conditions set forth herein, the Purchaser is willing to purchase from the Company, and the Company is willing to sell to the Purchaser, convertible promissory notes in the aggregate principal amount of US$5,000,000 convertible into Preferred Shares upon and subject to the terms and conditions set out herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, conditions and covenants set forth below, the Parties hereto, intending to be legally bound, hereby agree as follows:

1.DEFINITION AND INTERPRETATION

(a)In this Agreement (including the recitals, exhibits and schedules), the words and expressions set out below shall have the meanings attributed to them below unless the context otherwise requires:

“Agreement”	means this note purchase agreement;
“Affiliate”	means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person;
“Business Day”	means a day (other than Saturday) on which banks are open in Hong Kong for general banking business;
“Certificate”	means a certificate issued by the Company in respect of the Note in accordance with Section 2 and substantially in the form set out in Exhibit A.

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“Closing”	means completion of the transaction contemplated herein pursuant to Section 2.1 (b) and Schedule 2;
“Closing Date”	means the date of signing of this Agreement or such other date as agreed to in writing by all the parties to this Agreement;
“Conditions”	means the terms and conditions attached to the Certificate for the Note substantially in the form set out in Exhibit A (with such amendments thereto as the parties may agree), and a “Condition” refers to the relative numbered paragraph of the Conditions;
“Conversion Date”	means the date on which the Conversion Rights are exercised in accordance with Condition;
“Conversion Rights”	means the rights attached to the Note to convert the whole thereof into Conversion Shares pursuant to the Conditions;
“Conversion Shares”	means the Equity Securities to be issued by the Company upon exercise by the Purchaser of the Conversion Rights;
“Equity Securities”	shall mean any Preferred Shares of the Company, whether now authorized or not, and rights, options or warrants to purchase such preferred shares, or may become, convertible into or exchangeable for such Preferred Shares;
“Event of Default”	has the meaning given to that term in the Note;
“Hong Kong”	means the Hong Kong Special Administrative Region of the People’s Republic of China;
“Insolvency”	includes liquidation, winding up, bankruptcy and sequestration (whichever term may apply to the Issuer) or the equivalent in any

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	other jurisdiction to which the Company may be subject to;
“Material Adverse Effect”	shall mean a material adverse effect on (a) the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company and its Subsidiaries, taken as a whole; (b) the ability of the Company to pay or perform the obligations in accordance with the terms of the Note and to avoid an Event of Default; or (c) the rights and remedies of the Company under the Note;
“Maturity Date”	means the expiry date of the 9th calendar month of the date of issue of the Note or, if such date is not a Business Day, the next succeeding Business Day;
“Person”	mean any individual, entity or group, including, without limitation, any corporation, limited liability company, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization or governmental or regulatory authority;
“Preferred Shares”	means the redeemable convertible preference shares in the share capital of the Company
“Warranties”	means the representations, warranties and undertakings made by the Company, as contained in Clause 5;
“Note”	means the convertible promissory note to be issued by the Company in the principal amount of US$5,000,000 with the benefit of and subject to the provisions of the Conditions;
“Purchase Price”	means the face value of the Note, being US$5,000,000;
“Restructuring”	means [the set-up of the VIE structure] [Drafting Note: to be revised subject to the legal due diligence];
“Subsidiary”	shall mean, as of the relevant date of determination, with respect to any Person (the “Subject Entity”), (i) any Person (x) more than 50% of

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whose shares or other interests entitled to vote in the election of directors or (y) more than a 50% interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with International Financial Reporting Standards or U.S. Generally Accepted Accounting Principles, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary.

“US$” or “US Dollars”

means the lawful currency of the United States of America.

(b)Capitalized terms not otherwise defined herein shall have the meanings set forth in the form of Note attached hereto as Exhibit A.

(c)Except as otherwise expressly provided, expressions defined in the Companies Ordinance (Cap.32, the Laws of Hong Kong) have the same meaning in this Agreement.

(d)A reference to a statute or statutory provision includes a reference (i) to that statute or provision as from time to time modified or re-enacted; and (ii) to any orders, regulations, instruments or other subsidiary / subordinate legislation made under the relevant statute or statutory provision.

(e)Unless the context otherwise requires, (i) words in the singular include the plural, and vice versa; (ii) words importing any gender or the neuter include all genders and the neuter; and (iii) a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.

(f)A reference to a Clause or Schedule is to a clause or schedule (as the case may be) of or to this Agreement.

(g)The headings are for convenience only and do not affect interpretation.

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2.ISSUE AND SUBSCRIPTION OF THE NOTE

(a)Issuance of Note. At the Closing, the Company agrees to issue and sell to the Purchaser, and, subject to all of the terms and conditions hereof, the Purchaser agrees to purchase from the Company the Note at the Purchase Price.

(b)Closing. The Closing shall take place on the Closing Date (or such other date and place as the Parties may agree in writing) at such place as the Company and the Purchaser may determine, upon which each Party shall perform its respective obligations set out in Schedule 2.

3.CONDITIONS TO CLOSING OF THE PURCHASER

The Purchaser’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Purchaser:

(a)Representations and Warranties. The representations and warranties made by the Company in Section 5 hereunder shall have been true and correct when made, and shall remain true and correct on the Closing Date;

(b)Legal Requirements. At the Closing, the sale and issuance by the Company and the purchase by the Purchaser, of the Note shall be legally permitted by all laws and regulations to which the Purchaser or the Company is subject;

(c)Transaction Documents. The Company and certain other parties thereto (as applicable) shall have duly executed and delivered to the Purchaser the following documents (“Transaction Documents”):

i)this Agreement; and

ii)the Certificate for the Note;

(d)Authorization. The Purchaser shall have received a certified copy of the requisite corporate resolutions of the Company approving the transactions contemplated hereunder.

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4.CONDITIONS TO CLOSING OF THE COMPANY

The Company’s obligation to issue and sell the Note at the Closing is subject to the fulfillment by the Purchaser, on or prior to the Closing Date, of the following conditions, any of which may be waived in whole or in part by the Company:

(a)Representations and Warranties. The representations and warranties made by the Purchaser in Section 6 hereunder shall be true and correct when made, and shall be true and correct on the Closing Date;

(b)Legal Requirements. At the Closing, the sale and issuance by the Company and the purchase by the Purchaser, of the Note shall be legally permitted by all applicable laws and regulations to which the Purchaser or the Company is subject;

5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.1[Except as otherwise set forth in the Disclosure Schedule attached hereto as Exhibit B (the “Disclosure Schedule”)], the Company represents and warrants to the Purchaser that:

(a)Due Incorporation, Qualification, etc. The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect.

(b)Authority. The execution, delivery and performance by the Company of each Transaction Document to be executed by the Company and the consummation of the transactions contemplated thereby (i) are within the power of the Company; and (ii) have been duly authorized by all necessary actions on the part of the Company.

(c)Enforceability. Each Transaction Document executed, or to be executed, by the Company has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general

9

application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(d)Non-Contravention. The execution and delivery by the Company of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby do not and will not (i) violate the memorandum and articles of association of the Company or any material judgment, order, writ, decree, statute, rule or regulation applicable to the Company; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any Lien upon any property, asset or revenue of the Company (other than any Lien arising under the Transaction Documents) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

(e)Approvals. All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any governmental authority or other Person (including, without limitation, the shareholders of any Person) that are required in connection with the execution and delivery of the Transaction Documents executed by the Company and the performance and consummation of the transactions contemplated thereby have been obtained.

(f)No Violation or Default. None of the Company or its subsidiaries is in violation of or in default with respect to (i) its memorandum and articles of association or any material judgment, order, writ, decree, statute, rule or regulation applicable to such Person; or (ii) any material mortgage, indenture, agreement, instrument or contract to which such Person is a party or by which it is bound (nor is there any waiver in effect which, if not in effect, would result in such a violation or default), where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a Material Adverse Effect.

(g)No Material Adverse Effect. No event has occurred and no condition exists which could reasonably be expected to have a Material Adverse Effect.

(h)Accuracy of Information Furnished. None of the other certificates, statements or information contained furnished to the Purchaser by or on behalf of the Company or its subsidiaries in connection with the Transaction Documents contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(i)Full Disclosure. There is no material fact or circumstance that has not been disclosed to the Purchaser which (if disclosed) would reasonably to expected to materially and adversely affect the decision of the Purchaser to purchase the Note from the Company pursuant to the Transaction Documents.

(j)No Liens. Except for encumbrances arising in the ordinary course of the Company’s business operations, no Liens have existed or been created over any or all of the present or future business, undertaking, properties, Equity Securities or assets of the Company.

(k)Sufficient Authorized Share Capital. The Company will on conversion of the Note in accordance with the Conditions have sufficient authorized share capital to satisfy the exercise of the Conversion Rights in full in accordance with the Conditions.

5.2The Company shall be deemed to have repeated all the Warranties on the basis that such Warranties will at all times from the date of this Agreement up to and including the date of Closing be true complete and accurate in all respects and such Warranties shall have effect as if given at Closing as well as the date of this Agreement.

5.3The Company hereby agrees and acknowledges that the Purchaser is entering into the Transaction Documents in reliance upon the Company’s representations and warranties set out in this Section 5, and hereby agrees and undertakes to promptly notify the Purchaser of any event or circumstance which may render any of such representations and warranties untrue, inaccurate or misleading in any material respect.

6.REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company upon the acquisition of the Note as follows:

(a)Due Incorporation, Qualification, etc. The Purchaser (i) is a partnership duly organized, validly existing under the laws of the [British Virgin Islands]; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction.

(b)Authority. The execution, delivery and performance by the Purchaser of each Transaction Document to be executed by the Purchaser and the consummation of the transactions

11

contemplated thereby (i) are within the power of the Purchaser; and (ii) have been duly authorized by all necessary actions on the part of the Purchaser.

(c)Consents etc. All necessary consents, authorisations and approvals of and all necessary registrations and filings with any governmental or regulatory agency or body required in connection with the Purchaser for or in connection with this Agreement and the Note and the performance of the terms thereof have been obtained or made or will have been obtained or made by Closing.

7.COVENANTS OF THE COMPANY

Until the principal together with any Interest accrued thereon according to the Conditions has been irrevocably and unconditionally repaid in full or the Note has been converted in full into the Equity Securities according to the terms and conditions contained in the Note, except as otherwise expressly contemplated pursuant to the Transaction Documents, the Company hereby covenants and undertakes to the Purchaser as follows:

(a)The Company shall, and the Owners shall cause the Company to, apply the Purchase Price only for the working capital of the Company and/or its subsidiaries;

(b)The Company and its subsidiaries shall operate its business in a manner consistent with the operations prior to the date hereof;

(c)The Company shall provide the Purchaser with material information on its business operations and financial condition, at the Purchaser’s written request;

(d)The Company shall complete the Restructuring and provide the Purchaser with proof of such completion with [60] days from the date hereof unless extended by the Purchaser in writing following the date hereof;

(e)The Company shall promptly notify the Purchaser of the occurrence of any litigation, arbitration or administrative proceedings relating to the Company’s business or equity interest and any other event or circumstance which might materially and adversely affect the Company’s business, operations, or conditions (financial or otherwise) or ability to observe and perform or comply with any of its/their agreements, undertakings, covenants and obligations under the Transaction Documents;

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(f)The Company shall abide by the provisions of this Agreement and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement;

(g)Without the prior written consent of the Purchaser, other than the transaction contemplated by the Transaction Documents, the Company shall not and procure its subsidiaries not to incur any indebtedness or assume any debt obligation or issue, assume, guarantee or create any debt obligation, but excluding the incurrence in the ordinary course of business of any trade payables and other unsecured ordinary course related obligations less than US$u individually or US$u in the aggregate;

(h)Without the prior written consent of the Purchaser, the Company shall not and procure its subsidiaries not to declare or pay any dividend or distribution or otherwise results in the redemption or repurchase of any Equity Securities;

(i)Without the prior written consent of the Purchaser, the Company shall not and procure its subsidiaries not to make or take any action that results in any acquisition, sale of control or assets, merger, consolidation, joint venture or partnership arrangements or incorporate any subsidiary or pass any resolution relating to reduction of share capital, dissolution or liquidation of the Company or any its subsidiary;

(j)Without the prior written consent of the Purchaser, the Company shall not effect a recapitalization, reclassification, split-off, spin-off or bankruptcy of the Company;

(k)Without the prior written consent of the Purchaser, the Company shall not allow any creation or imposition of any Lien upon any property, asset or revenue of the Company and its subsidiaries (other than any Lien arising under the Transaction Documents) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its Subsidiaries, its business or operations, or any of its assets or properties;

(l)The Company shall complete its contemplated and ongoing restructuring in full compliance with relevant effective laws and regulations and in a manner consented by the Purchaser in writing, and shall deliver to the Purchaser such documents as set forth in Scheduleu.

(m)The Parties shall use their respective commercially reasonable best efforts to negotiate in good faith, the Share Purchase Agreement and to consummate the Transaction as soon as reasonably practicable in accordance with, and subject to, the terms and conditions of the Share Purchase Agreement, as applicable;

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(n)Without the prior written consent of the Purchaser, the Company shall not, and shall procure any of its subsidiaries, or any of the directors, officers, advisors/agents of the Company and its Subsidiaries not to, directly or indirectly, (i) discuss the sale of any Equity Securities with any third party, or (ii) to provide any information with respect to the Company or any of its Subsidiaries to a third party in connection with a potential investment by such third party in any Equity Securities, or (iii) to close any financing transaction of any Equity Securities;

(o)So long as the Note is still outstanding and subject to the approvals otherwise given in writing by the Purchaser, the Company agrees to (i) at all times maintain available and free from preemption rights such number of Equity Securities as may be required to meet all outstanding conversion rights.; and (ii) not in any way modify the rights attached to the Equity Securities as a class or attach any special restrictions thereto.

(p)The Company shall ensure that all the Equity Securities issued upon conversion of the Note will be duly and validly issued fully paid and registered.

(q)The Company shall not at any time after the issuance of the Note without the consent in writing of the Purchaser incur borrowings which rank ahead of the Note.

(r)The Company shall not, and shall procure that no Subsidiaries shall create or permit to subsist or arise any encumbrance on the whole or any part of its or their respective present or future assets except for encumbrances arising by operation of law in the ordinary course of business including, without limitation, statutory liens and encumbrances by way of title retention.

(s)In addition and without prejudice to any rights and remedies available to the Purchaser under the Transaction Documents or otherwise under law, the Company shall forthwith upon written demand fully indemnify the Purchaser and keep the Purchaser harmless from or against all claims, demands, actions, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable legal costs and out-of-pocket expenses, and losses and expenses incurred in the payment of Purchase Price or any part thereof) actually incurred by the Purchaser arising from or in connection with any breach on the part of the Company of any of its representations, warranties, agreements, undertakings, covenants and obligations under the Transaction Documents and/or the enforcement or preservation of the Transaction Documents; provided such damages, fees and expenses shall not include indirect, consequential, special or punitive damages; and

(t)In addition and without prejudice to any rights and remedies available to the Purchaser under the Transaction Documents or otherwise under law, the Company shall permit the

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Purchaser at any time and from time to time, upon or notice to the Company or any other Person, to set-off and to appropriate and apply all sums from time to time owing from the Purchaser to the Company arising from or in connection with any contract, agreement, understanding, commitment, transaction or arrangement or a series of the foregoing against the obligations and liabilities of the Company under the Transaction Documents, irrespective of whether the Purchaser shall have made any demand hereunder provided that such obligations and liabilities shall be matured and actually incurred and evidence of such obligations and liabilities have been provided to the Company.

8.COVENANTS OF THE OWNERS

(a)Until the principal and any Interest accrued thereon according to the Conditions has been irrevocably and unconditionally repaid in full or the Note has been converted in full according to the terms and conditions in the Note, except as otherwise expressly contemplated pursuant to the Transaction Documents, the Owners hereby, severally and jointly, covenant and undertake to the Purchaser that they will cause the Company and each of its subsidiaries not to take any of the actions that the Company undertakes not to take in this Section 7.

(b)In the event that (i) the Series A Financing of the Company does not close prior to the Maturity Date, and (ii) the Company does not repay the principal and the Interest accrued thereon in full pursuant to the terms set out in the Note, the Owners shall pledge all of their respective shares in the Company to the Purchaser and shall take any and all actions to perfect the pledge, including without limitation to the execution of share pledge documents in a form and substance acceptable to the Purchaser and the adoption of resolutions approving the share pledge.

(c)The Owners hereby further, severally and jointly, covenant and undertake to the Purchaser that they will cause the Company and the other parties to the Transaction Documents (as applicable) to comply with the terms and conditions set out in the Transaction Documents.

(d)In the event that any Owner transfers his shares in the Company to his holding company in its entirety, such holding company and the Owner shall jointly and severally be bound by the covenants herein.

9.FURTHER ACTION

In order to secure the Company’s obligations under the Note, at any time after [thirty (30)] days following the date hereof, the Owners will execute and deliver to the Purchaser or its designee in favor of

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the Purchaser and granting the Purchaser a security interest in and to all of their respective shares owned by them in the share capital of the Company in a form satisfactory to the Purchaser.

10.MISCELLANEOUS

(a)None-voting Observer. Until the principal together with any Interest accrued thereon according to the Conditions has been irrevocably and unconditionally repaid in full or the Note has been converted in full into the Equity Securities according to the terms and conditions contained in the Note, the Purchaser shall be entitled to appoint one (1) observer to attend and speak (but not vote) at all board meetings of the Company. The Observers shall have the right to attend all meetings of the directors and to receive such other information as a director would be entitled to receive and at the same time as such information is provided to directors.

(b)Waivers and Amendments. Any provision of this Agreement and any provision of the Note may be amended, waived or modified only upon the written consent of the Company and the Purchaser.

(c)Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of Hong Kong without regard to the conflicts of its law provisions of Hong Kong.

(d)Dispute Resolutions. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to representatives of the Purchaser and the Company for settlement through friendly consultations. In case no agreement can be reached through consultation within thirty (30) days from either Party’s written notice to the other for commencement of such consultations, either Party may submit the dispute to arbitration for settlement. Any and all such disputes shall be finally resolved by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (“UNCITRAL”) as then in force and as may be amended by the rest of this section. The place of arbitration shall be the Hong Kong International Arbitration Centre (“HKIAC”), and the language of the arbitration proceedings shall be English. The tribunal shall consist of one arbitrator, with experience of handling China cross border financing disputes, to be appointed by HKIAC. In the course of arbitration, the Parties shall continue to implement the terms of this Agreement except for those matters subject to arbitration. Notwithstanding the above, the Parties hereby consent to and agree that, in addition to any recourse to arbitration as set out above, any Party may seek a temporary or permanent injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of Hong Kong, a

16

court or authority hearing an application for injunctive relief may apply the law of the jurisdiction where the court or other authority is located in determining whether to grant the injunction.

(e)Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement, and shall terminate until the principal and Any interest accrued thereon pursuant to the Note has been repaid in full.

(f)Successors and Assigns. Subject to the restrictions on transfer described in Sections 11(f) and 11(g) below, the rights and obligations of the Company, the Owners and the Purchaser of the Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the Parties.

(g)Registration, Transfer and Replacement of the Note. The Note issuable under this Agreement shall be a registered note. The Company will keep, at its principal executive office, full and complete books for the registration and registration of transfer of the Note. Prior to presentation of the Note for registration of transfer, the Company shall treat the Person in whose name the Note is registered as the owner and holder of the Note for all purposes whatsoever, whether or not the Note shall be overdue, and the Company shall not be affected by notice to the contrary. Subject to any restrictions on or conditions to transfer set forth in the Note, the holder of the Note, at its option, may in person or by duly authorized attorney surrender the same for exchange at the Company’s chief executive office, and promptly thereafter and at the Company’s expense, except as provided below, receive in exchange therefor one or more new Note(s), each in the principal requested by such holder (not to exceed the original principal amount in the aggregate), dated the date to which interest shall have been paid on the Note so surrendered or, if no interest shall have yet been so paid, dated the date of the Note so surrendered and registered in the name of such Person or Persons as shall have been designated in writing by such holder or its attorney for the same principal amount as the then unpaid principal amount of the Note so surrendered. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of the Note and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it; or (b) in the case of mutilation, upon surrender thereof, the Company, at its expense, will execute and deliver in lieu thereof a new note executed in the same manner as the Note being replaced, in the same principal amount as the unpaid principal amount of the Note and dated the date to which interest shall have been paid on the Note or, if no interest shall have yet been so paid, dated the date of the Note.

(h)Assignment. Neither the Note nor any of the rights, interests or obligations hereunder may be assigned or transferred, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Purchaser. Prior to an Event of Default or the Maturity Date, the Purchaser shall be entitled (upon prior written notice to the Company) to assign or

17

transfer the Note or any of its rights and obligations thereunder (whether in whole or in part) to its Affiliate (s). Except as otherwise provided herein, the terms and conditions of this Agreement shall inure the benefit and binding effect upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. A transfer of a Note must be by an instrument in writing which is signed by or on behalf of the transferor. The transferor shall be deemed to remain the owner of the Note to be transferred until the name of the transferee is entered in the Register in respect of them. Every instrument of transfer must be delivered to the registered office of the Company or to such other place as the Company may appoint for registration accompanied by the Certificate of the Note to be transferred together with such other evidence as the Directors or other officers of the Company authorised to deal with the transfer may reasonably require to prove the title of the transferor or his right to transfer the Notes. The Company shall retain all instruments of transfer which are registered. The Company shall not register the transfer of Note in respect of which a notice of repayment has been given.

(i)Entire Agreement. This Agreement together with the Note, constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof.

(j)Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or by recognized overnight courier or personal delivery, addressed (i) if to the Purchaser, at its address set forth at the beginning of this Agreement, or at such other address as the Purchaser shall have furnished the Company in writing, or (ii) if to the Company, at its address set forth at the beginning of this Agreement, or at such other address as the Company shall have furnished to the Purchaser in writing. Notice shall conclusively be deemed to have been given when received.

(k)Separability of Agreements; Severability of this Agreement. The Company’s agreement with the Purchaser is a separate agreement and the sale of the Note to the Purchaser is a separate sale. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l)Counterparts. This Agreement may be executed and delivered by facsimile or other electronic signature and in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

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(m)Disclosure. The Purchaser may (on a confidential basis, and without any prior consent from or notice to the Company) disclose to any Person who may otherwise enter into contractual, business or other relations with the Purchaser in respect of the Transaction Documents such information about the Company, the Transaction Documents as the Purchaser may in its reasonable discretion consider appropriate.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT

Execution

SCHEDULE 1

OWNERS

	Number of
	Ordinary Shares in the
OWNERS	Company	ID/PASSPORT NUMBER

SCHEDULE 2

OBLIGATIONS AT CLOSING

1.OBLIGATIONS OF THE COMPANY AT CLOSING

At Closing, the Company shall deliver to the Company:

(a)a certified copy of the board resolution of the Company approving and authorizing the execution and performance of this Agreement, the issue of the Note and the Certificate upon the terms and subject to the Conditions contained therein; and

(b)the Certificate for the Note duly issued in favor of the Purchaser.

2.OBLIGATIONS OF THE PURCHASER

At Closing, the Purchaser shall deliver to the Company:

(a)a certified copy of its board resolution approving and authorizing the execution and performance of this Agreement and the subscription of the Note; and

(b)a banker’s draft or cashier order for the sum of US$5,000,000, being the Purchase Price of the Note, drawn in favor of the Company.

EXHIBIT A

FORM OF CERTIFICATE OF NOTE

EXHIBIT B

DISCLOSURE SCHEDULE TO NOTE PURCHASE AGREEMENT

Exhibit 10.16

NOTICE OF COVERSION

TO:New Field Worldwide Ltd (“Company”)

OMC Chambers, Wickhams Cay 1

Road Town, Tortolia

British Virgin Islands

Attention: Mr. XU Maodong

Dear Sirs

We, being the registered holder of US$ US$5,000,000 secured and convertible promissory note (the “Note”) issued by the Company on April 1, 2011, hereby give notice of our election to convert, in accordance with the Conditions in the Note and the Note Purchase Agreement creating the Note executed by the Company on April 1, 2011, all rights attached to the Note into such number of fully paid Series A-l Preferred Shares in the capital of the Company as provided for therein. Capitalized terms not defined herein shall have the meaning set forth in the Note Purchase Agreement and the Note.

We agree to accept all the fully paid Series A-l Preferred Shares to be issued pursuant to this notice and authorise the entry of our name in the register of members of the Company as the holder of such Series A-l Preferred Shares and the despatch of a certificate for them by courier to our address specified in Sub-clause 10(j) of the Note Purchase Agreement.

DATED this third day of April 2011

For and on behalf of

1

Exhibit 10.17

EXECUTION

SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

THIS SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 25, 2011 by and among:

1.Wowo Group Limited, a company organized and existing under the laws of the British Virgin Islands (the “Company”);

2.New Field Worldwide Ltd, a company organized and existing under the laws of the British Virgin Islands (the “New Field”);

3.Wowo Holding Limited, a company organized and existing under the laws of Hong Kong (the “HK Co.”);

4.Beijing Wowo Shi Jie Information Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC, as the wholly-owned subsidiary of the HK Co. (the “WFOE”);

5.Beijing Wowo Tuan Information Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC (the “Wowo Tuan”);

6.Beijing Kai Yi Shi Dai Network Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC (the “Kai Yi Shi Dai”);

7.Beijing Yi You Bao Information Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC (the “Yi You Bao”);

8.Each of the persons as set forth in Schedule A attached hereto (each, a “Founder”, and collectively, the “Founders”);

9.The entities as set forth in Schedule B attached hereto (each, an “Investor”, and collectively, the “Investors”).

The Company, HK Co., WFOE, Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Operating Companies”, and each, an “Operating Company”.

RECITALS:

A.The Company desires to issue and sell to the Investors, and the Investors desire to purchase from the Company certain number of series A-2 convertible redeemable preferred shares, par value US$0.01 per share, of the Company (the “Series A-2 Preferred Shares”) on the terms and conditions set forth in this Agreement;

B.The Company legally and beneficially owns 100% of the equity interest in the HK Co. and the HK Co. legally and beneficially owns 100% of the equity interest in the WFOE, which in turn controls, through a series of contractual arrangements, the management and business of the Operating Companies; and

D.The Group Companies are engaged in the business of internet group sale and relevant services (the “Business”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.AGREEMENT TO PURCHASE AND SELL SHARES

1.1.Authorization.   As of the Closing (as defined below), the Company will have authorized the issuance, pursuant to the terms and conditions of this Agreement, of 30,803,678 Series A-2 Preferred Shares having the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit A (the “Restated Articles”).

1.2.Agreement to Purchase and Sell Purchased Shares.   Subject to the terms and conditions hereof, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the number of Series A-2 Preferred Shares set forth opposite the name of such Investor in Schedule B attached hereto (the “Purchased Shares”), at a price of US$0.9739 per share, amounting to an aggregate purchase price of US$30,000,000 (the “Purchase Price”). The ordinary shares of the Company issuable upon conversion of the Purchased Shares will be hereinafter referred to as the “Conversion Shares”.

1.3.Transfer of Funds.   The Purchase Price shall be paid by wire transfer of United States dollars in immediately available funds to designated account of the Company, provided that the Company shall deliver wire transfer instruction to the Investors at least ten (10) business days (defined as any day other than a Saturday or Sunday on which banks are ordinarily open for business in PRC) prior to the Closing as applicable.

1.4.Post-Investment Capitalization Structure.   Immediately after the issuance and sale of the Purchased Shares on the Closing Date, the post-investment capitalization structure of the Company immediately after the Closing shall be as follows:

Shareholders	No. of Shares	Type of Shares	Percentage
New Field	98,397,704	Ordinary Shares	25.22	%
Xu Madong	116,421,385	Ordinary Shares	29.84	%
Wu Jianguang	18,115,693	Ordinary Shares	4.64	%
Wu Mingdong	13,175,050	Ordinary Shares	3.38	%
Chen Yan	1,976,257	Ordinary Shares	0.51	%

2

Shareholders	No. of Shares	Type of Shares	Percentage
Wei Jinghan	1,976,257	Ordinary Shares	0.51	%
Liu Hanyu	2,140,946	Ordinary Shares	0.55	%
Deng Kangming	7,740,342	Ordinary Shares	1.98	%
Tong Jiawei	7,246,277	Ordinary Shares	1.86	%
Lv Guangyu	7,740,342	Ordinary Shares	1.98	%
Wang Yunming	2,253,843	Ordinary Shares	0.58	%
Liu Chuanjun	346,745	Ordinary Shares	0.09	%
Chen Zhong	346,745	Ordinary Shares	0.09	%
Lin Pingping	346,745	Ordinary Shares	0.09	%
Pan Guozhang	173,373	Ordinary Shares	0.04	%
Lv Yonghong	12,820,513	Ordinary Shares	3.29	%
Hu Xiaoyong	5,128,205	Ordinary Shares	1.31	%
Yang Guang	2,253,496	Ordinary Shares	0.58	%
Jiang Yuedong	563,374	Ordinary Shares	0.14	%
Zhang Yongming	16,194,332	Ordinary Shares	4.15	%
Gloden Bright Global Investment Holdings Limited	6,477,733	Ordinary Shares	1.66	%
Chia Tai Xing Ye Industrial Development Limited	2,051,283	Ordinary Shares	0.53	%
ESOP	30,000,000	Ordinary Shares	7.69	%
Zero2IPO China Fund II L.P.	5,489,604	Series A-1 Preferred Shares	1.41	%
CDH Barley Limited	30,803,678	Series A-2 Preferred Shares	7.89	%
Total	390,179,922	—	100	%

2.CLOSINGS; DELIVERY

2.1.Closing.   The sale of the Purchased Shares shall be held within ten (10) business days after the fulfillment or waiver of the conditions to the closing as set forth in Section 6 and Section 7, or at such other time and place as the Company and the Investors may mutually agree upon (the “Closing”).

2.2.Delivery.   At the Closing, in addition to any items the delivery of which is made an express condition to the Investors’ obligations at the Closing pursuant to Section 6, the Company shall deliver to each Investor (i) a copy of updated register of members of the Company showing each Investor as the holder of Purchased Shares

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purchased by such Investor hereunder, certified by the registered agent of the Company, and (ii) a copy of updated register of directors of the Company showing the person appointed by the Investors as the director of the Company, certified by the registered agent of the Company, (iii) a duly issued share certificate or certificates to each Investor representing the Purchased Shares purchased by such Investor issued in the name of such Investor, duly signed and sealed for and on behalf of the Company. At the Closing, the Investor shall deposit the Purchase Price by wire transfer of immediately available U.S. dollar funds into the designated account provided pursuant to Section 1.3.

3.REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES.

The Group Companies, New Field and the Founders (collectively, the “Seller Parties” and individually, a “Seller Party”) hereby jointly and severally represent and warrant to each Investor, subject to the disclosures set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit B (which Disclosure Schedule shall be deemed to be representations and warranties to such Investor), as of the date hereof and the date of the Closing (the “Closing Date”), as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question.

3.1.Organization, Standing and Qualification.   Each Group Company is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as proposed to be conducted, and to perform each of its obligations hereunder and under any agreement contemplated hereunder to which it is a party. Each Group Company is qualified to do business and is in good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction where failure to be so qualified would have a material adverse effect on the condition (financial or otherwise), assets relating to, or results of operation of or business (as presently conducted and proposed to be conducted) of any Group Company (a “Material Adverse Effect”).

3.2.Capitalization.   Immediately prior to the Closing, the authorized share capital of the Company consists of the following:

(a)Ordinary Shares.   A total of 1,928,660,537 authorized Ordinary Shares, par value US$0.01 per share, of which 323,886,640 shares are issued and outstanding.

(b)Series A-1 Preferred Shares.   A total of 20,000,000 authorized series A-1 preferred shares, par value US$0.01 per share, of the Company (the “Series A-1 Preferred Shares”), of which 5,489,604 are issued and outstanding.

(c)Series A-2 Preferred Shares.   A total of 51,339,463 authorized Series A-2 Preferred Shares (together with Series A-1 Preferred Shares, the “Preferred Shares”), none of which shares are issued and outstanding.

(d)Options, Warrants, Reserved Shares.   The Company has reserved enough Ordinary Shares for issuance upon the conversion of Preferred Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the preemptive rights

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provided in the shareholders agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 30,000,000 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of Directors”), and (iv) as contemplated hereby and by the Restated Articles, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.2(d) and the Shareholders Agreement, no shares (including the Purchased Shares and Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any rights of participation, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

(e)Outstanding Security Holders.   A complete and current list of all shareholders, option holders and other security holders of the Company as of the date hereof and as of the Closing Date is set forth in Section 3.2(e) of the Disclosure Schedule, indicating the type and number of shares, options or other securities held by each such shareholder, option holder or other security holder.

(f)Vesting Schedule.   Except as contemplated in the Wowo Group Limited 2011 Share Incentive Plan, no share plan, share purchase, share option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

3.3.Subsidiaries; Group Structure.

(a)Except for the HK Co. and the WFOE, one hundred percent (100%) of the equity interest of which are owned by the Company, and the Operating Companies, one hundred percent (100%) of the equity interest of which are owned, directly or indirectly by the Founders, the Company and the Founders do not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. Neither the WFOE nor the Operating Companies has any subsidiaries, and neither own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, nor maintain any offices or branches or subsidiaries except for those as described in Section 3.3(a) of the Disclosure Schedule. The particulars of the WFOE and the Operating Companies are set forth in Section 3.3(a) of the Disclosure Schedule.

(b)As of the Closing, each of the WFOE and the Operating Companies shall possess all requisite approvals, permits and licenses for the conduct of the Business as currently conducted and proposed to be conducted and for the ownership and operation of its assets and property.

(c)There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the equity interest of either the WFOE or the Operating Companies.

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3.4.Due Authorization.   All corporate action on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement and any other agreements to which it is a party and the execution of which is contemplated hereunder (the “Ancillary Agreements”), and the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”) and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares being sold under this Agreement and of the Ordinary Shares issuable upon conversion of such Purchased Shares, have been taken or will be taken prior to the Closing. Each of this Agreement, the Shareholders Agreement, the Ancillary Agreements and the Constitutional Documents (collectively, the “Transaction Documents”) is a valid and binding obligation of each Group Company enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.5.Valid Issuance of Purchased Shares.

(a)The Purchased Shares are, and Conversion Shares when issued, sold and delivered in accordance with the terms of this Agreement will be, duly and validly issued, fully paid and non-assessable.

(b)All currently outstanding capital shares of the Company are duly and validly issued, fully paid and non-assessable, and all outstanding shares, options, warrants and other securities of the Company and each other Group Company have been issued in full compliance with the requirements of all applicable securities laws and regulations including, to the extent applicable, the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the “Act”), or in compliance with applicable exemptions therefrom, and all other provisions of applicable securities laws and regulations, including, without limitation, anti-fraud provisions.

3.6.Liabilities.   Except as fully and fairly reflected in the Financial Statements (as defined in Section 3.15 below) and the indebtedness under the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 in an amount of RMB 32 million, no Group Company has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which the Group Company has otherwise become directly or indirectly liable.

3.7.Title to Properties and Assets.   Each Group Company has good and marketable title to its properties and assets held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each Group Company is in compliance with such leases and such Group Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.

3.8.Status of Proprietary Assets.   Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets (as defined below), including without limitation all Registered Intellectual Property (as defined below), necessary and appropriate for the Business and without any conflict with or

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infringement of the rights of others. Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets of any other person or entity. No Group Company has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor, to the best knowledge of the Seller Parties, is there any reasonable basis therefor. None of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kind, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement or any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, business methods, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.

3.9.Material Contracts and Obligations.   All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, including without limitation, all agreements between the WFOE and the Operating Companies, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology, are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Investors and their counsel. For purposes of this

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Section 3.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of twenty thousand U.S. dollars (US$20,000) or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect.

3.10.Litigation.   There is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending or, to the best knowledge of the Seller Parties, currently threatened against any of the Group Companies, any Group Company’s activities, properties or assets or against any officer, director or employee of each Group Company in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any Group Company, or otherwise. To the best knowledge of the Seller Parties, there is no factual or legal basis for any such Action that is likely to result, individually or in the aggregate, in any Material Adverse Effect. By way of example, but not by way of limitation, there are no Actions pending against any of the Group Companies or threatened against any of the Group Companies, relating to the use by any employee of any Group Company of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties. None of the Group Companies is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any Group Company currently pending or which it intends to initiate.

3.11.Compliance with Laws; Consents and Permits.   None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ ownership or investment in the Company under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on October 21, 2005 (  (2005)

75  the “SAFE Circular”), except that the current shareholders other than Xu Maodong and Xu Tianqing will use their best efforts to file applications with relevant foreign exchange authority for their respective ownership or investment in the Company under the SAFE Circular at the earliest practicable date subsequent to the Closing. Other than the above exception, all consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and of any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company in connection with the consummation of the transactions contemplated hereunder have been obtained or made as of the date hereof, or will be obtained or made prior to the Closing, and shall be fully effective as of the Closing. Each Group Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group

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Companies is in default under any of such franchises, permits, licenses or other similar authority.

3.12.Compliance with Other Instruments and Agreements.   None of the Group Companies is or has been in, nor shall the conduct of its business as currently or proposed to be conducted result in, violation, breach or default of any term of its Constitutional Documents of the respective Group Company, or in any material respect of any term or provision of Group Company Contract or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra vires or invalid, or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

3.13.Registration Rights.   Except as provided in the Shareholders Agreement, no Seller Party has granted or agreed to grant any person or entity any registration rights (including piggyback registration rights) with respect to, nor is the Company obliged to list, any of the Company’s shares (or any other Group Company’s shares) on any securities exchange. Except as contemplated under this Agreement and the Shareholders Agreement and the Control Documents, there are no voting or similar agreements which relate to the share capital of the Company or any of the equity interests of the WFOE or the Operating Companies.

3.14.Financial Advisor Fees.   There exists no agreement or understanding between any Group Company and any investment bank or other financial advisor under which such Group Company may owe any brokerage, placement or other fees relating to the offer or sale of the Purchased Shares.

3.15.Financial Statements.   The Company has delivered to the Investors (i) the unaudited financial statements of the Group Company for the year 2010 and (ii) the management accounts of the Group Company for the period from January 1, 2011 to April 30, 2011 (the foregoing management accounts and any notes thereto are hereinafter referred to as the “Financial Statements” and April 30, 2011 the “Financial Statements Date”). Such Financial Statements are (a) in accordance with the books and records of the applicable Group Company, (b) true, correct and complete and present fairly the financial condition of such Group Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with PRC generally accepted accounting principles (“PRC GAAP”) applied on a consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all of the Group Companies’ respective debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with PRC GAAP. The Group Companies have good and marketable title to all assets set forth on the balance sheets of the respective Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates. Except as

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disclosed in the Financial Statements and the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 in an amount of RMB 32 million, none of the Group Companies is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated.

3.16.Activities since Financial Statements Date.   From the Financial Statements Date to the date hereof and the Closing Date, with respect to each Group Company, there has not been:

(a)any change in the assets, liabilities, financial condition or operating results of the Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;

(b)any material change in the contingent obligations of the Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise;

(c)any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Group Company (as presently conducted and as presently proposed to be conducted);

(d)any waiver by the Group Company of a valuable right or of a material debt;

(e)any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that would not have a Material Adverse Effect;

(f)any material change or amendment to a material contract or arrangement by which the Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;

(g)any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director;

(h)any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of the Group Company;

(i)any resignation or termination of any key officer or employee of the Group Company;

(j)any mortgage, pledge, transfer of a security interest in, or lien created by the Group Company, with respect to any of the Group Company’s properties or assets, except liens for taxes not yet due or payable;

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(k)any debt, obligation, or liability incurred, assumed or guaranteed by the Group Company in excess of fifty thousand U.S. dollars (US$50,000) or in excess of one hundred thousand U.S. dollars (US$100,000) in the aggregate;

(l)any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by the Group Company;

(m)any failure to conduct business in the ordinary course, consistent with the Group Company’s past practices;

(n)any transactions of any kind with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals;

(o)any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or

(p)any agreement or commitment by the Group Company or any Seller Party to do any of the things described in this Section 3.16.

3.17.Tax Matters.   The provisions for taxes in the respective Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the covered Group Company, whether or not assessed or disputed as of the date of each such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each Group Company has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. Each Group Company is not subject to any waivers of applicable statutes of limitations with respect to taxes for any year. Since the Financial Statements Date, none of the Group Companies has incurred any taxes, assessments or governmental charges other than in the ordinary course of business and each Group Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period.

3.18.Interested Party Transactions.   Except for the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 in an amount of RMB 32 million and the loan agreement between Xu Maodong and Wowo Group Limited with the amount no more than USD 5 million dated April 2, 2011, no Seller Party, officer or director of a Group Company or any “Affiliate” or “Associate” (as those terms are defined in Rule 405 promulgated under the Act) of any such person has any agreement (whether oral or written), understanding, proposed transaction with, or is indebted to, any Group Company, nor is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any of such persons (other than for accrued salaries, reimbursable expenses or other standard employee benefits). No officer or director of a Seller Party has any direct or indirect ownership interest in, or any agreement or other arrangement or undertaking, whether oral or written, with, any firm or corporation with which a Group Company is affiliated or with which a Group Company has a business relationship, or any firm or corporation that competes with a Group Company. No Affiliate or Associate of any officer or director of a Seller Party is directly or indirectly interested in any contract with a Group Company. No officer or director of a Seller Party or any Affiliate or Associate of any such person has had, either directly or indirectly, an interest in: (a) any person or entity which purchases from or

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sells, licenses or furnishes to a Group Company any goods, property, intellectual or other property rights or services; or (b) any contract or agreement to which a Group Company is a party or by which it may be bound or affected. There is no agreement between any shareholder of the Company with respect to the ownership or control of any Group Company.

3.19.Environmental and Safety Laws.   None of the Group Companies is in violation of any applicable statute, law, or regulation relating to the environment or occupational health and safety and no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

3.20.Employee Matters.   The Group Companies have complied in all material aspects with all applicable employment and labor laws. The Group Companies are not aware that any officer or key employee intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any officer or key employee. Except as otherwise disclosed to the Investors in Section 3.20 of the Disclosure Schedule, the Group Companies are not party to or bound by any currently effective incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement.

3.21.Exempt Offering.   The offer and sale of the Purchased Shares under this Agreement, and the issuance of the Conversion Shares upon conversion thereof are or shall be exempt from the registration requirements and prospectus delivery requirements of the Act, and from the registration or qualification requirements of any other applicable securities laws and regulations.

3.22.No Other Business.   The Company was formed solely to acquire and hold an equity interest in the HK Co. and the HK Co. was formed solely to acquire and hold an equity interest in the WFOE, and since its formation, neither the Company nor the HK Co. has engaged in any business and has incurred any liability in the course of its business of acquiring and holding its equity interest in the HK Co. or the WFOE. The WFOE and the Operating Companies are engaged solely in the Business and have no other activities.

3.23.Minute Books.   The minute books of each Group Company have been made available to the Investors and each such minute books contains a complete summary of all meetings and actions taken by directors and shareholders or owners of such Group Company since its time of formation, and reflects all transactions referred to in such minutes accurately in all material respects.

3.24.Obligations of Management.   Each of the key employees identified in Section 3.24 of the Disclosure Schedule is currently devoting his or her full working time to the conduct of the Business of a Group Company or the Group Companies. No Seller Party is aware that any employee is planning to work less than full time at a Group Company in the future. None of employees or the Founders is currently working for a competitive enterprise, whether or not such person is or will be compensated by such enterprise.

3.25.Disclosure.   Each Seller Party has fully provided the Investors with all the information that the Investors have requested for deciding whether to purchase the Purchased Shares and all information that each Seller Party reasonably believes is necessary or relevant to enable the Investors to make an informed investment decision. No representation or warranty by any Seller Party in this Agreement and no information or

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materials provided by any Seller Party to the Investors in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. No financial forecasts or forward-looking statements in any business plans or other materials provided by any Seller Party to the Investors have been prepared based on unreasonable assumptions.

3.26.Other Representations and Warranties Relating to the WFOE and the Operating Companies.

(a)The Constitutional Documents and all Consents necessary or appropriate for the WFOE and the Operating Companies are valid, have been duly approved or issued (as applicable) by competent PRC authorities or other applicable parties and are in full force and effect.

(b)All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the WFOE and the Operating Companies have been duly obtained from the relevant PRC authorities and are in full force and effect.

(c)All filings and registrations with the PRC authorities required in respect of the WFOE and the Operating Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations.

(d)The registered capital of each of the WFOE and the Operating Companies is fully paid up. The Company legally and beneficially owns 100% of the equity interest in the WFOE indirectly. There are no outstanding rights, or commitments made by the Company to sell any of its equity interest in the WFOE and the Operating Companies.

(e)Neither the WFOE nor the Operating Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it.

(f)Each of the WFOE and the Operating Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities.

(g)In respect of any Permits requisite for the conduct of any part of the Business of the WFOE and the Operating Companies which are subject to periodic renewal, no Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities.

(h)The WFOE and the Operating Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without

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limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.

(i)All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting at PRC law and in accordance with their respective terms.

3.27.Insurance.   Each Group Company has obtained the insurance coverage of the same types and at the same coverage levels as other similarly situated companies.

4.REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

Each Investor represents and warrants to the Company as follows:

4.1.Authorization.   Such Investor has all requisite power, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed and delivered by such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by such Investor, will constitute valid and legally binding obligations of such Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

4.2.Purchase for Own Account.   The Purchased Shares and the Conversion Shares will be acquired for such Investor’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

5.COVENANTS OF THE SELLER PARTIES.

Each of the Seller Parties covenants to the Investor as follows:

5.1.From the execution of this Agreement until the Closing, each of the Group Companies shall, and the Founders shall cause each of the Group Companies to: (A) promptly notify the Investors in writing and in sufficient detail of the occurrence of any of the following: (i) any proposed merger, acquisition, consolidation, amalgamation or other corporate re-organization or any sale or exclusive license of all or substantially all of its assets by or involving any Group Company, (ii) any Group Company making any proposed change in the rights or privileges, obligations or liabilities of, or dilution of the respective percentage of ownership of any shareholder, or other change in the capital structure of such Group Company as of the execution of this Agreement (including, without limitation, the issuance, sale, offer to sell, redemption or acquisition by such Group Company or any equity interest therein or equity derivatives, options, warrants or other interests representing, or convertible into, an equity interest therein or a right to obtain an equity interest therein or rights equivalent thereto, or alteration or re-organization of the equity capital of such entity, including, without limitation, any increase, reduction or cancellation of equity capital or any consolidation, subdivision or conversion or, or any alteration of the rights in respect of, any equity capital; or (iii) any Group Company entering into any material agreements, contracts, arrangements or other transactions, in each case other than in the ordinary course of business;

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and (B) seek the prior written approval of the Investors prior to executing any agreements, contracts, instruments or other documents to consummate or effect any of such transactions.

5.2.Use of Proceeds from the Sale of Purchased Shares.   The Company shall use the proceeds from the issuance and sale of the Purchased Shares for capital expenditure and working capital of the Company and its subsidiaries, save as otherwise stipulated in this Agreement. Unless otherwise agreed to in writing by the Investors, no proceeds from the sale of the Purchased Shares shall be used in the payment of any debt of the Company or its subsidiaries or in the repurchase or cancellation of securities held by any shareholders of the Company.

5.3.Availability of Ordinary Shares.   The Company hereby covenants that at all times there shall be made available, free of any liens, for issuance and delivery upon conversion of the Purchased Shares such number of Ordinary Shares or other shares in the share capital of the Company as are from time to time issuable upon conversion of the Purchased Shares, from time to time, and will take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Purchased Shares.

5.4.Business of the Company and the HK Co.   The business of the Company shall be restricted to the holding of shares or equity interest in the HK Co.. The business of the HK Co. shall be restricted to the holding of shares or equity interest in the WFOE.

5.5.Business of the WFOE and the Operating Companies.   Prior to entering into any new business other than those in the scope of the Business, each Seller Party shall use its best efforts and take all necessary actions to implement and carry out the new business plan subject to the Investors’ prior written approval, including, without limitation, hiring employees, renting office space, employing legal and technical consultants and undertaking other customary business activities. From the Closing and until the new business plan is duly adopted in accordance with all necessary procedures, the business of the WFOE and the Operating Companies shall be limited to the Business.

5.6.Use of Investor’s Name or Logo.   Without the prior written consent of an Investor, and whether or not such Investor is then shareholder of the Company, none of the Group Companies, their shareholders (excluding such Investor), nor the Founders shall use, publish or reproduce the names of such Investor or any similar names, trademarks or logos in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes, except for the fact of the equity investments and shareholding in the Group Companies by such Investor (and in any such case shall not disclose the aggregate or individual investment amounts, pricing or ownership percentage, or any of the term of this Agreement, the Shareholders Agreement or any of the Ancillary Agreements).

5.7.Equity Compensation.   The Company shall not directly or indirectly issue Ordinary Shares, share options or other forms of equity of the Company to employees, directors or consultants except in accordance with the ESOP approved by the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement.

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5.8.Confidentiality Agreement.   The Group Companies shall cause all of their respective current employees to enter into employment agreements and confidentiality agreements in form and substance satisfactory to the Investors. The Group Companies shall further cause all of their respective future employees to enter into its standard form employment agreement and confidentiality agreement in form and substance satisfactory to the Investors.

5.9.Initial Public Offering.   The Company shall, within five (5) years from the Closing, seek, and the Founders shall use commercially reasonable efforts to support, an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the Investors, provided, however, that (i) the aggregate proceeds to the Company in such initial public offering shall be not less than US$100,000,000, unless otherwise agreed upon by the Investors and the Company (the “Qualified IPO”).

5.10.Board of Directors.   Upon request of the Investors, each Group Company shall maintain the same directors and the same composition of the Board. Each Group Company shall hold meetings of the board of directors at least every three (3) months.

5.11.Cash Deposit.   All the Group Companies’ cash shall be deposited with international or PRC sound financial institutions, and all such cash deposits shall be short-term with free liquidity unless otherwise approved by the Board of Directors.

5.12.D&O Insurance.   The Company shall obtain for the directors insurance against liability for negligence, default, breach of duty or breach of trust incurred in the course of discharging their duties as directors or officers of the Company, including without limitation, directors and officers liability insurance in an agreed insured amount.

5.13.Tax Indemnity.   The Seller Parties hereby jointly and severally undertake to pay to the Investors on demand an amount equal to the amount of any diminution in the value of the Purchased Shares or the Conversion Shares, and to indemnify the Investors against any and all losses, liabilities, damages, suits, obligations, judgments or settlements of any kind (including, without limitation, all reasonable legal costs, costs of recovery and other expenses incurred by the Investor), in each case resulting from any claim of taxation (including those resulting from cancellation or reclamation of tax benefits of any kind relating to the Group Companies) arising from an event that occurred or is deemed to have occurred prior to the Closing.

5.14.Regulatory Compliance.   Each Seller Party shall, and shall use its best efforts to cause all shareholders of each Group Company, and any successor entity or controlled affiliate of any Group Company to, timely complete all required registrations and other procedures with applicable governmental authorities (including without limitation SAFE) as and when required by applicable laws and regulations. The Seller Parties shall ensure that, prior to the commencement of initial public offering by the Company, each entity described above and its respective shareholders are in compliance with such requirements and that there is no barrier to repatriation of profits, dividends and other distributions from the WFOE (or any successor entity) to the Company.

5.15.Lock Up.   Subject to the terms and conditions hereof, following a Qualified IPO, the Founders, the principal and management holder of Ordinary Shares shall

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be subject to any customary lock-up period to the extent requested by the lead underwriter of securities of the Company in connection with the registration relating to such Qualified IPO.

5.16.Non-Compete.   The Founders hereby acknowledge that the Investors agree to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Founders to the Group Companies, and agree that the Investors should have reasonable assurance of such basis of investment. Each of the Founders hereby undertakes to the Investors that neither he nor any of his Associates (as defined below) shall directly or indirectly:

(a)during the period from the Closing Date until the consummation of a Qualified IPO or the full redemption of all Preferred Shares pursuant to the Restated Articles, whichever is earlier (“Restriction Period”), participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with the business carried on by any Group Company (including but not limited to the Business) at any time during the Restriction Period;

(b)during the Restriction Period, solicit in any manner any person who is or has been during the Restriction Period a customer or client of any Group Company for the purpose of offering to such person any goods or services similar to or competing with any of the businesses conducted by any Group Company (including but not limited to the Business) at any time during the Restriction Period;

(c)during the Restriction Period, solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company; and

(d)at any time disclose to any person, or use for any purpose, any information concerning the business, accounts, finance, transactions or intellectual property rights of any Group Company or any trade secrets or confidential information of or relating to any of the Group Companies.

For purpose of this Section, “Associate” means, in relation to an individual, his spouse, his child or step-child, any of his other direct family members, or any person acting under his instructions (pursuant to an agreement or arrangement, formal or otherwise) and any person or entity directly or indirectly controlled by him.

5.17.Sole Business.   The Founders shall devote all of his or her professional time to attend to the business of the Group Companies and shall not seek or engage in any other business or endeavors prior to the Qualified IPO, unless with prior written approval of the Board of the Directors, which approval shall require the affirmative consent of the directors appointed by the Investors.

5.18.Additional Covenants.   Except as required by this Agreement, no resolution of the directors, owners, members, partners or shareholders of any of the Group Companies shall be passed, nor shall any contract or commitment be entered into, in each case, prior to the Closing without the prior written consent of the Investors, except that the Group Companies may carry on its respective business in the same manner as heretofore and may pass resolutions or enter into contracts for so long as they are effected in the ordinary course of business.

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If at any time before the Closing, any of the Group Companies or Seller Parties comes to know of any material fact or event which:

(a)is in any way materially inconsistent with any of the representations and warranties given by any Seller Party, and/or

(b)suggests that any material fact warranted may not be as warranted or may be materially misleading, and/or

(c)might affect the willingness of a reasonable investor in making a prudent decision to purchase the Purchased Shares or the amount of consideration which the Investors would be prepared to pay for the Purchased Shares, such Seller Party shall give immediate written notice thereof to the Investors in which event the Investors may within five (5) business days of receiving such notice terminate this Agreement by written notice without any penalty whatsoever and without prejudice to any rights that the Investor may have under this Agreement or applicable law. If this Agreement is terminated in the event of (a) or (b) above, or in the event of (c) above when such fact or event is caused by the Company, each Seller Party shall jointly and severally indemnify the Investors against all costs, charges and expenses incurred by it in connection with the negotiation, preparation and termination of this Agreement, the Shareholders Agreement and the Ancillary Agreements.

5.19.Employee Matters.   The WFOE and the Operating Companies shall comply with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.

5.20.The WFOE and the Operating Companies shall comply with all applicable PRC anti unfair competition laws and regulations in all material respects, including without limitation, the WFOE and the Operating Companies shall not use the business or technical information from the employees’ former employers.

5.21.Tax Matters.   The WFOE and the Operating Companies shall comply with all applicable PRC tax laws and regulations in all material respects, including without limitation, laws and regulations pertaining to income tax, value added tax and business tax.

5.22.Permit and License.   As soon as practicable after the Closing but in any event within three months after the Closing, the Founders shall cause the Operating Companies (including any subsidiary of the Operating Companies) to, and the Operating Companies (including any subsidiary of the Operating Companies) shall, obtain all permits and licenses and any similar authority necessary in full compliance with applicable laws for the conduct of their business as currently conducted and as proposed to be conducted, including but not limited to, the Value Added Telecommunication Operation License, as applicable, or restructure the websites of the Operating Companies (including any subsidiary of the Operating Companies) to make sure all the operating websites are covered by the Value Added Telecommunication Operation License.

5.23.Investment to Wowo Tuan.   As soon as practicable but in any event within one (1) months after the Closing, Wowo Tuan shall, and the Founders shall cause Wowo Tuan to, convert the investment of Xu Maodong, Lv Yonghong, Hu Xiaoyong and Zhang Yongming in the amount of RMB5,000,000, RMB6,333,333, RMB12,666,666 and RMB51,845,000 respectively, which is registered as payables of Wowo Tuan, into the

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registered capital and capital premium of Wowo Tuan and all the registrations and approvals regarding the conversion shall have been obtained.

5.24.Amendment to SAFE Registration.   As soon as practicable but in any event within two (2) months after the Closing, the Founders shall duly obtain the requisite registrations and approvals required under the SAFE Circular with respect to the changes in their direct or indirect shareholding in the Company.

5.25.Registration of Equity Pledge.   As soon as practicable but in any event within thirty (30) days after the Closing, each of the Operating Companies and the Founders shall use their best efforts to file with the competent Administration for Industry and Commerce the equity pledge created under the Control Documents, and provide to the Investors the record evidencing such filing satisfactory to the Investors.

5.26.Establishment and Registration of Branch Companies.   Each of the Group Company shall, and the Founders shall cause each of the Group Company to, register with relevant local authorities and establish as branch companies its local offices or operations when and if such offices or operations are required to be registered as branch companies under applicable laws as soon as practicable but in any event prior to July 31, 2011.

5.27.Establishment of Joint Venture Companies.   Each of the Group Company shall, and the Founders shall cause each of the Group Company to, establish new companies to operate the business acquired by the Operating Companies as disclosed in Appendix 3 of the Disclosure Schedule, as soon as practicable but in any event within two months after the Closing.

5.28.Intellectual Property Rights.   Each of the Group Company shall, and the Founders shall cause each of the Group Company to, require the registrant of the intellectual property rights which are not registered under the name of the Group Company (as disclosed in Section 3.24 of the Disclosure Schedule) to transfer the title of such intellectual property rights to the Group Company free of consideration, as soon as practicable but in any event within one month after the Closing.

6.CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING.

The obligation of each Investor to purchase the Purchased Shares at the Closing is subject to the fulfillment, to the satisfaction of such Investor (or waiver thereof by such Investor) on or prior to the Closing Date, of the following conditions:

6.1.Representations and Warranties True and Correct.   The representations and warranties made by the Seller Parties in Section 3 hereof shall be true and correct and complete when made, and shall be true and correct and complete as of the Closing Date with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.

6.2.Performance of Obligations.   Each Seller Party shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

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6.3.Proceedings and Documents.   All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Investors, and the Investors shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

6.4.Approvals, Consents and Waivers.   Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

6.5.Compliance Certificate.   At the Closing, the Seller Parties shall deliver to the Investors certificates, dated the date of the Closing, signed by the director, legal representative of the Seller Parties and the Founders certifying that the conditions specified in Sections 6 have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Group Companies since the date of this Agreement.

6.6.Amendment to Constitutional Documents.   The Restated Articles shall have been (i) duly adopted by the Company by all necessary corporate action of its Board of Directors and its shareholders, and (ii) duly filed with the Registrar of Corporate Affairs in the British Virgin Islands, within seven days following the execution of this Agreement.

6.7.Register of Members.   Each Investor shall have received a copy of the Company’s register of members, certified by the registered agent of the Company as true and complete as of the date of the Closing, updated to show such Investor as the holder of its respective number of Purchased Shares.

6.8.Appointment of Director.   The Company’s Restated Articles shall have provided that the Board of Directors shall consist of four (4) directors, among which one (1) is appointed by the Investors, and three (3) are mutually appointed by the holders of the Ordinary Shares. The Board of Directors of the WFOE shall be constituted or re-constituted in a way so that the WFOE shall have the same number of directors as, and the Investors shall be entitled to appoint the same number of directors to the WFOE, as they are entitled to appoint to the Company.

6.9.Opinions of Company’s PRC Counsel.   The Investors shall have received from the Company’s PRC counsel a PRC legal opinion addressed to the Investors, dated as of the date of the Closing, in form and substance satisfactory to the Investor.

6.10.Opinions of Company’s BVI Counsel.   The Investors shall have received from the Company’s BVI counsel a BVI legal opinion addressed to the Investors, dated as of the date of the Closing, in form and substance satisfactory to the Investor.

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6.11.       Execution of Shareholders Agreement. The Company shall have delivered to the Investors the Shareholders Agreement, duly executed by the Company and all other parties thereto (except for the Investors).

6.12.       Execution of Control Documents. The agreements and documents set forth in Exhibit D attached hereto (the “Control Documents”) shall have been executed and delivered by the relevant parties thereto to the satisfaction of the Investors and the Investors have been provided with a copy of each Control Documents duly signed by all the parties thereto.

6.13.       Employment Agreement and Confidentiality Agreement and Non-Competition Agreement. The Founders and each key employee of the Group Companies (as disclosed in Section 3.24 of the Disclosure Schedule), shall have entered into an employment agreement and confidentiality agreement and non-competition agreement with the WFOE in the form attached hereto as Exhibit E, and the Company shall have delivered to the Investor copies of the same, duly executed by the parties thereto.

6.14.       Good Standing. The Investors shall have received a certificate of good standing issued by the Registrar of Corporate Affairs of the British Virgin Islands certifying that the Company was duly constituted, paid all required fees and is in good legal standing.

6.15.       Confirmation of Existing Shareholders. The Company shall have entered into confirmation agreements with its existing shareholders, which confirm that (i) the Company has fully performed its obligations under the agreements or understandings (whether written or not) between the Company and such shareholders regarding the issuance and/or transfer of shares of the Company, (ii) the shareholding structure as set forth in Section 3.2(e) of the Disclosure Schedule is the final and conclusive shareholding structure immediately before the Closing, and (iii) the existing shareholders do not have any further claim against the Company.

6.16.       Interested Party Transactions. The accounts between Wowo Tuan and Xu Maodong regarding (i) the RMB4,700,000 paid by Xu Maodong on behalf of the Wowo Tuan, and (i) the investment of Lv Yonghong, Hu Xiaoyong to Wowo Tuan in the amount of RMB19,000,000 through Xu Maodong, shall have been adjusted and Lv Yonghong and Hu Xiaoyong’s investment to Wowo Tuan shall have been reflected in the financial statement of Wowo Tuan. Documents evidencing such set off and payment shall be provided to the Investors.

6.18.       Due Diligence. The Investors shall have completed its legal, financial and business due diligence investigation of the Group Companies to its satisfaction.

6.19.       Material Adverse Change. Since the date of this Agreement, there shall have been no material adverse change in the business, operations or conditions of the Group Companies, taken as a whole, as determined by the Investors at their sole discretion.

6.20.       Approval by Investment Committee. The Investors shall have received approvals, if required, by its investment committee for entering into the transactions contemplated hereunder.

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7.             CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING.

The obligations of the Company under this Agreement with respect to each Investor are subject to the fulfillment, on or prior to the Closing Date, of the following conditions (or waiver thereof by the Company):

7.1.         Representations and Warranties. The representations and warranties of the Investor contained in Section 4 hereof shall be true and correct as of the Closing Date.

7.2.         Payment of Purchase Price. The Investor shall have delivered to the Company the Purchase Price in accordance with Section 1.2 and 1.3.

7.3.         Execution of Shareholders Agreement. The Investor shall have executed and delivered to the Company the Shareholders Agreement.

8.             MISCELLANEOUS.

8.1.         Indemnity. Each Seller Party shall, jointly and severally, indemnify the Investors against any reduction in value of the Company’s or the Group Companies’ assets, any increase in their liabilities, any dilution of the Investors’ interests in the Company or any diminution in the value of the Investors’ interests in the Company as a result of (i) any breach or violation of any representation or warranty made by any Group Company or the Founders, including without limitation the Financial Statements; (ii) any breach by any Group Company or the Founders of any covenant or agreement contained herein, including without limitation claims by tax authorities against the Company; (iii) any failure by any Group Company to comply with the applicable PRC labor laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions; and (iv) any failure by any Group Company to comply with the applicable PRC laws regarding anti unfair competition. Notwithstanding the foregoing sub-clause (i) to (iv), if the Company can prove, to the Investors’ satisfaction, within 14 days after the occurrence of a breach of any covenant or agreement contained herein, that such breach is the sole responsibility of the Founders, then only the Founders, not the Company, shall bear the indemnification obligation. If the Investors believe that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the Seller Party stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted.

8.2.         Calculation of Losses of the Investors. Each of the Seller Parties agrees that in assessing the amount of damages for a breach of representations and warranties, covenants and agreements under this Agreement, there shall be taken into account that: (i) in calculating the loss or damage that the Investors may suffer as a result of any claim made by the Investors under this Agreement, any payment made by the Company to reimburse the Investors for its losses will in itself diminish the value of the Investors’ investment in the Company and, accordingly, such payment should be taken into account in calculating the Investors’ loss or damage; and (ii) the Investors shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all Series A-2 Preferred Shares or Ordinary Shares arising from conversion thereof held by the Investors as a result of any inaccuracy or breach of representations and warranties, covenants and agreements or breach of any other provision of this Agreement.

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8.3.         Founders’ Guarantee. In consideration of the Investors entering into this Agreement, (a) the Founders hereby unconditionally and irrevocably guarantees, as primary obligor and not merely a surety, to the Investors the due and punctual performance and observance by the Group Companies, and (b) the Founders hereby unconditionally and irrevocably guarantees, as primary obligor and not merely a surety, to the Investors the due and punctual performance and observance by each of the Group Companies, of all its respective obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to the Transaction Documents, and agrees to fully and unconditionally indemnify the Investors against all losses, damages, costs and expenses (including legal costs and expenses) which the Investors may suffer through or arising from any breach by any of the Group Companies. The liability of the Group Companies as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement, or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.

8.4.         Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China, as to matters within the scope thereof and without regard to its principles of conflicts of laws.

8.5.         Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

8.6.         Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto whose rights or obligations hereunder are affected by such amendments. This Agreement and the rights and obligations therein may not be assigned by the Seller Parties without the written consent of the Investors.

8.7.         Entire Agreement. This Agreement, the Shareholders Agreement, any Ancillary Agreements, and the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement or related agreements shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

8.8.         Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by facsimile at the number set forth in Exhibit F hereto, upon receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other party as set forth in Exhibit F; or (d) three (3) business days after deposit with an overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit F with next business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

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Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 8.8 by giving, the other parties written notice of the new address in the manner set forth above.

8.9.         Amendments. Any term of this Agreement may be amended or waived only with the written consent of all the Seller Parties and the Investors.

8.10.       Waivers. Each of the Seller Parties, by executing this Agreement, hereby waives any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares.

8.11.       Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Seller Party or Investors, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of such Seller Party or Investors, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Seller Party or Investors of any breach of default under this Agreement or any waiver on the part of any Seller Party or Investors of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Seller Parties and the Investors shall be cumulative and not alternative.

8.12.       Finder’s Fees. Each party represents and warrants to the other party hereto that it has retained no finder or broker in connection with the transactions contemplated by this Agreement and hereby agrees to indemnify and to hold harmless the other party hereto from and against any liability for any commission or compensation in the nature of a finder’s fee of any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the indemnifying party or any of its employees or representatives are responsible.

8.13.       Interpretation; Titles and Subtitles. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to sections and exhibits of this Agreement. As used in this Agreement, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”.

8.14.       Counterparts. This Agreement may be executed (including facsimile signature) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

8.15.       Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions

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contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

8.16.       Confidentiality and Non-Disclosure. The parties hereto agree to be bound by the confidentiality and non-disclosure provisions of Section 8 of the Shareholders Agreement, which shall mutatis mutandis apply.

8.17.       Further Assurances. Each party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

8.18.       Dispute Resolution.

(a)           Negotiation between Parties. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 8.18(b) shall apply.

(b)           Arbitration. In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.

8.19.       Expenses. The Company shall reimburse the Investors at the Closing, all reasonable legal, financial, administrative and other expenses incurred by the Investors in connection with the Investors’ due diligence investigation of the Group Companies and the preparation of the necessary financing documents for the transaction contemplated hereunder. The Investors may effect such reimbursement at the Closing by withholding from the payment of the Purchase Price the amount to which they are entitled to reimbursement pursuant to the preceding sentence. Notwithstanding the withholding of such amount, the Investors shall be deemed to have paid to the Company the full amount of the Purchase Price, including the amount so withheld. If the Closing does not occur due to the reasons attributable to the Group Companies or the Founders, the Company shall reimburse the Investors such expenses upon the request of the Investors.

8.20.       Force Majeure. Force Majeure means any event that is beyond the party’s reasonable control and cannot be prevented with reasonable care, which includes acts of nature, earthquake, fire, war, acts of governments. If either of the parties is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure

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or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement.

8.21.       Rights Cumulative. Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

8.22.       Termination. This Agreement may be terminated by each Investor on or after June 10, 2011, by written notice to the Company, if the Closing has not occurred on or prior to such date. Such termination under this Section 8.22 shall be without prejudice to any claims for damages or other remedies that the parties may have under this Agreement or applicable law.

[THE SPACE BELOW HAS BEEN INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE GROUP COMPANIES:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Xu Maodong	Xu Tianqing

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE INVESTORS:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

Schedule A

Founders

Name	ID/ Passport No.
(Xu Maodong)	420106196712023614
(Xu Tianqing)	372802196001252912
(Wu Jianguang)	110101197410262556
(Wu Mingdong)	710541464 (US Passport)
(Chen Yan)	320102197109203245
(Wei Jinghan)	420106196804053626
(Liu Hanyu)	371100197510156817
(Deng Kangming)	110107196601311111
(Tong Jiawei)	320106196403081219
(Lv Guangyu)	510221197112130438
(Wang Yunming)	370628197811270034
(Liu Chuanjun)	371323198208236912
(Chen Zhong)	E0026775K (Singapore Passport)
(Lin Pingping)	130928198409231324
(Pan Guozhang)	372923198306285615

Schedule B

Investors

Name of Investors	Number of Series A-2 Preferred Shares	Purchase Price
CDH Barley Limited	30,803,678	US$	30,000,000
TOTAL	30,803,678	US$	30,000,000

LIST OF EXHIBITS

Exhibit ARestated Articles

Exhibit BDisclosure Schedule

Exhibit CShareholders Agreement

Exhibit DControl Documents

Exhibit EForm of Employment Agreement, Confidentiality Agreement and Non-Competition Agreement

Exhibit FNotices

EXHIBIT A

Restated Articles

EXHIBIT B

Disclosure Schedule

EXHIBIT C

Shareholders Agreement

EXHIBIT D

Control Documents

EXHIBIT E

Form of Employment Agreement, Confidentiality Agreement and Non-Competition Agreement

EXHIBIT F

Notices

To: Group Companies and the Founders

Attention:Wu Mingdong

Address:North American International Business Center, No. 108 Yi, Beiyuan Road, Chaoyang District, Beijing, PRC

Tel:86 10 6266 8858

Fax:86 10 6266 8866

To: CDH Barley Limited

Attention:Ms. Guo Li or Mr. KH Lew

Address:1503 International Commerce Center,1 Austin Road West, Kowloon, Hong Kong

Tel:852 3518 8000

Fax:852 2810 7083

Exhibit 10.18

EXECUTION

SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

THIS SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of June 8, 2011 by and among:

1.Wowo Group Limited, a company organized and existing under the laws of the British Virgin Islands (the “Company”);

2.New Field Worldwide Ltd, a company organized and existing under the laws of the British Virgin Islands (the “New Field”);

3.Wowo Holding Limited, a company organized and existing under the laws of Hong Kong (the “HK Co.”);

4.Beijing Wowo Shi Jie Information Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC, as the wholly-owned subsidiary of the HK Co. (the “WFOE”);

5.Beijing Wowo Tuan Information Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC (the “Wowo Tuan”);

6.Beijing Kai Yi Shi Dai Network Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC (the “Kai Yi Shi Dai”);

7.Beijing Yi You Bao Information Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC (the “Yi You Bao”);

8.Each of the persons as set forth in Schedule A attached hereto (each, a “Founder”, and collectively, the “Founders”);

9.The entities as set forth in Schedule B attached hereto (each, an “Investor”, and collectively, the “Investors”).

The Company, HK Co., WFOE, Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Operating Companies”, and each, an “Operating Company”.

RECITALS:

A.The Company desires to issue and sell to the Investors, and the Investors desire to purchase from the Company certain number of series A-2 convertible redeemable preferred shares, par value US$0.01 per share, of the Company (the “Series A-2 Preferred Shares”) on the terms and conditions set forth in this Agreement;

B.The Company legally and beneficially owns 100% of the equity interest in the HK Co. and the HK Co. legally and beneficially owns 100% of the equity interest in the WFOE, which in turn controls, through a series of contractual arrangements, the management and business of the Operating Companies; and

D.The Group Companies are engaged in the business of internet group sale and relevant services (the “Business”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.AGREEMENT TO PURCHASE AND SELL SHARES

1.1.Authorization. As of the Closing (as defined below), the Company will have authorized the issuance, pursuant to the terms and conditions of this Agreement, of 2,053,579 Series A-2 Preferred Shares having the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit A (the “Restated Articles”).

1.2.Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions hereof, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the number of Series A-2 Preferred Shares set forth opposite the name of such Investor in Schedule B attached hereto (the “Purchased Shares”), at a price of US$0.9739 per share, amounting to an aggregate purchase price of US$2,000,000 (the “Purchase Price”). The ordinary shares of the Company issuable upon conversion of the Purchased Shares will be hereinafter referred to as the “Conversion Shares”.

1.3.Transfer of Funds. The Purchase Price shall be paid by wire transfer of United States dollars in immediately available funds to designated account of the Company, provided that the Company shall deliver wire transfer instruction to the Investors at least ten (10) business days (defined as any day other than a Saturday or Sunday on which banks are ordinarily open for business in PRC) prior to the Closing as applicable.

1.4.Post-Investment Capitalization Structure. Immediately after the issuance and sale of the Purchased Shares on the Closing Date, the post-investment capitalization structure of the Company immediately after the Closing shall be as follows:

Shareholders	No. of Shares	Type of Shares	Percentage
New Field	98,397,704	Ordinary Shares	25.09	%
Xu Madong	116,421,385	Ordinary Shares	29.68	%
Wu Jianguang	18,115,693	Ordinary Shares	4.62	%
Wu Mingdong	13,175,050	Ordinary Shares	3.36	%
Chen Yan	1,976,257	Ordinary Shares	0.50	%

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Shareholders	No. of Shares	Type of Shares	Percentage
Wei Jinghan	1,976,257	Ordinary Shares	0.50	%
Liu Hanyu	2,140,946	Ordinary Shares	0.55	%
Deng Kangming	7,740,342	Ordinary Shares	1.97	%
Tong Jiawei	7,246,277	Ordinary Shares	1.85	%
Lv Guangyu	7,740,342	Ordinary Shares	1.97	%
Wang Yunming	2,253,843	Ordinary Shares	0.57	%
Liu Chuanjun	346,745	Ordinary Shares	0.09	%
Chen Zhong	346,745	Ordinary Shares	0.09	%
Lin Pingping	346,745	Ordinary Shares	0.09	%
Pan Guozhang	173,373	Ordinary Shares	0.04	%
Lv Yonghong	12,820,513	Ordinary Shares	3.27	%
Hu Xiaoyong	5,128,205	Ordinary Shares	1.31	%
Yang Guang	2,253,496	Ordinary Shares	0.57	%
Jiang Yuedong	563,374	Ordinary Shares	0.14	%
Zhang Yongming	16,194,332	Ordinary Shares	4.13	%
Gloden Bright Global Investment Holdings Limited	6,477,733	Ordinary Shares	1.65	%
Chia Tai Xing Ye Industrial Development Limited	2,051,283	Ordinary Shares	0.52	%
ESOP	30,000,000	Ordinary Shares	7.65	%
Zero2IPO China Fund II L.P.	5,489,604	Series A-1 Preferred Shares	1.40	%
	2,053,579	Series A-2 Preferred Shares	0.52	%
CDH Barley Limited	30,803,678	Series A-2 Preferred Shares	7.85	%
Total	392,233,501	—	100	%

2.CLOSINGS; DELIVERY

2.1.Closing. The sale of the Purchased Shares shall be held within ten (10) business days after the fulfillment or waiver of the conditions to the closing as set forth in Section 6 and Section 7, or at such other time and place as the Company and the Investors may mutually agree upon (the “Closing”).

2.2.Delivery. At the Closing, in addition to any items the delivery of which is made an express condition to the Investors’ obligations at the Closing pursuant to

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Section 6, the Company shall deliver to each Investor (i) a copy of updated register of members of the Company showing each Investor as the holder of Purchased Shares purchased by such Investor hereunder, certified by the registered agent of the Company, and (ii) a duly issued share certificate or certificates to each Investor representing the Purchased Shares purchased by such Investor issued in the name of such Investor, duly signed and sealed for and on behalf of the Company. At the Closing, the Investor shall deposit the Purchase Price by wire transfer of immediately available U.S. dollar funds into the designated account provided pursuant to Section 1.3.

3.REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES.

The Group Companies, New Field and the Founders (collectively, the “Seller Parties” and individually, a “Seller Party”) hereby jointly and severally represent and warrant to each Investor, subject to the disclosures set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit B (which Disclosure Schedule shall be deemed to be representations and warranties to such Investor), as of the date hereof and the date of the Closing (the “Closing Date”), as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question.

3.1.Organization, Standing and Qualification. Each Group Company is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as proposed to be conducted, and to perform each of its obligations hereunder and under any agreement contemplated hereunder to which it is a party. Each Group Company is qualified to do business and is in good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction where failure to be so qualified would have a material adverse effect on the condition (financial or otherwise), assets relating to, or results of operation of or business (as presently conducted and proposed to be conducted) of any Group Company (a “Material Adverse Effect”).

3.2.Capitalization. Immediately prior to the Closing, the authorized share capital of the Company consists of the following:

(a)Ordinary Shares. A total of 1,928,660,537 authorized Ordinary Shares, par value US$0.01 per share, of which 323,886,640 shares are issued and outstanding.

(b)Series A-1 Preferred Shares. A total of 20,000,000 authorized series A-1 preferred shares, par value US$0.01 per share, of the Company (the “Series A-1 Preferred Shares”), of which 5,489,604 are issued and outstanding.

(c)Series A-2 Preferred Shares. A total of 51,339,463 authorized Series A-2 Preferred Shares (together with Series A-1 Preferred Shares, the “Preferred Shares”), none of which shares are issued and outstanding.

(d)Options, Warrants, Reserved Shares. The Company has reserved enough Ordinary Shares for issuance upon the conversion of Preferred Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the preemptive rights

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provided in the shareholders agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 30,000,000 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of Directors”), (iv) 30,803,678 Series A-2 Preferred Shares issuable under the Series A-2 Preferred Share Purchase Agreement dated as of May 25, 2011 by and among the Group Companies, the Founders, CDH Barley Limited and other parties thereto, and (v) as contemplated hereby and by the Restated Articles, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.2(d) and the Shareholders Agreement, no shares (including the Purchased Shares and Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any rights of participation, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

(e)Outstanding Security Holders. A complete and current list of all shareholders, option holders and other security holders of the Company as of the date hereof and as of the Closing Date is set forth in Section 3.2(e) of the Disclosure Schedule, indicating the type and number of shares, options or other securities held by each such shareholder, option holder or other security holder.

(f)Vesting Schedule. Except as contemplated in the Wowo Group Limited 2011 Share Incentive Plan, no share plan, share purchase, share option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

3.3.Subsidiaries; Group Structure.

(a)Except for the HK Co. and the WFOE, one hundred percent (100%) of the equity interest of which are owned by the Company, and the Operating Companies, one hundred percent (100%) of the equity interest of which are owned, directly or indirectly by the Founders, the Company and the Founders do not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. Neither the WFOE nor the Operating Companies has any subsidiaries, and neither own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, nor maintain any offices or branches or subsidiaries except for those as described in Section 3.3(a) of the Disclosure Schedule. The particulars of the WFOE and the Operating Companies are set forth in Section 3.3(a) of the Disclosure Schedule.

(b)As of the Closing, each of the WFOE and the Operating Companies shall possess all requisite approvals, permits and licenses for the conduct of the Business as currently conducted and proposed to be conducted and for the ownership and operation of its assets and property.

(c)There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the equity interest of either the WFOE or the Operating Companies.

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3.4.Due Authorization. All corporate action on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement and any other agreements to which it is a party and the execution of which is contemplated hereunder (the “Ancillary Agreements”), and the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”) and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares being sold under this Agreement and of the Ordinary Shares issuable upon conversion of such Purchased Shares, have been taken or will be taken prior to the Closing. Each of this Agreement, the Shareholders Agreement, the Ancillary Agreements and the Constitutional Documents (collectively, the “Transaction Documents”) is a valid and binding obligation of each Group Company enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.5.Valid Issuance of Purchased Shares.

(a)The Purchased Shares are, and Conversion Shares when issued, sold and delivered in accordance with the terms of this Agreement will be, duly and validly issued, fully paid and non-assessable.

(b)All currently outstanding capital shares of the Company are duly and validly issued, fully paid and non-assessable, and all outstanding shares, options, warrants and other securities of the Company and each other Group Company have been issued in full compliance with the requirements of all applicable securities laws and regulations including, to the extent applicable, the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the “Act”), or in compliance with applicable exemptions therefrom, and all other provisions of applicable securities laws and regulations, including, without limitation, anti-fraud provisions.

3.6.Liabilities. Except as fully and fairly reflected in the Financial Statements (as defined in Section 3.15 below) and the indebtedness under the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 in an amount of RMB 32 million, no Group Company has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which the Group Company has otherwise become directly or indirectly liable.

3.7.Title to Properties and Assets. Each Group Company has good and marketable title to its properties and assets held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each Group Company is in compliance with such leases and such Group Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.

3.8.Status of Proprietary Assets. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets (as defined below), including without limitation all Registered Intellectual Property (as defined below), necessary and appropriate for the Business and without any conflict with or

6

infringement of the rights of others. Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets of any other person or entity. No Group Company has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor, to the best knowledge of the Seller Parties, is there any reasonable basis therefor. None of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kind, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement or any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, business methods, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.

3.9.Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, including without limitation, all agreements between the WFOE and the Operating Companies, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology, are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Investors and their counsel. For purposes of this

7

Section 3.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of twenty thousand U.S. dollars (US$20,000) or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect.

3.10.Litigation. There is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending or, to the best knowledge of the Seller Parties, currently threatened against any of the Group Companies, any Group Company’s activities, properties or assets or against any officer, director or employee of each Group Company in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any Group Company, or otherwise. To the best knowledge of the Seller Parties, there is no factual or legal basis for any such Action that is likely to result, individually or in the aggregate, in any Material Adverse Effect. By way of example, but not by way of limitation, there are no Actions pending against any of the Group Companies or threatened against any of the Group Companies, relating to the use by any employee of any Group Company of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties. None of the Group Companies is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any Group Company currently pending or which it intends to initiate.

3.11.Compliance with Laws; Consents and Permits. None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ ownership or investment in the Company under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on October 21, 2005 (2005)

75  the “SAFE Circular”), except that the current shareholders other than Xu Maodong and Xu Tianqing will use their best efforts to file applications with relevant foreign exchange authority for their respective ownership or investment in the Company under the SAFE Circular at the earliest practicable date subsequent to the Closing. Other than the above exception, all consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority (the “Permits”) and of any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company in connection with the consummation of the transactions contemplated hereunder have been obtained or made as of the date hereof, or will be obtained or made prior to the Closing, and shall be fully effective as of the Closing. Each Group Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group

8

Companies is in default under any of such franchises, permits, licenses or other similar authority.

3.12.Compliance with Other Instruments and Agreements. None of the Group Companies is or has been in, nor shall the conduct of its business as currently or proposed to be conducted result in, violation, breach or default of any term of its Constitutional Documents of the respective Group Company, or in any material respect of any term or provision of Group Company Contract or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra vires or invalid, or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

3.13.Registration Rights. Except as provided in the Shareholders Agreement, no Seller Party has granted or agreed to grant any person or entity any registration rights (including piggyback registration rights) with respect to, nor is the Company obliged to list, any of the Company’s shares (or any other Group Company’s shares) on any securities exchange. Except as contemplated under this Agreement and the Shareholders Agreement and the Control Documents, there are no voting or similar agreements which relate to the share capital of the Company or any of the equity interests of the WFOE or the Operating Companies.

3.14.Financial Advisor Fees. There exists no agreement or understanding between any Group Company and any investment bank or other financial advisor under which such Group Company may owe any brokerage, placement or other fees relating to the offer or sale of the Purchased Shares.

3.15.Financial Statements. The Company has delivered to the Investors (i) the unaudited financial statements of the Group Company for the year 2010 and (ii) the management accounts of the Group Company for the period from January 1, 2011 to April 30, 2011 (the foregoing management accounts and any notes thereto are hereinafter referred to as the “Financial Statements” and April 30, 2011 the “Financial Statements Date”). Such Financial Statements are (a) in accordance with the books and records of the applicable Group Company, (b) true, correct and complete and present fairly the financial condition of such Group Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with PRC generally accepted accounting principles (“PRC GAAP”) applied on a consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all of the Group Companies’ respective debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with PRC GAAP. The Group Companies have good and marketable title to all assets set forth on the balance sheets of the respective Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates. Except as

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disclosed in the Financial Statements and the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 in an amount of RMB 32 million, none of the Group Companies is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated.

3.16.Activities since Financial Statements Date. From the Financial Statements Date to the date hereof and the Closing Date, with respect to each Group Company, there has not been:

(a)any change in the assets, liabilities, financial condition or operating results of the Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;

(b)any material change in the contingent obligations of the Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise;

(c)any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Group Company (as presently conducted and as presently proposed to be conducted);

(d)any waiver by the Group Company of a valuable right or of a material debt;

(e)any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that would not have a Material Adverse Effect;

(f)any material change or amendment to a material contract or arrangement by which the Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;

(g)any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director;

(h)any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of the Group Company;

(i)any resignation or termination of any key officer or employee of the Group Company;

(j)any mortgage, pledge, transfer of a security interest in, or lien created by the Group Company, with respect to any of the Group Company’s properties or assets, except liens for taxes not yet due or payable;

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(k)any debt, obligation, or liability incurred, assumed or guaranteed by the Group Company in excess of fifty thousand U.S. dollars (US$50,000) or in excess of one hundred thousand U.S. dollars (US$100,000) in the aggregate;

(l)any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by the Group Company;

(m)any failure to conduct business in the ordinary course, consistent with the Group Company’s past practices;

(n)any transactions of any kind with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals;

(o)any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or

(p)any agreement or commitment by the Group Company or any Seller Party to do any of the things described in this Section 3.16.

3.17.Tax Matters. The provisions for taxes in the respective Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the covered Group Company, whether or not assessed or disputed as of the date of each such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each Group Company has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. Each Group Company is not subject to any waivers of applicable statutes of limitations with respect to taxes for any year. Since the Financial Statements Date, none of the Group Companies has incurred any taxes, assessments or governmental charges other than in the ordinary course of business and each Group Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period.

3.18.Interested Party Transactions. Except for the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 in an amount of RMB 32 million and the loan agreement between Xu Maodong and Wowo Group Limited with the amount no more than USD 5 million dated April 2, 2011, no Seller Party, officer or director of a Group Company or any “Affiliate” or “Associate” (as those terms are defined in Rule 405 promulgated under the Act) of any such person has any agreement (whether oral or written), understanding, proposed transaction with, or is indebted to, any Group Company, nor is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any of such persons (other than for accrued salaries, reimbursable expenses or other standard employee benefits). No officer or director of a Seller Party has any direct or indirect ownership interest in, or any agreement or other arrangement or undertaking, whether oral or written, with, any firm or corporation with which a Group Company is affiliated or with which a Group Company has a business relationship, or any firm or corporation that competes with a Group Company. No Affiliate or Associate of any officer or director of a Seller Party is directly or indirectly interested in any contract with a Group Company. No officer or director of a Seller Party or any Affiliate or Associate of any such person has had, either directly or indirectly, an interest in: (a) any person or entity which purchases from or

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sells, licenses or furnishes to a Group Company any goods, property, intellectual or other property rights or services; or (b) any contract or agreement to which a Group Company is a party or by which it may be bound or affected. There is no agreement between any shareholder of the Company with respect to the ownership or control of any Group Company.

3.19.Environmental and Safety Laws. None of the Group Companies is in violation of any applicable statute, law, or regulation relating to the environment or occupational health and safety and no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

3.20.Employee Matters. The Group Companies have complied in all material aspects with all applicable employment and labor laws. The Group Companies are not aware that any officer or key employee intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any officer or key employee. Except as otherwise disclosed to the Investors in Section 3.20 of the Disclosure Schedule, the Group Companies are not party to or bound by any currently effective incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement.

3.21.Exempt Offering. The offer and sale of the Purchased Shares under this Agreement, and the issuance of the Conversion Shares upon conversion thereof are or shall be exempt from the registration requirements and prospectus delivery requirements of the Act, and from the registration or qualification requirements of any other applicable securities laws and regulations.

3.22.No Other Business. The Company was formed solely to acquire and hold an equity interest in the HK Co. and the HK Co. was formed solely to acquire and hold an equity interest in the WFOE, and since its formation, neither the Company nor the HK Co. has engaged in any business and has incurred any liability in the course of its business of acquiring and holding its equity interest in the HK Co. or the WFOE. The WFOE and the Operating Companies are engaged solely in the Business and have no other activities.

3.23.Minute Books. The minute books of each Group Company have been made available to the Investors and each such minute books contains a complete summary of all meetings and actions taken by directors and shareholders or owners of such Group Company since its time of formation, and reflects all transactions referred to in such minutes accurately in all material respects.

3.24.Obligations of Management. Each of the key employees identified in Section 3.24 of the Disclosure Schedule is currently devoting his or her full working time to the conduct of the Business of a Group Company or the Group Companies. No Seller Party is aware that any employee is planning to work less than full time at a Group Company in the future. None of employees or the Founders is currently working for a competitive enterprise, whether or not such person is or will be compensated by such enterprise.

3.25.Disclosure. Each Seller Party has fully provided the Investors with all the information that the Investors have requested for deciding whether to purchase the Purchased Shares and all information that each Seller Party reasonably believes is necessary or relevant to enable the Investors to make an informed investment decision. No representation or warranty by any Seller Party in this Agreement and no information or

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materials provided by any Seller Party to the Investors in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. No financial forecasts or forward-looking statements in any business plans or other materials provided by any Seller Party to the Investors have been prepared based on unreasonable assumptions.

3.26.Other Representations and Warranties Relating to the WFOE and the Operating Companies.

(a)The Constitutional Documents and all Consents necessary or appropriate for the WFOE and the Operating Companies are valid, have been duly approved or issued (as applicable) by competent PRC authorities or other applicable parties and are in full force and effect.

(b)All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the WFOE and the Operating Companies have been duly obtained from the relevant PRC authorities and are in full force and effect.

(c)All filings and registrations with the PRC authorities required in respect of the WFOE and the Operating Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations.

(d)The registered capital of each of the WFOE and the Operating Companies is fully paid up. The Company legally and beneficially owns 100% of the equity interest in the WFOE indirectly. There are no outstanding rights, or commitments made by the Company to sell any of its equity interest in the WFOE and the Operating Companies.

(e)Neither the WFOE nor the Operating Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it.

(f)Each of the WFOE and the Operating Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities.

(g)In respect of any Permits requisite for the conduct of any part of the Business of the WFOE and the Operating Companies which are subject to periodic renewal, no Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities.

(h)The WFOE and the Operating Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without

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limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.

(i)All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting at PRC law and in accordance with their respective terms.

3.27.Insurance. Each Group Company has obtained the insurance coverage of the same types and at the same coverage levels as other similarly situated companies.

4.REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

Each Investor represents and warrants to the Company as follows:

4.1.Authorization. Such Investor has all requisite power, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed and delivered by such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by such Investor, will constitute valid and legally binding obligations of such Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

4.2.Purchase for Own Account. The Purchased Shares and the Conversion Shares will be acquired for such Investor’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

5.COVENANTS OF THE SELLER PARTIES.

Each of the Seller Parties covenants to the Investor as follows:

5.1.From the execution of this Agreement until the Closing, each of the Group Companies shall, and the Founders shall cause each of the Group Companies to: (A) promptly notify the Investors in writing and in sufficient detail of the occurrence of any of the following: (i) any proposed merger, acquisition, consolidation, amalgamation or other corporate re-organization or any sale or exclusive license of all or substantially all of its assets by or involving any Group Company, (ii) any Group Company making any proposed change in the rights or privileges, obligations or liabilities of, or dilution of the respective percentage of ownership of any shareholder, or other change in the capital structure of such Group Company as of the execution of this Agreement (including, without limitation, the issuance, sale, offer to sell, redemption or acquisition by such Group Company or any equity interest therein or equity derivatives, options, warrants or other interests representing, or convertible into, an equity interest therein or a right to obtain an equity interest therein or rights equivalent thereto, or alteration or re-organization of the equity capital of such entity, including, without limitation, any increase, reduction or cancellation of equity capital or any consolidation, subdivision or conversion or, or any alteration of the rights in respect of, any equity capital; or (iii) any Group Company entering into any material agreements, contracts, arrangements or other transactions, in each case other than in the ordinary course of business;

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and (B) seek the prior written approval of the Investors prior to executing any agreements, contracts, instruments or other documents to consummate or effect any of such transactions.

5.2.Use of Proceeds from the Sale of Purchased Shares. The Company shall use the proceeds from the issuance and sale of the Purchased Shares for capital expenditure and working capital of the Company and its subsidiaries, save as otherwise stipulated in this Agreement. Unless otherwise agreed to in writing by the Investors, no proceeds from the sale of the Purchased Shares shall be used in the payment of any debt of the Company or its subsidiaries or in the repurchase or cancellation of securities held by any shareholders of the Company.

5.3.Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available, free of any liens, for issuance and delivery upon conversion of the Purchased Shares such number of Ordinary Shares or other shares in the share capital of the Company as are from time to time issuable upon conversion of the Purchased Shares, from time to time, and will take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Purchased Shares.

5.4.Business of the Company and the HK Co. The business of the Company shall be restricted to the holding of shares or equity interest in the HK Co.. The business of the HK Co. shall be restricted to the holding of shares or equity interest in the WFOE.

5.5.Business of the WFOE and the Operating Companies. Prior to entering into any new business other than those in the scope of the Business, each Seller Party shall use its best efforts and take all necessary actions to implement and carry out the new business plan subject to the written approval of the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement, including, without limitation, hiring employees, renting office space, employing legal and technical consultants and undertaking other customary business activities. From the Closing and until the new business plan is duly adopted in accordance with all necessary procedures, the business of the WFOE and the Operating Companies shall be limited to the Business.

5.6.Use of Investor’s Name or Logo. Without the prior written consent of an Investor, and whether or not such Investor is then shareholder of the Company, none of the Group Companies, their shareholders (excluding such Investor), nor the Founders shall use, publish or reproduce the names of such Investor or any similar names, trademarks or logos in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes, except for the fact of the equity investments and shareholding in the Group Companies by such Investor (and in any such case shall not disclose the aggregate or individual investment amounts, pricing or ownership percentage, or any of the term of this Agreement, the Shareholders Agreement or any of the Ancillary Agreements).

5.7.Equity Compensation. The Company shall not directly or indirectly issue Ordinary Shares, share options or other forms of equity of the Company to employees, directors or consultants except in accordance with the ESOP approved by the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement.

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5.8.Confidentiality Agreement. The Group Companies shall cause all of their respective current employees to enter into employment agreements and confidentiality agreements in form and substance satisfactory to the Investors. The Group Companies shall further cause all of their respective future employees to enter into its standard form employment agreement and confidentiality agreement in form and substance satisfactory to the Investors.

5.9.Initial Public Offering. The Company shall, within five (5) years from the Closing, seek, and the Founders shall use commercially reasonable efforts to support, an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement, provided, however, that (i) the aggregate proceeds to the Company in such initial public offering shall be not less than US$100,000,000, unless otherwise agreed upon by the Investors and the Company (the “Qualified IPO”).

5.10.Board of Directors. Each Group Company shall hold meetings of the board of directors at least every three (3) months.

5.11.Cash Deposit. All the Group Companies’ cash shall be deposited with international or PRC sound financial institutions, and all such cash deposits shall be short-term with free liquidity unless otherwise approved by the Board of Directors.

5.12.D&O Insurance. The Company shall obtain for the directors insurance against liability for negligence, default, breach of duty or breach of trust incurred in the course of discharging their duties as directors or officers of the Company, including without limitation, directors and officers liability insurance in an agreed insured amount.

5.13.Tax Indemnity. The Seller Parties hereby jointly and severally undertake to pay to the Investors on demand an amount equal to the amount of any diminution in the value of the Purchased Shares or the Conversion Shares, and to indemnify the Investors against any and all losses, liabilities, damages, suits, obligations, judgments or settlements of any kind (including, without limitation, all reasonable legal costs, costs of recovery and other expenses incurred by the Investor), in each case resulting from any claim of taxation (including those resulting from cancellation or reclamation of tax benefits of any kind relating to the Group Companies) arising from an event that occurred or is deemed to have occurred prior to the Closing.

5.14.Regulatory Compliance. Each Seller Party shall, and shall use its best efforts to cause all shareholders of each Group Company, and any successor entity or controlled affiliate of any Group Company to, timely complete all required registrations and other procedures with applicable governmental authorities (including without limitation SAFE) as and when required by applicable laws and regulations. The Seller Parties shall ensure that, prior to the commencement of initial public offering by the Company, each entity described above and its respective shareholders are in compliance with such requirements and that there is no barrier to repatriation of profits, dividends and other distributions from the WFOE (or any successor entity) to the Company.

5.15.Lock Up. Subject to the terms and conditions hereof, following a Qualified IPO, the Founders, the principal and management holder of Ordinary Shares shall

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be subject to any customary lock-up period to the extent requested by the lead underwriter of securities of the Company in connection with the registration relating to such Qualified IPO.

5.16.Non-Compete. The Founders hereby acknowledge that the Investors agree to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Founders to the Group Companies, and agree that the Investors should have reasonable assurance of such basis of investment. Each of the Founders hereby undertakes to the Investors that neither he nor any of his Associates (as defined below) shall directly or indirectly:

(a)during the period from the Closing Date until the consummation of a Qualified IPO or the full redemption of all Preferred Shares pursuant to the Restated Articles, whichever is earlier (“Restriction Period”), participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with the business carried on by any Group Company (including but not limited to the Business) at any time during the Restriction Period;

(b)during the Restriction Period, solicit in any manner any person who is or has been during the Restriction Period a customer or client of any Group Company for the purpose of offering to such person any goods or services similar to or competing with any of the businesses conducted by any Group Company (including but not limited to the Business) at any time during the Restriction Period;

(c)during the Restriction Period, solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company; and

(d)at any time disclose to any person, or use for any purpose, any information concerning the business, accounts, finance, transactions or intellectual property rights of any Group Company or any trade secrets or confidential information of or relating to any of the Group Companies.

For purpose of this Section, “Associate” means, in relation to an individual, his spouse, his child or step-child, any of his other direct family members, or any person acting under his instructions (pursuant to an agreement or arrangement, formal or otherwise) and any person or entity directly or indirectly controlled by him.

5.17.Sole Business. The Founders shall devote all of his or her professional time to attend to the business of the Group Companies and shall not seek or engage in any other business or endeavors prior to the Qualified IPO, unless with prior written approval of the Board of the Directors.

5.18.Additional Covenants. Except as required by this Agreement and the Series A-2 Preferred Share Purchase Agreement dated as of May 25, 2011 by and among the Group Companies, the Founders, CDH Barley Limited and other parties thereto, no resolution of the directors, owners, members, partners or shareholders of any of the Group Companies shall be passed, nor shall any contract or commitment be entered into, in each case, prior to the Closing without the prior written consent of the Investors, except that the Group Companies may carry on its respective business in the same manner as heretofore and may pass resolutions or enter into contracts for so long as they are effected in the ordinary course of business.

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If at any time before the Closing, any of the Group Companies or Seller Parties comes to know of any material fact or event which:

(a)is in any way materially inconsistent with any of the representations and warranties given by any Seller Party, and/or

(b)suggests that any material fact warranted may not be as warranted or may be materially misleading, and/or

(c)might affect the willingness of a reasonable investor in making a prudent decision to purchase the Purchased Shares or the amount of consideration which the Investors would be prepared to pay for the Purchased Shares, such Seller Party shall give immediate written notice thereof to the Investors in which event the Investors may within five (5) business days of receiving such notice terminate this Agreement by written notice without any penalty whatsoever and without prejudice to any rights that the Investor may have under this Agreement or applicable law. If this Agreement is terminated in the event of (a) or (b) above, or in the event of (c) above when such fact or event is caused by the Company, each Seller Party shall jointly and severally indemnify the Investors against all costs, charges and expenses incurred by it in connection with the negotiation, preparation and termination of this Agreement, the Shareholders Agreement and the Ancillary Agreements.

5.19.Employee Matters. The WFOE and the Operating Companies shall comply with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.

5.20.The WFOE and the Operating Companies shall comply with all applicable PRC anti unfair competition laws and regulations in all material respects, including without limitation, the WFOE and the Operating Companies shall not use the business or technical information from the employees’ former employers.

5.21.Tax Matters. The WFOE and the Operating Companies shall comply with all applicable PRC tax laws and regulations in all material respects, including without limitation, laws and regulations pertaining to income tax, value added tax and business tax.

5.22.Permit and License. As soon as practicable after the Closing but in any event within three months after the Closing, the Founders shall cause the Operating Companies (including any subsidiary of the Operating Companies) to, and the Operating Companies (including any subsidiary of the Operating Companies) shall, obtain all permits and licenses and any similar authority necessary in full compliance with applicable laws for the conduct of their business as currently conducted and as proposed to be conducted, including but not limited to, the Value Added Telecommunication Operation License, as applicable, or restructure the websites of the Operating Companies (including any subsidiary of the Operating Companies) to make sure all the operating websites are covered by the Value Added Telecommunication Operation License.

5.23.Investment to Wowo Tuan. As soon as practicable but in any event within one (1) months after the Closing, Wowo Tuan shall, and the Founders shall cause Wowo Tuan to, convert the investment of Xu Maodong, Lv Yonghong, Hu Xiaoyong and Zhang Yongming in the amount of RMB5,000,000, RMB6,333,333, RMB12,666,666 and RMB51,845,000 respectively, which is registered as payables of Wowo Tuan, into the

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registered capital and capital premium of Wowo Tuan and all the registrations and approvals regarding the conversion shall have been obtained.

5.24.Amendment to SAFE Registration. As soon as practicable but in any event within two (2) months after the Closing, the Founders shall duly obtain the requisite registrations and approvals required under the SAFE Circular with respect to the changes in their direct or indirect shareholding in the Company.

5.25.Registration of Equity Pledge. As soon as practicable but in any event within thirty (30) days after the Closing, each of the Operating Companies and the Founders shall use their best efforts to file with the competent Administration for Industry and Commerce the equity pledge created under the Control Documents, and provide to the Investors the record evidencing such filing satisfactory to the Investors.

5.26.Establishment and Registration of Branch Companies. Each of the Group Company shall, and the Founders shall cause each of the Group Company to, register with relevant local authorities and establish as branch companies its local offices or operations when and if such offices or operations are required to be registered as branch companies under applicable laws as soon as practicable but in any event prior to July 31, 2011.

5.27.Establishment of Joint Venture Companies. Each of the Group Company shall, and the Founders shall cause each of the Group Company to, establish new companies to operate the business acquired by the Operating Companies as disclosed in Appendix 3 of the Disclosure Schedule, as soon as practicable but in any event within two months after the Closing.

5.28.Intellectual Property Rights. Each of the Group Company shall, and the Founders shall cause each of the Group Company to, require the registrant of the intellectual property rights which are not registered under the name of the Group Company (as disclosed in Section 3.24 of the Disclosure Schedule) to transfer the title of such intellectual property rights to the Group Company free of consideration, as soon as practicable but in any event within one month after the Closing.

6.CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING.

The obligation of each Investor to purchase the Purchased Shares at the Closing is subject to the fulfillment, to the satisfaction of such Investor (or waiver thereof by such Investor) on or prior to the Closing Date, of the following conditions:

6.1.Representations and Warranties True and Correct. The representations and warranties made by the Seller Parties in Section 3 hereof shall be true and correct and complete when made, and shall be true and correct and complete as of the Closing Date with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.

6.2.Performance of Obligations. Each Seller Party shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

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6.3.Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Investors, and the Investors shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

6.4.Approvals, Consents and Waivers. Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

6.5.Compliance Certificate. At the Closing, the Seller Parties shall deliver to the Investors certificates, dated the date of the Closing, signed by the director, legal representative of the Seller Parties and the Founders certifying that the conditions specified in Sections 6 have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Group Companies since the date of this Agreement.

6.6.Amendment to Constitutional Documents. The Restated Articles shall have been (i) duly adopted by the Company by all necessary corporate action of its Board of Directors and its shareholders, and (ii) duly filed with the Registrar of Corporate Affairs in the British Virgin Islands.

6.7.Register of Members. Each Investor shall have received a copy of the Company’s register of members, certified by the registered agent of the Company as true and complete as of the date of the Closing, updated to show such Investor as the holder of its respective number of Purchased Shares.

6.8.Opinions of Company’s PRC Counsel. The Investors shall have received from the Company’s PRC counsel a PRC legal opinion addressed to the Investors, dated as of the date of the Closing, in form and substance satisfactory to the Investor.

6.9.Opinions of Company’s BVI Counsel. The Investors shall have received from the Company’s BVI counsel a BVI legal opinion addressed to the Investors, dated as of the date of the Closing, in form and substance satisfactory to the Investor.

6.10.Execution of Shareholders Agreement. The Company shall have delivered to the Investors the Shareholders Agreement, duly executed by the Company and all other parties thereto (except for the Investors).

6.11.Execution of Control Documents. The agreements and documents set forth in Exhibit D attached hereto (the “Control Documents”) shall have been executed and delivered by the relevant parties thereto to the satisfaction of the Investors and the Investors have been provided with a copy of each Control Documents duly signed by all the parties thereto.

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6.12.Employment Agreement and Confidentiality Agreement and Non-Competition Agreement. The Founders and each key employee of the Group Companies (as disclosed in Section 3.24 of the Disclosure Schedule), shall have entered into an employment agreement and confidentiality agreement and non-competition agreement with the WFOE in the form attached hereto as Exhibit E, and the Company shall have delivered to the Investor copies of the same, duly executed by the parties thereto.

6.13.Good Standing. The Investors shall have received a certificate of good standing issued by the Registrar of Corporate Affairs of the British Virgin Islands certifying that the Company was duly constituted, paid all required fees and is in good legal standing.

6.14.Confirmation of Existing Shareholders. The Company shall have entered into confirmation agreements with its existing shareholders, which confirm that (i) the Company has fully performed its obligations under the agreements or understandings (whether written or not) between the Company and such shareholders regarding the issuance and/or transfer of shares of the Company, (ii) the shareholding structure as set forth in Section 3.2(e) of the Disclosure Schedule is the final and conclusive shareholding structure immediately before the Closing, and (iii) the existing shareholders do not have any further claim against the Company.

6.15.Interested Party Transactions. The accounts between Wowo Tuan and Xu Maodong regarding (i) the RMB4,700,000 paid by Xu Maodong on behalf of the Wowo Tuan, and (i) the investment of Lv Yonghong, Hu Xiaoyong to Wowo Tuan in the amount of RMB19,000,000 through Xu Maodong, shall have been adjusted and Lv Yonghong and Hu Xiaoyong’s investment to Wowo Tuan shall have been reflected in the financial statement of Wowo Tuan. Documents evidencing such set off and payment shall be provided to the Investors.

6.17.Due Diligence. The Investors shall have completed its legal, financial and business due diligence investigation of the Group Companies to its satisfaction.

6.18.Material Adverse Change. Since the date of this Agreement, there shall have been no material adverse change in the business, operations or conditions of the Group Companies, taken as a whole, as determined by the Investors at their sole discretion.

6.19.Approval by Investment Committee. The Investors shall have received approvals, if required, by its investment committee for entering into the transactions contemplated hereunder.

7.CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING.

The obligations of the Company under this Agreement with respect to each Investor are subject to the fulfillment, on or prior to the Closing Date, of the following conditions (or waiver thereof by the Company):

7.1.Representations and Warranties. The representations and warranties of the Investor contained in Section 4 hereof shall be true and correct as of the Closing Date.

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7.2.Payment of Purchase Price. The Investor shall have delivered to the Company the Purchase Price in accordance with Section 1.2 and 1.3.

7.3.Execution of Shareholders Agreement. The Investor shall have executed and delivered to the Company the Shareholders Agreement.

8.MISCELLANEOUS.

8.1.Indemnity. Each Seller Party shall, jointly and severally, indemnify the Investors against any reduction in value of the Company’s or the Group Companies’ assets, any increase in their liabilities, any dilution of the Investors’ interests in the Company or any diminution in the value of the Investors’ interests in the Company as a result of (i) any breach or violation of any representation or warranty made by any Group Company or the Founders, including without limitation the Financial Statements; (ii) any breach by any Group Company or the Founders of any covenant or agreement contained herein, including without limitation claims by tax authorities against the Company; (iii) any failure by any Group Company to comply with the applicable PRC labor laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions; and (iv) any failure by any Group Company to comply with the applicable PRC laws regarding anti unfair competition. Notwithstanding the foregoing sub-clause (i) to (iv), if the Company can prove, to the Investors’ satisfaction, within 14 days after the occurrence of a breach of any covenant or agreement contained herein, that such breach is the sole responsibility of the Founders, then only the Founders, not the Company, shall bear the indemnification obligation. If the Investors believe that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the Seller Party stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted.

8.2.Calculation of Losses of the Investors. Each of the Seller Parties agrees that in assessing the amount of damages for a breach of representations and warranties, covenants and agreements under this Agreement, there shall be taken into account that: (i) in calculating the loss or damage that the Investors may suffer as a result of any claim made by the Investors under this Agreement, any payment made by the Company to reimburse the Investors for its losses will in itself diminish the value of the Investors’ investment in the Company and, accordingly, such payment should be taken into account in calculating the Investors’ loss or damage; and (ii) the Investors shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all Series A-2 Preferred Shares or Ordinary Shares arising from conversion thereof held by the Investors as a result of any inaccuracy or breach of representations and warranties, covenants and agreements or breach of any other provision of this Agreement.

8.3.Founders’ Guarantee. In consideration of the Investors entering into this Agreement, (a) the Founders hereby unconditionally and irrevocably guarantees, as primary obligor and not merely a surety, to the Investors the due and punctual performance and observance by the Group Companies, and (b) the Founders hereby unconditionally and irrevocably guarantees, as primary obligor and not merely a surety, to the Investors the due and punctual performance and observance by each of the Group Companies, of all its respective obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to the Transaction Documents, and agrees to fully and unconditionally indemnify the Investors against all losses, damages, costs and expenses (including legal costs

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and expenses) which the Investors may suffer through or arising from any breach by any of the Group Companies. The liability of the Group Companies as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement, or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.

8.4.Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China, as to matters within the scope thereof and without regard to its principles of conflicts of laws.

8.5.Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

8.6.Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto whose rights or obligations hereunder are affected by such amendments. This Agreement and the rights and obligations therein may not be assigned by the Seller Parties without the written consent of the Investors.

8.7.Entire Agreement. This Agreement, the Shareholders Agreement, any Ancillary Agreements, and the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement or related agreements shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

8.8.Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by facsimile at the number set forth in Exhibit F hereto, upon receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other party as set forth in Exhibit F; or (d) three (3) business days after deposit with an overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit F with next business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 8.8 by giving, the other parties written notice of the new address in the manner set forth above.

8.9.Amendments. Any term of this Agreement may be amended or waived only with the written consent of all the Seller Parties and the Investors.

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8.10.Waivers. Each of the Seller Parties, by executing this Agreement, hereby waives any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares.

8.11.Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Seller Party or Investors, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of such Seller Party or Investors, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Seller Party or Investors of any breach of default under this Agreement or any waiver on the part of any Seller Party or Investors of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Seller Parties and the Investors shall be cumulative and not alternative.

8.12.Finder’s Fees. Each party represents and warrants to the other party hereto that it has retained no finder or broker in connection with the transactions contemplated by this Agreement and hereby agrees to indemnify and to hold harmless the other party hereto from and against any liability for any commission or compensation in the nature of a finder’s fee of any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the indemnifying party or any of its employees or representatives are responsible.

8.13.Interpretation; Titles and Subtitles. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to sections and exhibits of this Agreement. As used in this Agreement, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”.

8.14.Counterparts. This Agreement may be executed (including facsimile signature) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

8.15.Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

8.16.Confidentiality and Non-Disclosure. The parties hereto agree to be bound by the confidentiality and non-disclosure provisions of Section 8 of the Shareholders Agreement, which shall mutatis mutandis apply.

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8.17.Further Assurances. Each party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

8.18.Dispute Resolution.

(a)Negotiation between Parties. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 8.18(b) shall apply.

(b)Arbitration. In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.

8.19.Expenses. The Company shall reimburse the Investors at the Closing, all reasonable legal, financial, administrative and other expenses incurred by the Investors in connection with the Investors’ due diligence investigation of the Group Companies and the preparation of the necessary financing documents for the transaction contemplated hereunder. The Investors may effect such reimbursement at the Closing by withholding from the payment of the Purchase Price the amount to which they are entitled to reimbursement pursuant to the preceding sentence. Notwithstanding the withholding of such amount, the Investors shall be deemed to have paid to the Company the full amount of the Purchase Price, including the amount so withheld. If the Closing does not occur due to the reasons attributable to the Group Companies or the Founders, the Company shall reimburse the Investors such expenses upon the request of the Investors.

8.20.Force Majeure. Force Majeure means any event that is beyond the party’s reasonable control and cannot be prevented with reasonable care, which includes acts of nature, earthquake, fire, war, acts of governments. If either of the parties is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement.

8.21.Rights Cumulative. Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

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8.22.Termination. This Agreement may be terminated by each Investor on or after June 10, 2011, by written notice to the Company, if the Closing has not occurred on or prior to such date. Such termination under this Section 8.22 shall be without prejudice to any claims for damages or other remedies that the parties may have under this Agreement or applicable law.

[THE SPACE BELOW HAS BEEN INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE GROUP COMPANIES:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE GROUP COMPANIES:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDERS:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE INVESTORS:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

Schedule A

Founders

Name	ID/ Passport No.
(Xu Maodong)	420106196712023614
(Xu Tianqing)	372802196001252912
(Wu Jianguang)	110101197410262556
(Wu Mingdong)	710541464 (US Passport)
(Chen Yan)	320102197109203245
(Wei Jinghan)	420106196804053626
(Liu Hanyu)	371100197510156817
(Deng Kangming)	110107196601311111
(Tong Jiawei)	320106196403081219
(Lv Guangyu)	510221197112130438
(Wang Yunming)	370628197811270034
(Liu Chuanjun)	371323198208236912
(Chen Zhong)	E0026775K (Singapore Passport)
(Lin Pingping)	130928198409231324
(Pan Guozhang)	372923198306285615

Schedule B

Investors

Name of Investors	Number of Series A-2 Preferred Shares	Purchase Price
Zero2IPO China Fund II L.P.	2,053,579	US$	2,000,000
TOTAL	2,053,579	US$	2,000,000

LIST OF EXHIBITS

Exhibit ARestated Articles

Exhibit BDisclosure Schedule

Exhibit CShareholders Agreement

Exhibit DControl Documents

Exhibit EForm of Employment Agreement, Confidentiality Agreement and Non-Competition Agreement

Exhibit FNotices

EXHIBIT A

Restated Articles

EXHIBIT B

Disclosure Schedule

EXHIBIT C

Shareholders Agreement

EXHIBIT D

Control Documents

EXHIBIT E

Form of Employment Agreement, Confidentiality Agreement and Non-Competition Agreement

EXHIBIT F

Notices

To: Group Companies and the Founders

Attention:	Wu Mingdong
Address:	North American International Business Center, No. 108 Yi, Beiyuan Road, Chaoyang District, Beijing, PRC
Tel:	86 10 6266 8858
Fax:	86 10 6266 8866
To:	Zero2IPO China Fund II L.P.
Attention:	Chung Wai Chi, Danny
Address:	Room 2101, 21/F Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong
Tel:	852 2960 4611
Fax:	852 2960 0185

Exhibit 10.19

EXECUTION

SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

THIS SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 5, 2011 by and among:

1.       Wowo Group Limited, a company organized and existing under the laws of the British Virgin Islands (the “Company”);

2.       New Field Worldwide Ltd, a company organized and existing under the laws of the British Virgin Islands (the “New Field”);

3.       Wowo Holding Limited, a company organized and existing under the laws of Hong Kong (the “HK Co.”);

4.       Beijing Wowo Shi Jie Information Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC, as the wholly-owned subsidiary of the HK Co. (the “WFOE”);

5.       Beijing Wowo Tuan Information Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC (the “Wowo Tuan”);

6.       Beijing Kai Yi Shi Dai Network Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC (the “Kai Yi Shi Dai”);

7.       Beijing Yi You Bao Information Technology Co., Ltd.  a limited liability company organized and existing under the laws of the PRC (the “Yi You Bao”);

8.       Each of the persons as set forth in Schedule A attached hereto (each, a “Founder”, and collectively, the “Founders”);

9.       The entities as set forth in Schedule B attached hereto (each, an “Investor”, and collectively, the “Investors”).

The Company, HK Co., WFOE, Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Operating Companies”, and each, an “Operating Company”.

RECITALS:

A.     The Company desires to issue and sell to the Investors, and the Investors desire to purchase from the Company certain number of series A-2 convertible redeemable preferred shares, par value US$0.01 per share, of the Company (the “Series A-2 Preferred Shares”) on the terms and conditions set forth in this Agreement;

B.     The Company legally and beneficially owns 100% of the equity interest in the HK Co. and the HK Co. legally and beneficially owns 100% of the equity interest in the WFOE, which in turn controls, through a series of contractual arrangements, the management and business of the Operating Companies; and

D.     The Group Companies are engaged in the business of internet group sale and relevant services (the “Business”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             AGREEMENT TO PURCHASE AND SELL SHARES

1.1.         Authorization. As of the Closing (as defined below), the Company will have authorized the issuance, pursuant to the terms and conditions of this Agreement, of 18,482,207 Series A-2 Preferred Shares having the rights, preferences, privileges and restrictions as set forth in the Second Amended and Restated Memorandum and Articles of Association of the Company attached hereto as Exhibit A (the “Restated Articles”).

1.2.         Agreement to Purchase and Sell Purchased Shares. Subject to the terms and conditions hereof, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, the number of Series A-2 Preferred Shares set forth opposite the name of such Investor in Schedule B attached hereto (the “Purchased Shares”), at a price of US$0.9739 per share, amounting to an aggregate purchase price of US$18,000,000 (the “Purchase Price”). The ordinary shares of the Company issuable upon conversion of the Purchased Shares will be hereinafter referred to as the “Conversion Shares”.

1.3.         Transfer of Funds. The Purchase Price shall be paid by wire transfer of United States dollars in immediately available funds to designated account of the Company, provided that the Company shall deliver wire transfer instruction to the Investors at least ten (10) business days (defined as any day other than a Saturday or Sunday on which banks are ordinarily open for business in PRC) prior to the Closing as applicable.

1.4.         Post-Investment Capitalization Structure. Immediately after the issuance and sale of the Purchased Shares on the Closing Date, the post-investment capitalization structure of the Company immediately after the Closing shall be as follows:

Shareholders	No. of Shares	Type of Shares	Percentage
New Field	98,397,704	Ordinary Shares	23.96	%
Xu Maodong	116,421,385	Ordinary Shares	28.35	%
Wu Jianguang	18,115,693	Ordinary Shares	4.41	%
Wu Mingdong	13,175,050	Ordinary Shares	3.21	%
Chen Yan	1,976,257	Ordinary Shares	0.48	%

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Shareholders	No. of Shares	Type of Shares	Percentage
Wei Jinghan	1,976,257	Ordinary Shares	0.48	%
Liu Hanyu	2,140,946	Ordinary Shares	0.52	%
Deng Kangming	7,740,342	Ordinary Shares	1.88	%
Tong Jiawei	7,246,277	Ordinary Shares	1.76	%
Lv Guangyu	7,740,342	Ordinary Shares	1.88	%
Wang Yunming	2,253,843	Ordinary Shares	0.55	%
Liu Chuanjun	346,745	Ordinary Shares	0.08	%
Chen Zhong	346,745	Ordinary Shares	0.08	%
Lin Pingping	346,745	Ordinary Shares	0.08	%
Pan Guozhang	173,373	Ordinary Shares	0.04	%
Lv Yonghong	12,820,513	Ordinary Shares	3.12	%
Hu Xiaoyong	5,128,205	Ordinary Shares	1.25	%
Yang Guang	2,253,496	Ordinary Shares	0.55	%
Jiang Yuedong	563,374	Ordinary Shares	0.14	%
Zhang Yongming	16,194,332	Ordinary Shares	3.94	%
	7,923,246	Series A-2 Preferred Shares	1.93	%
Golden Bright Global Investment Holdings Limited	6,477,733	Ordinary Shares	1.58	%
Chia Tai Xing Ye Industrial Development Limited	2,051,283	Ordinary Shares	0.50	%
ESOP	30,000,000	Ordinary Shares	7.30	%
Zero2IPO China Fund II L.P.	5,489,604	Series A-1 Preferred Shares	1.34	%
	2,053,579	Series A-2 Preferred Shares	0.50	%
CDH Barley Limited	30,803,678	Series A-2 Preferred Shares	7.50	%
Besto Holdings Limited	5,133,947	Series A-2 Preferred Shares	1.25	%
David Tse Young Chou	1,026,789	Series A-2 Preferred Shares	0.25	%
Lin Xiangqing	4,398,225	Series A-2 Preferred Shares	1.07	%
Total	410,715,708	—	100	%

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2.             CLOSINGS; DELIVERY

2.1.         Closing. The sale of the Purchased Shares shall be held within ten (10) business days after the fulfillment or waiver of the conditions to the closing as set forth in Section 6 and Section 7, or at such other time and place as the Company and the Investors may mutually agree upon (the “Closing”, and the date for Closing is defined as the “Closing Date”).

2.2.         Delivery. At the Closing, in addition to any items the delivery of which is made an express condition to the Investors’ obligations at the Closing pursuant to Section 6, the Company shall deliver to each Investor (i) a copy of updated register of members of the Company showing each Investor as the holder of Purchased Shares purchased by such Investor hereunder, certified by the registered agent of the Company, and (ii) a duly issued share certificate or certificates to each Investor representing the Purchased Shares purchased by such Investor issued in the name of such Investor, duly signed and sealed for and on behalf of the Company. At the Closing, the Investor shall deposit the Purchase Price by wire transfer of immediately available U.S. dollar funds into the designated account provided pursuant to Section 1.3.

3.             REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES.

The Group Companies, New Field and the Founders (collectively, the “Seller Parties” and individually, a “Seller Party”) hereby jointly and severally represent and warrant to each Investor, subject to the disclosures set forth in the Disclosure Schedule (the “Disclosure Schedule”) attached to this Agreement as Exhibit B (which Disclosure Schedule shall be deemed to be representations and warranties to such Investor), as of June 17, 2011, as follows. In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge after due and diligent inquiries of officers, directors and other employees of such party reasonably believed to have knowledge of the matter in question.

3.1.         Organization, Standing and Qualification. Each Group Company is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) under, and by virtue of, the laws of the place of its incorporation or establishment and has all requisite power and authority to own its properties and assets and to carry on its business as now conducted and as proposed to be conducted, and to perform each of its obligations hereunder and under any agreement contemplated hereunder to which it is a party. Each Group Company is qualified to do business and is in good standing (or equivalent status in the relevant jurisdiction) in each jurisdiction where failure to be so qualified would have a material adverse effect on the condition (financial or otherwise), assets relating to, or results of operation of or business (as presently conducted and proposed to be conducted) of any Group Company (a “Material Adverse Effect”).

3.2.         Capitalization. Immediately prior to the Closing, the authorized share capital of the Company consists of the following:

(a)           Ordinary Shares. A total of 1,928,660,537 authorized Ordinary Shares, par value US$0.01 per share, of which 323,886,640 shares are issued and outstanding.

(b)           Series A-1 Preferred Shares. A total of 20,000,000 authorized series A-1 preferred shares, par value US$0.01 per share, of the Company (the “Series A-1 Preferred Shares”), of which 5,489,604 are issued and outstanding.

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(c)           Series A-2 Preferred Shares. A total of 51,339,463 authorized Series A-2 Preferred Shares (together with Series A-1 Preferred Shares, the “Preferred Shares”), of which 32,857,257 are issued and outstanding.

(d)           Options, Warrants, Reserved Shares. The Company has reserved enough Ordinary Shares for issuance upon the conversion of Preferred Shares. Except for (i) the conversion privileges of the Preferred Shares, (ii) the preemptive rights provided in the amended and restated shareholders agreement to be entered into at the Closing and attached hereto as Exhibit C (the “Shareholders Agreement”), (iii) up to 30,000,000 Ordinary Shares (and options and warrants therefor) reserved for issuance to employees and advisors pursuant to the employee and advisor stock option plan (the “ESOP”) approved by the board of directors of the Company (the “Board of Directors”), and (iv) as contemplated hereby and by the Restated Articles, there are no options, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of the shares of the Company. Apart from the exceptions noted in this Section 3.2(d) and the Shareholders Agreement, no shares (including the Purchased Shares and Conversion Shares) of the Company’s outstanding share capital, or shares issuable upon exercise or exchange of any outstanding options or other shares issuable by the Company, are subject to any rights of participation, rights of first refusal or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

(e)           Outstanding Security Holders. A complete and current list of all shareholders, option holders and other security holders of the Company as of June 17, 2011 is set forth in Section 3.2(e) of the Disclosure Schedule, indicating the type and number of shares, options or other securities held by each such shareholder, option holder or other security holder.

(f)            Vesting Schedule. Except as contemplated in the Wowo Group Limited 2011 Share Incentive Plan, no share plan, share purchase, share option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of the occurrence of any event.

3.3.         Subsidiaries; Group Structure.

(a)           Except for the HK Co. and the WFOE, one hundred percent (100%) of the equity interest of which are owned by the Company, and the Operating Companies, one hundred percent (100%) of the equity interest of which are owned, directly or indirectly by the Founders, the Company and the Founders do not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity. Neither the WFOE nor the Operating Companies has any subsidiaries, and neither own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association or other entity, nor maintain any offices or branches or subsidiaries except for those as described in Section 3.3(a) of the Disclosure Schedule. The particulars of the WFOE and the Operating Companies are set forth in Section 3.3(a) of the Disclosure Schedule.

(b)           As of June 17, 2011, each of the WFOE and the Operating Companies shall possess all requisite approvals, permits and licenses for the conduct of the

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Business as currently conducted and proposed to be conducted and for the ownership and operation of its assets and property.

(c)           There are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any of the equity interest of either the WFOE or the Operating Companies.

3.4.         Due Authorization. All corporate action on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement and any other agreements to which it is a party and the execution of which is contemplated hereunder (the “Ancillary Agreements”), and the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”) and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares being sold under this Agreement and of the Ordinary Shares issuable upon conversion of such Purchased Shares, have been taken or will be taken prior to the Closing. Each of this Agreement, the Shareholders Agreement, the Ancillary Agreements and the Constitutional Documents (collectively, the “Transaction Documents”) is a valid and binding obligation of each Group Company enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

3.5.         Valid Issuance of Purchased Shares.

(a)           The Purchased Shares are, and Conversion Shares when issued, sold and delivered in accordance with the terms of this Agreement will be, duly and validly issued, fully paid and non-assessable.

(b)           All currently outstanding capital shares of the Company are duly and validly issued, fully paid and non-assessable, and all outstanding shares, options, warrants and other securities of the Company and each other Group Company have been issued in full compliance with the requirements of all applicable securities laws and regulations including, to the extent applicable, the registration and prospectus delivery requirements of the United States Securities Act of 1933, as amended (the “Act”), or in compliance with applicable exemptions therefrom, and all other provisions of applicable securities laws and regulations, including, without limitation, anti-fraud provisions.

3.6.         Liabilities. Except as fully and fairly reflected in the Financial Statements (as defined in Section 3.15 below) and the indebtedness under the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 and June 8, 2011 in an amount of RMB 45 million, no Group Company has any indebtedness for borrowed money that it has directly or indirectly created, incurred, assumed, or guaranteed, or with respect to which the Group Company has otherwise become directly or indirectly liable.

3.7.         Title to Properties and Assets. Each Group Company has good and marketable title to its properties and assets held in each case subject to no mortgage, pledge, lien, encumbrance, security interest or charge of any kind. With respect to the property and assets it leases, each Group Company is in compliance with such leases and such Group

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Company holds valid leasehold interests in such assets free of any liens, encumbrances, security interests or claims of any party other than the lessors of such property and assets.

3.8.         Status of Proprietary Assets. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets (as defined below), including without limitation all Registered Intellectual Property (as defined below), necessary and appropriate for the Business and without any conflict with or infringement of the rights of others. Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets of any other person or entity. No Group Company has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor, to the best knowledge of the Seller Parties, is there any reasonable basis therefor. None of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kind, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement or any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. For purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, business methods, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority.

3.9.         Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness,

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liabilities and other obligations to which any Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, including without limitation, all agreements between the WFOE and the Operating Companies, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology, are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Investors and their counsel. For purposes of this Section 3.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of twenty thousand U.S. dollars (US$20,000) or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect.

3.10.       Litigation. There is no action, suit, proceeding, claim, arbitration or investigation (“Action”) pending or, to the best knowledge of the Seller Parties, currently threatened against any of the Group Companies, any Group Company’s activities, properties or assets or against any officer, director or employee of each Group Company in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any Group Company, or otherwise. To the best knowledge of the Seller Parties, there is no factual or legal basis for any such Action that is likely to result, individually or in the aggregate, in any Material Adverse Effect. By way of example, but not by way of limitation, there are no Actions pending against any of the Group Companies or threatened against any of the Group Companies, relating to the use by any employee of any Group Company of any information, technology or techniques allegedly proprietary to any of their former employers, clients or other parties. None of the Group Companies is a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality and there is no Action by any Group Company currently pending or which it intends to initiate.

3.11.       Compliance with Laws; Consents and Permits. None of the Seller Parties nor any shareholders of the Company is or has been in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, including but not limited to the registration requirement for the Founders’ ownership or investment in the Company under the Notice on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“SAFE”) on October 21, 2005 (2005)

75 the “SAFE Circular”), except that the current shareholders who are domestic citizens will use their best efforts to amend the registration with relevant foreign exchange authority for the change of their interest in the Company resulting from the financing closed on June 17, 2011. Other than the above exception, all consents, licenses, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental

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authority (the “Permits”) and of any third party (collectively with the Permits, the “Consents”) which are required to be obtained or made by each Group Company in connection with the consummation of the transactions contemplated hereunder have been obtained or made as of the date hereof, or will be obtained or made prior to the Closing, and shall be fully effective as of the Closing. Each Group Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such franchises, permits, licenses or other similar authority.

3.12.       Compliance with Other Instruments and Agreements. None of the Group Companies is or has been in, nor shall the conduct of its business as currently or proposed to be conducted result in, violation, breach or default of any term of its Constitutional Documents of the respective Group Company, or in any material respect of any term or provision of Group Company Contract or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Group Company. None of the activities, agreements, commitments or rights of any Group Company is ultra vires or invalid, or unauthorized. The execution, delivery and performance of and compliance with this Agreement, the Shareholders Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, either a default under any Group Company’s Constitutional Documents or any Group Company Contract, or a violation of any statutes, laws, regulations or orders, or an event which results in the creation of any lien, charge or encumbrance upon any asset of any Group Company.

3.13.       Registration Rights. Except as provided in the Shareholders Agreement, no Seller Party has granted or agreed to grant any person or entity any registration rights (including piggyback registration rights) with respect to, nor is the Company obliged to list, any of the Company’s shares (or any other Group Company’s shares) on any securities exchange. Except as contemplated under this Agreement and the Shareholders Agreement and the Control Documents, there are no voting or similar agreements which relate to the share capital of the Company or any of the equity interests of the WFOE or the Operating Companies.

3.14.       Financial Advisor Fees. There exists no agreement or understanding between any Group Company and any investment bank or other financial advisor under which such Group Company may owe any brokerage, placement or other fees relating to the offer or sale of the Purchased Shares.

3.15.       Financial Statements. The Company has delivered to the Investors (i) the unaudited financial statements of the Group Company for the year 2010 and (ii) the management accounts of the Group Company for the period from January 1, 2011 to April 30, 2011 (the foregoing management accounts and any notes thereto are hereinafter referred to as the “Financial Statements” and April 30, 2011 the “Financial Statements Date”). Such Financial Statements are (a) in accordance with the books and records of the applicable Group Company, (b) true, correct and complete and present fairly the financial condition of such Group Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with PRC generally accepted accounting principles (“PRC GAAP”) applied on a consistent basis. Specifically, but not by way of limitation, the respective balance sheets of the Financial

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Statements disclose all of the Group Companies’ respective debts, liabilities and obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with PRC GAAP. The Group Companies have good and marketable title to all assets set forth on the balance sheets of the respective Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates. Except as disclosed in the Financial Statements and the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 and June 8, 2011 in an amount of RMB 45million, none of the Group Companies is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated.

3.16.    Activities since Financial Statements Date. From the Financial Statements Date to June 17, 2011, with respect to each Group Company, there has not been:

(a)           any change in the assets, liabilities, financial condition or operating results of the Group Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;

(b)           any material change in the contingent obligations of the Group Company by way of guarantee, endorsement, indemnity, warranty or otherwise;

(c)           any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Group Company (as presently conducted and as presently proposed to be conducted);

(d)           any waiver by the Group Company of a valuable right or of a material debt;

(e)           any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that would not have a Material Adverse Effect;

(f)            any material change or amendment to a material contract or arrangement by which the Group Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement;

(g)           any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director;

(h)           any sale, assignment or transfer of any Proprietary Assets or other material intangible assets of the Group Company;

(i)            any resignation or termination of any key officer or employee of the Group Company;

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(j)any mortgage, pledge, transfer of a security interest in, or lien created by the Group Company, with respect to any of the Group Company’s properties or assets, except liens for taxes not yet due or payable;

(k)any debt, obligation, or liability incurred, assumed or guaranteed by the Group Company in excess of fifty thousand U.S. dollars (US$50,000) or in excess of one hundred thousand U.S. dollars (US$100,000) in the aggregate;

(l)any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s share capital, or any direct or indirect redemption, purchase or other acquisition of any of such share capital by the Group Company;

(m)any failure to conduct business in the ordinary course, consistent with the Group Company’s past practices;

(n)any transactions of any kind with any of its officers, directors or employees, or any members of their immediate families, or any entity controlled by any of such individuals;

(o)any other event or condition of any character which could reasonably be expected to have a Material Adverse Effect; or

(p)any agreement or commitment by the Group Company or any Seller Party to do any of the things described in this Section 3.16.

3.17.Tax Matters. The provisions for taxes in the respective Financial Statements are sufficient for the payment of all accrued and unpaid applicable taxes of the covered Group Company, whether or not assessed or disputed as of the date of each such balance sheet. There have been no examinations or audits of any tax returns or reports by any applicable governmental agency. Each Group Company has duly filed all tax returns required to have been filed by it and paid all taxes shown to be due on such returns. Each Group Company is not subject to any waivers of applicable statutes of limitations with respect to taxes for any year. Since the Financial Statements Date, none of the Group Companies has incurred any taxes, assessments or governmental charges other than in the ordinary course of business and each Group Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period.

3.18.Interested Party Transactions. Except for the loan agreement entered into between Xu Maodong and Wowo Tuan on April 2, 2011 and June 8, 2011 in an amount of RMB 45 million and the loan agreement between Xu Maodong and Wowo Group Limited with the amount no more than USD 7 million dated April 2, 2011 and June 8, 2011, no Seller Party, officer or director of a Group Company or any “Affiliate” or “Associate” (as those terms are defined in Rule 405 promulgated under the Act) of any such person has any agreement (whether oral or written), understanding, proposed transaction with, or is indebted to, any Group Company, nor is any Group Company indebted (or committed to make loans or extend or guarantee credit) to any of such persons (other than for accrued salaries, reimbursable expenses or other standard employee benefits). No officer or director of a Seller Party has any direct or indirect ownership interest in, or any agreement or other arrangement or undertaking, whether oral or written, with, any firm or corporation with which a Group Company is affiliated or with which a Group Company has a business

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relationship, or any firm or corporation that competes with a Group Company. No Affiliate or Associate of any officer or director of a Seller Party is directly or indirectly interested in any contract with a Group Company. No officer or director of a Seller Party or any Affiliate or Associate of any such person has had, either directly or indirectly, an interest in: (a) any person or entity which purchases from or sells, licenses or furnishes to a Group Company any goods, property, intellectual or other property rights or services; or (b) any contract or agreement to which a Group Company is a party or by which it may be bound or affected. There is no agreement between any shareholder of the Company with respect to the ownership or control of any Group Company.

3.19.Environmental and Safety Laws. None of the Group Companies is in violation of any applicable statute, law, or regulation relating to the environment or occupational health and safety and no material expenditures are or will be required in order to comply with any such existing statute, law or regulation.

3.20.Employee Matters. The Group Companies have complied in all material aspects with all applicable employment and labor laws. The Group Companies are not aware that any officer or key employee intends to terminate their employment with any Group Company, nor does any Group Company have a present intention to terminate the employment of any officer or key employee. Except as otherwise disclosed to the Investors in Section 3.20 of the Disclosure Schedule, the Group Companies are not party to or bound by any currently effective incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement.

3.21.Exempt Offering. The offer and sale of the Purchased Shares under this Agreement, and the issuance of the Conversion Shares upon conversion thereof are or shall be exempt from the registration requirements and prospectus delivery requirements of the Act, and from the registration or qualification requirements of any other applicable securities laws and regulations.

3.22.No Other Business. The Company was formed solely to acquire and hold an equity interest in the HK Co. and the HK Co. was formed solely to acquire and hold an equity interest in the WFOE, and since its formation, neither the Company nor the HK Co. has engaged in any business and has incurred any liability in the course of its business of acquiring and holding its equity interest in the HK Co. or the WFOE. The WFOE and the Operating Companies are engaged solely in the Business and have no other activities.

3.23.Minute Books. The minute books of each Group Company have been made available to the Investors and each such minute books contains a complete summary of all meetings and actions taken by directors and shareholders or owners of such Group Company since its time of formation, and reflects all transactions referred to in such minutes accurately in all material respects.

3.24.Obligations of Management. Each of the key employees identified in Section 3.24 of the Disclosure Schedule is currently devoting his or her full working time to the conduct of the Business of a Group Company or the Group Companies. No Seller Party is aware that any employee is planning to work less than full time at a Group Company in the future. None of employees or the Founders is currently working for a competitive enterprise, whether or not such person is or will be compensated by such enterprise.

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3.25.Disclosure. Each Seller Party has fully provided the Investors with all the information that the Investors have requested for deciding whether to purchase the Purchased Shares and all information that each Seller Party reasonably believes is necessary or relevant to enable the Investors to make an informed investment decision. No representation or warranty by any Seller Party in this Agreement and no information or materials provided by any Seller Party to the Investors in connection with the negotiation or execution of this Agreement or any agreement contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading. No financial forecasts or forward-looking statements in any business plans or other materials provided by any Seller Party to the Investors have been prepared based on unreasonable assumptions.

3.26.Other Representations and Warranties Relating to the WFOE and the Operating Companies.

(a)The Constitutional Documents and all Consents necessary or appropriate for the WFOE and the Operating Companies are valid, have been duly approved or issued (as applicable) by competent PRC authorities or other applicable parties and are in full force and effect.

(b)All consents, approvals, authorizations or licenses required under PRC law for the due and proper establishment and operation of the WFOE and the Operating Companies have been duly obtained from the relevant PRC authorities and are in full force and effect.

(c)All filings and registrations with the PRC authorities required in respect of the WFOE and the Operating Companies and their operations, including but not limited to the registrations with the Ministry of Commerce, the State Administration of Industry and Commerce, the State Administration for Foreign Exchange, tax bureau, customs and other authorities, have been duly completed in accordance with the relevant rules and regulations.

(d)The registered capital of each of the WFOE and the Operating Companies is fully paid up. The Company legally and beneficially owns 100% of the equity interest in the WFOE indirectly. There are no outstanding rights, or commitments made by the Company to sell any of its equity interest in the WFOE and the Operating Companies.

(e)Neither the WFOE nor the Operating Companies is in receipt of any letter or notice from any relevant authority notifying revocation of any permits or licenses issued to it for noncompliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by it.

(f)Each of the WFOE and the Operating Companies has been conducting and will conduct its business activities within the permitted scope of business or is otherwise operating its business in full compliance with all relevant legal requirements and with all requisite licenses, permits and approvals granted by competent PRC authorities.

(g)In respect of any Permits requisite for the conduct of any part of the Business of the WFOE and the Operating Companies which are subject to periodic

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renewal, no Seller Party has any reason to believe that such requisite renewals will not be timely granted by the relevant PRC authorities.

(h)The WFOE and the Operating Companies have complied with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.

(i)All PRC regulatory and corporate authorizations and approvals, necessary or appropriate for the consummation of the transactions contemplated herein have been duly obtained, and such authorizations and approvals currently, or will be as of the Closing, valid and subsisting at PRC law and in accordance with their respective terms.

3.27.Insurance. Each Group Company has obtained the insurance coverage of the same types and at the same coverage levels as other similarly situated companies.

4.REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

Each Investor represents and warrants to the Company as follows:

4.1.Authorization. Such Investor has all requisite power, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed and delivered by such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by such Investor, will constitute valid and legally binding obligations of such Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

4.2.Purchase for Own Account. The Purchased Shares and the Conversion Shares will be acquired for such Investor’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.

5.COVENANTS OF THE SELLER PARTIES.

Each of the Seller Parties covenants to the Investor as follows:

5.1.From the execution of this Agreement until the Closing, each of the Group Companies shall, and the Founders shall cause each of the Group Companies to: (A) promptly notify the Investors in writing and in sufficient detail of the occurrence of any of the following: (i) any proposed merger, acquisition, consolidation, amalgamation or other corporate re-organization or any sale or exclusive license of all or substantially all of its assets by or involving any Group Company, (ii) any Group Company making any proposed change in the rights or privileges, obligations or liabilities of, or dilution of the respective percentage of ownership of any shareholder, or other change in the capital structure of such Group Company as of the execution of this Agreement (including, without limitation, the issuance, sale, offer to sell, redemption or acquisition by such Group Company or any equity interest therein or equity derivatives, options, warrants or other interests representing, or convertible into, an equity interest therein or a right to obtain an equity interest therein or rights equivalent thereto, or alteration or re-organization of the equity capital of such entity,

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including, without limitation, any increase, reduction or cancellation of equity capital or any consolidation, subdivision or conversion or, or any alteration of the rights in respect of, any equity capital; or (iii) any Group Company entering into any material agreements, contracts, arrangements or other transactions, in each case other than in the ordinary course of business; and (B) seek the prior written approval of the Investors prior to executing any agreements, contracts, instruments or other documents to consummate or effect any of such transactions.

5.2.Use of Proceeds from the Sale of Purchased Shares. The Company shall use the proceeds from the issuance and sale of the Purchased Shares for capital expenditure and working capital of the Company and its subsidiaries, save as otherwise stipulated in this Agreement. Unless otherwise agreed to in writing by the Investors, no proceeds from the sale of the Purchased Shares shall be used in the payment of any debt of the Company or its subsidiaries or in the repurchase or cancellation of securities held by any shareholders of the Company.

5.3.Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available, free of any liens, for issuance and delivery upon conversion of the Purchased Shares such number of Ordinary Shares or other shares in the share capital of the Company as are from time to time issuable upon conversion of the Purchased Shares, from time to time, and will take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Purchased Shares.

5.4.Business of the Company and the HK Co. The business of the Company shall be restricted to the holding of shares or equity interest in the HK Co.. The business of the HK Co. shall be restricted to the holding of shares or equity interest in the WFOE.

5.5.Business of the WFOE and the Operating Companies. Prior to entering into any new business other than those in the scope of the Business, each Seller Party shall use its best efforts and take all necessary actions to implement and carry out the new business plan subject to the written approval of the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement, including, without limitation, hiring employees, renting office space, employing legal and technical consultants and undertaking other customary business activities. From the Closing and until the new business plan is duly adopted in accordance with all necessary procedures, the business of the WFOE and the Operating Companies shall be limited to the Business.

5.6.Use of Investor’s Name or Logo. Without the prior written consent of an Investor, and whether or not such Investor is then shareholder of the Company, none of the Group Companies, their shareholders (excluding such Investor), nor the Founders shall use, publish or reproduce the names of such Investor or any similar names, trademarks or logos in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes, except for the fact of the equity investments and shareholding in the Group Companies by such Investor (and in any such case shall not disclose the aggregate or individual investment amounts, pricing or ownership percentage, or any of the term of this Agreement, the Shareholders Agreement or any of the Ancillary Agreements).

5.7.Equity Compensation. The Company shall not directly or indirectly issue Ordinary Shares, share options or other forms of equity of the Company to employees,

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directors or consultants except in accordance with the ESOP approved by the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement.

5.8.Confidentiality Agreement. The Group Companies shall cause all of their respective current employees to enter into employment agreements and confidentiality agreements in form and substance satisfactory to the Investors. The Group Companies shall further cause all of their respective future employees to enter into its standard form employment agreement and confidentiality agreement in form and substance satisfactory to the Investors.

5.9.Initial Public Offering. The Company shall, within five (5) years from the Closing, seek, and the Founders shall use commercially reasonable efforts to support, an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the Board of Directors and, where applicable, by the Investors in accordance with the Shareholders Agreement, provided, however, that (i) the aggregate proceeds to the Company in such initial public offering shall be not less than US$100,000,000, unless otherwise agreed upon by the Investors and the Company (the “Qualified IPO”).

5.10.Board of Directors. Each Group Company shall hold meetings of the board of directors at least every three (3) months.

5.11.Cash Deposit. All the Group Companies’ cash shall be deposited with international or PRC sound financial institutions, and all such cash deposits shall be short-term with free liquidity unless otherwise approved by the Board of Directors.

5.12.D&O Insurance. The Company shall obtain for the directors insurance against liability for negligence, default, breach of duty or breach of trust incurred in the course of discharging their duties as directors or officers of the Company, including without limitation, directors and officers liability insurance in an agreed insured amount.

5.13.Tax Indemnity. The Seller Parties hereby jointly and severally undertake to pay to the Investors on demand an amount equal to the amount of any diminution in the value of the Purchased Shares or the Conversion Shares, and to indemnify the Investors against any and all losses, liabilities, damages, suits, obligations, judgments or settlements of any kind (including, without limitation, all reasonable legal costs, costs of recovery and other expenses incurred by the Investor), in each case resulting from any claim of taxation (including those resulting from cancellation or reclamation of tax benefits of any kind relating to the Group Companies) arising from an event that occurred or is deemed to have occurred prior to the Closing.

5.14.Regulatory Compliance. Each Seller Party shall, and shall use its best efforts to cause all shareholders of each Group Company, and any successor entity or controlled affiliate of any Group Company to, timely complete all required registrations and other procedures with applicable governmental authorities (including without limitation SAFE) as and when required by applicable laws and regulations. The Seller Parties shall ensure that, prior to the commencement of initial public offering by the Company, each entity described above and its respective shareholders are in compliance with such requirements and

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that there is no barrier to repatriation of profits, dividends and other distributions from the WFOE (or any successor entity) to the Company.

5.15.Lock Up. Subject to the terms and conditions hereof, following a Qualified IPO, the Founders, the principal and management holder of Ordinary Shares shall be subject to any customary lock-up period to the extent requested by the lead underwriter of securities of the Company in connection with the registration relating to such Qualified IPO.

5.16.Non-Compete. The Founders hereby acknowledge that the Investors agree to invest in the Company on the basis of the continued and exclusive services of and full devotion and commitment by the Founders to the Group Companies, and agree that the Investors should have reasonable assurance of such basis of investment. Each of the Founders hereby undertakes to the Investors that neither he nor any of his Associates (as defined below) shall directly or indirectly:

(a)during the period from the Closing Date until the consummation of a Qualified IPO or the full redemption of all Preferred Shares pursuant to the Restated Articles, whichever is earlier (“Restriction Period”), participate, assist, be concerned with, engaged or interested in, any business or entity in any manner, directly or indirectly, which is in competition with the business carried on by any Group Company (including but not limited to the Business) at any time during the Restriction Period;

(b)during the Restriction Period, solicit in any manner any person who is or has been during the Restriction Period a customer or client of any Group Company for the purpose of offering to such person any goods or services similar to or competing with any of the businesses conducted by any Group Company (including but not limited to the Business) at any time during the Restriction Period;

(c)during the Restriction Period, solicit or entice away, or endeavour to solicit or entice away, any employee or officer of any Group Company; and

(d)at any time disclose to any person, or use for any purpose, any information concerning the business, accounts, finance, transactions or intellectual property rights of any Group Company or any trade secrets or confidential information of or relating to any of the Group Companies.

For purpose of this Section, “Associate” means, in relation to an individual, his spouse, his child or step-child, any of his other direct family members, or any person acting under his instructions (pursuant to an agreement or arrangement, formal or otherwise) and any person or entity directly or indirectly controlled by him.

5.17.Sole Business. The Founders shall devote all of his or her professional time to attend to the business of the Group Companies and shall not seek or engage in any other business or endeavors prior to the Qualified IPO, unless with prior written approval of the Board of the Directors.

5.18.Additional Covenants. Except as required by this Agreement, no resolution of the directors, owners, members, partners or shareholders of any of the Group Companies shall be passed, nor shall any contract or commitment be entered into, in each case, prior to the Closing without the prior written consent of the Investors, except that the Group Companies may carry on its respective business in the same manner as heretofore and

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may pass resolutions or enter into contracts for so long as they are effected in the ordinary course of business.

If at any time before the Closing, any of the Group Companies or Seller Parties comes to know of any material fact or event which:

(a)is in any way materially inconsistent with any of the representations and warranties given by any Seller Party, and/or

(b)suggests that any material fact warranted may not be as warranted or may be materially misleading, and/or

(c)might affect the willingness of a reasonable investor in making a prudent decision to purchase the Purchased Shares or the amount of consideration which the Investors would be prepared to pay for the Purchased Shares, such Seller Party shall give immediate written notice thereof to the Investors in which event the Investors may within five (5) business days of receiving such notice terminate this Agreement by written notice without any penalty whatsoever and without prejudice to any rights that the Investor may have under this Agreement or applicable law. If this Agreement is terminated in the event of (a) or (b) above, or in the event of (c) above when such fact or event is caused by the Company, each Seller Party shall jointly and severally indemnify the Investors against all costs, charges and expenses incurred by it in connection with the negotiation, preparation and termination of this Agreement, the Shareholders Agreement and the Ancillary Agreements.

5.19.Employee Matters. The WFOE and the Operating Companies shall comply with all applicable PRC labor laws and regulations in all material respects, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions.

5.20.The WFOE and the Operating Companies shall comply with all applicable PRC anti unfair competition laws and regulations in all material respects, including without limitation, the WFOE and the Operating Companies shall not use the business or technical information from the employees’ former employers.

5.21.Tax Matters. The WFOE and the Operating Companies shall comply with all applicable PRC tax laws and regulations in all material respects, including without limitation, laws and regulations pertaining to income tax, value added tax and business tax.

5.22.Amendment to SAFE Registration. As soon as practicable but in any event within two (2) months after the Closing, the Founders shall duly obtain the requisite registrations and approvals required under the SAFE Circular with respect to the changes in their direct or indirect shareholding in the Company.

6.CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING.

The obligation of each Investor to purchase the Purchased Shares at the Closing is subject to the fulfillment, to the satisfaction of such Investor (or waiver thereof by such Investor) on or prior to the Closing Date, of the following conditions:

6.1.Representations and Warranties True and Correct. The representations and warranties made by the Seller Parties in Section 3 hereof shall be true and correct and

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complete when made, and shall be true and correct and complete as of June 17, 2011 with the same force and effect as if they had been made on and as of such date, subject to changes contemplated by this Agreement.

6.2.Performance of Obligations. Each Seller Party shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

6.3.Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the Investors, and the Investors shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

6.4.Approvals, Consents and Waivers. Each Group Company shall have obtained any and all approvals, consents and waivers necessary for consummation of the transactions contemplated by this Agreement, including, but not limited to, (i) all permits, authorizations, approvals, consents or permits of any governmental authority or regulatory body, and (ii) the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares at the Closing.

6.5.Compliance Certificate. At the Closing, the Seller Parties shall deliver to the Investors certificates, dated the date of the Closing, signed by the director, legal representative of the Seller Parties and the Founders certifying that the conditions specified in Sections 6 have been fulfilled and stating that there shall have been no material adverse change in the business, affairs, prospects, operations, properties, assets or conditions of the Group Companies since the date of this Agreement.

6.6.Execution of the Shareholders Agreement. The Company shall have delivered to the Investors the Shareholders Agreement, duly executed by the Company and all other parties thereto (except for the Investors).

6.7.Register of Members. Each Investor shall have received a copy of the Company’s register of members, certified by the registered agent of the Company as true and complete as of the date of the Closing, updated to show such Investor as the holder of its respective number of Purchased Shares.

6.8.Due Diligence. The Investors shall have completed its legal, financial and business due diligence investigation of the Group Companies to its satisfaction.

6.9.Material Adverse Change. Since the date of this Agreement, there shall have been no material adverse change in the business, operations or conditions of the Group Companies, taken as a whole, as determined by the Investors at their sole discretion.

6.10.Approval by Investment Committee. The Investors shall have received approvals, if required, by its investment committee for entering into the transactions contemplated hereunder.

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7.CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING.

The obligations of the Company under this Agreement with respect to each Investor are subject to the fulfillment, on or prior to the Closing Date, of the following conditions (or waiver thereof by the Company):

7.1.Representations and Warranties. The representations and warranties of the Investor contained in Section 4 hereof shall be true and correct as of the Closing Date.

7.2.Payment of Purchase Price. The Investor shall have delivered to the Company the Purchase Price in accordance with Section 1.2 and 1.3.

7.3.Execution of Shareholders Agreement. The Investors shall have executed and delivered to the Company the Shareholders Agreement.

8.MISCELLANEOUS.

8.1.Indemnity. Each Seller Party shall, jointly and severally, indemnify the Investors against any reduction in value of the Company’s or the Group Companies’ assets, any increase in their liabilities, any dilution of the Investors’ interests in the Company or any diminution in the value of the Investors’ interests in the Company as a result of (i) any breach or violation of any representation or warranty made by any Group Company or the Founders, including without limitation the Financial Statements; (ii) any breach by any Group Company or the Founders of any covenant or agreement contained herein, including without limitation claims by tax authorities against the Company; (iii) any failure by any Group Company to comply with the applicable PRC labor laws and regulations, including without limitation, laws and regulations pertaining to welfare funds, social benefits, medical benefits, insurance, retirement benefits, and pensions; and (iv) any failure by any Group Company to comply with the applicable PRC laws regarding anti unfair competition. Notwithstanding the foregoing sub-clause (i) to (iv), if the Company can prove, to the Investors’ satisfaction, within 14 days after the occurrence of a breach of any covenant or agreement contained herein, that such breach is the sole responsibility of the Founders, then only the Founders, not the Company, shall bear the indemnification obligation. If the Investors believe that it has a claim that may give rise to an indemnity obligation hereunder, it shall promptly notify the Seller Party stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted.

8.2.Calculation of Losses of the Investors. Each of the Seller Parties agrees that in assessing the amount of damages for a breach of representations and warranties, covenants and agreements under this Agreement, there shall be taken into account that: (i) in calculating the loss or damage that the Investors may suffer as a result of any claim made by the Investors under this Agreement, any payment made by the Company to reimburse the Investors for its losses will in itself diminish the value of the Investors’ investment in the Company and, accordingly, such payment should be taken into account in calculating the Investors’ loss or damage; and (ii) the Investors shall be entitled to be compensated for, but not limited to, the decrease in value (including loss of bargain) of all Series A-2 Preferred Shares or Ordinary Shares arising from conversion thereof held by the Investors as a result of any inaccuracy or breach of representations and warranties, covenants and agreements or breach of any other provision of this Agreement.

8.3.Founders’ Guarantee. In consideration of the Investors entering into this Agreement, (a) the Founders hereby unconditionally and irrevocably guarantees, as

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primary obligor and not merely a surety, to the Investors the due and punctual performance and observance by the Group Companies, and (b) the Founders hereby unconditionally and irrevocably guarantees, as primary obligor and not merely a surety, to the Investors the due and punctual performance and observance by each of the Group Companies, of all its respective obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to the Transaction Documents, and agrees to fully and unconditionally indemnify the Investors against all losses, damages, costs and expenses (including legal costs and expenses) which the Investors may suffer through or arising from any breach by any of the Group Companies. The liability of the Group Companies as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement, or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.

8.4.Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China, as to matters within the scope thereof and without regard to its principles of conflicts of laws.

8.5.Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby.

8.6.Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto whose rights or obligations hereunder are affected by such amendments. This Agreement and the rights and obligations therein may not be assigned by the Seller Parties without the written consent of the Investors.

8.7.Entire Agreement. This Agreement, the Shareholders Agreement, any Ancillary Agreements, and the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof; provided, however, that nothing in this Agreement or related agreements shall be deemed to terminate or supersede the provisions of any confidentiality and nondisclosure agreements executed by the parties hereto prior to the date hereof, which agreements shall continue in full force and effect until terminated in accordance with their respective terms.

8.8.Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by facsimile at the number set forth in Exhibit D hereto, upon receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other party as set forth in Exhibit D; or (d) three (3) business days after deposit with an overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit D with next business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement

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the addresses given above, or designate additional addresses, for purposes of this Section 8.8 by giving, the other parties written notice of the new address in the manner set forth above.

8.9.Amendments. Any term of this Agreement may be amended or waived only with the written consent of all the Seller Parties and the Investors.

8.10.Waivers. Each of the Seller Parties, by executing this Agreement, hereby waives any anti-dilution rights, rights of first refusal, preemptive rights and all similar rights in connection with the issuance of the Purchased Shares.

8.11.Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Seller Party or Investors, upon any breach or default of any party hereto under this Agreement, shall impair any such right, power or remedy of such Seller Party or Investors, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach of default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Seller Party or Investors of any breach of default under this Agreement or any waiver on the part of any Seller Party or Investors of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Seller Parties and the Investors shall be cumulative and not alternative.

8.12.Finder’s Fees. Each party represents and warrants to the other party hereto that it has retained no finder or broker in connection with the transactions contemplated by this Agreement and hereby agrees to indemnify and to hold harmless the other party hereto from and against any liability for any commission or compensation in the nature of a finder’s fee of any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the indemnifying party or any of its employees or representatives are responsible.

8.13.Interpretation; Titles and Subtitles. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to sections and exhibits of this Agreement. As used in this Agreement, the words “include” and “including”, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”.

8.14.Counterparts. This Agreement may be executed (including facsimile signature) in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

8.15.Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use

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best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

8.16.Confidentiality and Non-Disclosure. The parties hereto agree to be bound by the confidentiality and non-disclosure provisions of Section 6 of the Shareholders Agreement, which shall mutatis mutandis apply.

8.17.Further Assurances. Each party shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

8.18.Dispute Resolution.

(a)Negotiation between Parties. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 8.18(b) shall apply.

(b)Arbitration. In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall he referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.

8.19.Force Majeure. Force Majeure means any event that is beyond the party’s reasonable control and cannot be prevented with reasonable care, which includes acts of nature, earthquake, fire, war, acts of governments. If either of the parties is delayed in or prevented from performing its obligations under this Agreement by Force Majeure, only within the scope of such delay or prevention, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement.

8.20.Rights Cumulative. Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

8.21.Termination. This Agreement may be terminated by the Company on or after July 20, 2011, by written notice to the Investors, if the Closing has not occurred on or prior to such date. Such termination under this Section 8.21 shall be without prejudice to any claims for damages or other remedies that the parties may have under this Agreement or applicable law.

[THE SPACE BELOW HAS BEEN INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year First above written.

THE GROUP COMPANIES:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective dul; authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDERS:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE INVESTORS:

SIGNATURE PAGE TO SERIES A-2 PREFERRED SHARE PURCHASE AGREEMENT

Schedule A

Founders

Name	ID/ Passport No.
(Xu Maodong)	420106196712023614
(Xu Tianqing)	372802196001252912
(Wu Jianguang)	110101197410262556
(Wu Mingdong)	710541464 (US Passport)
(Chen Yan)	320102197109203245
(Wei Jinghan)	420106196804053626
(Liu Hanyu)	371100197510156817
(Deng Kangming)	110107196601311111
(Tong Jiawei)	320106196403081219
(Lv Guangyu)	510221197112130438
(Wang Yunming)	370628197811270034
(Liu Chuanjun)	371323198208236912
(Chen Zhong)	E0026775K
	(Singapore Passport)
(Lin Pingping)	130928198409231324
(Pan Guozhang)	372923198306285615

Schedule B

Investors

Name of Investors	Number of Series A-2  Preferred Shares	Purchase Price
Besto Holdings Limited	5,133,947	US$5,000,000
David Tse Young Chou	1,026,789	US$1,000,000
Zhang Yongming	7,923,246	US$7,716,526 (by investment of RMB equivalent to Wowo Tuan)
Lin Xiangqing	4,398,225	US$4,283,474 (by investment of RMB equivalent to Wowo Tuan)
TOTAL	18,482,207	US$18,000,000

LIST OF EXHIBITS

Exhibit A       Restated Articles

Exhibit B       Disclosure Schedule

Exhibit C       Amended and Restated Shareholders Agreement

Exhibit D       Notices

EXHIBIT A

Restated Articles

EXHIBIT B

Disclosure Schedule

EXHIBIT C

Amended and Restated Shareholders Agreement

EXHIBIT D

Notices

To: Group Companies and the Founders

Attention:	Wu Mingdong
Address:	North American International Business Center, No. 108 Yi, Beiyuan Road, Chaoyang District, Beijing, PRC
Tel:	86 10 6266 8858
Fax:	86 10 6266 8866
To:	Besto Holdings Limited
Attention:	Xiao Wei Hong
Address:	66/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Tel:	852 3711 0360
Fax:	852 2169 0970
To:	David Tse Young Chou
Address:	Apt 34C, 3 Kennedy Road, Mid-Levels, Hong Kong
Tel:	852 9187 7027
To:	Lin Xiangqing
Address:	B1 Villa, Hongqiao State Guest Hotel, No. 1591 Hongqiao Road, Changning District Shanghai
Tel:	86 21 6275 8228
Fax:	86 21 6275 9996
To:	Zhang Yongming
Address:	16F, Tower B, Investment Plaza, No.27 Financial Revenue, Xicheng District, Beijing
Tel:	86 10 6621 3636
Fax:	86 10 6621 3636

Exhibit 10.20

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of 4,August 2011 by and among:

1.Wowo Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”);

2.Wowo Group Limited, a company organized and existing under the laws of the British Virgin Islands (the “Wowo Group”);

3.Wowo Holding Limited, a company organized and existing under the laws of Hong Kong (the “HK Co.”);

4.Beijing Wowo Shi Jie Information Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC, as the wholly-owned subsidiary of the HK Co. (the “WFOE”);

5.Beijing Wowo Tuan Information Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC (the “Wowo Tuan”);

6.Beijing Kai Yi Shi Dai Network Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC (the “Kai Yi Shi Dai” );

7.Beijing Yi You Bao Information Technology Co., Ltd. , a limited liability company organized and existing under the laws of the PRC (the “Yi You Bao” );

8.Each of the individuals and/or their holding companies listed on Schedule A attached hereto (each such individual, a “Founder”, and collectively, the “Founders”; each such holding company, a “Founder Holding Company”, and collectively, the “Founder Holding Companies”);

9.The entities and persons and/or their holding companies as set forth in Schedule B attached hereto (each, a “Non-Management Ordinary Shareholder”, and collectively, the “Non-Management Ordinary Shareholders”);

10.The entities as set forth in Schedule C attached hereto (each, a “Series A-1 Investor”, and collectively, the “Series A-1 Investors”);

11.The entities and persons as set forth in Schedule D attached hereto (each, a “Series A-2 Investor”, and collectively, the “Series A-2 Investors”).

The Company, Wowo Group, HK Co., WFOE, Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Group Companies”, and each, a “Group Company”. Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their direct or indirect subsidiaries are referred to collectively herein as the “Operating

Companies”, and each, an “Operating Company”. The Series A-1 Investors and Series A-2 Investors are referred to collectively herein as the “Investors”, and each, an “Investor”.

RECITALS

A.Wowo Group, HK Co., WFOE, Wowo Tuan, Kai Yi Shi Dai, Yi You Bao, the Founders, the Investors and other parties thereto entered into an Amended and Restated Shareholders Agreement regarding the rights and obligations of the shareholders of Wowo Group as of July 5, 2011 (the “BVI Shareholders Agreement”).

B.The existing shareholders of Wowo Group have agreed to sell all the outstanding shares of Wowo Group to the Company in consideration for certain number of ordinary shares of the Company, par value US$0.00001 per share (the “Ordinary Shares”), certain number of convertible redeemable series A-1 preferred shares of the Company, par value US$0.00001 per share (the “Series A-1 Preferred Shares”), and certain number of convertible redeemable series A-2 preferred shares of the Company, par value US$0.00001 per share (the “Series A-2 Preferred Shares”, and together with the Series A-1 Preferred Shares, the “Preferred Shares”), on the terms and conditions set forth in that certain Share Exchange Agreement Relating to Wowo Group Limited dated as of 4 August, 2011 by and among the Company, the existing shareholders of Wowo Group and other parties thereto( the “Share Exchange Agreement”).

C.The execution and delivery of this Agreement by the parties hereto and the substitution of the BVI Shareholders Agreement by this Agreement in its entirety shall be a condition precedent to the consummation of the transactions contemplated thereunder.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.INFORMATION RIGHTS; BOARD REPRESENTATION.

1.1.Information and Inspection Rights.

(a)Information Rights. The Group Companies covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Shares are outstanding, the Group Companies shall deliver to each holder of the Preferred Shares:

(i)audited annual consolidated financial statements within ninety (90) days after the end of each fiscal year, prepared in accordance with the United States generally accepted accounting principles (“US GAAP”) and audited by an reputable accounting firm mutually agreed upon by the Company and holders of a majority of the Preferred Shares;

(ii)unaudited quarterly consolidated financial statements within thirty (30) days after the end of each fiscal quarter, prepared in accordance with US GAAP;

(iii)unaudited monthly consolidated financial statements, within fifteen (15) days of the end of each month;

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(iv)an annual capital expenditure and operations budget and strategic plan for the approval of the board of directors of the Company (the “Board”) for the following fiscal year, within thirty (30) days prior to the end of each fiscal year;

(v)copies of all documents or other information relating to the Group Companies sent to any shareholder;

(vi)upon the written request by any holder of Preferred Shares, such other information as such holder of Preferred Shares shall reasonably request from time to time (the above rights, collectively, the “Information Rights”). All financial statements to be provided to the holders of Preferred Shares pursuant to this Section 1.1(a) shall include an income statement, a balance sheet and a cash flow statement for the relevant period as well as for the fiscal year to-date and shall be prepared in conformance with US GAAP.

(b)Inspection Rights. Each of the Group Companies further covenants and agrees that, commencing on the date of this Agreement, for so long as any Preferred Shares are outstanding, each holder of Preferred Shares shall have (i) the right to inspect facilities, records and books of the Group Companies at any time during regular working hours upon reasonable prior notice to the Group Companies, and (ii) the right to discuss the business, operations and conditions of the Group Company with their respective directors, officers, employees, accountants, legal counsel and investment bankers (the “Inspection Rights”).

(c)Termination of Rights. The Information Rights and Inspection Rights shall terminate upon a firm commitment underwritten public offering of the Ordinary Shares, par value US$0.00001 per share, of the Company in the United States, that has been registered under the Securities Act, as amended from time to time, including any successor statutes, with aggregate proceeds to the Company no less than US$100,000,000, or in a similar public offering of the Ordinary Shares of the Company in Hong Kong, the PRC or another jurisdiction which results in the Ordinary Shares trading publicly on a recognized international securities exchange; provided that such offering satisfies the foregoing gross proceeds requirement and is subject to the prior written approval of the holders of at least a majority of the Preferred Shares.

(d)Permitted Disclosure. The holders of Preferred Shares shall be entitled to disclose the information acquired under the Information Rights and Inspection Rights to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, partners, shareholders or investors.

1.2.Board of Directors. The Amended and Restated Memorandum and Articles of Association of the Company (the “Restated Articles”) shall provide that the Board shall consist of four (4) members, which number of members shall not be changed except pursuant to an amendment to the Restated Articles. Effective from the date hereof, (i) CDH Barley Limited shall be entitled to appoint and remove one (1) director (“CDH Director”); and (ii) the holders of the Ordinary Shares shall be entitled to appoint and remove three (3) directors.

A Board meeting is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than three

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(3) directors, which shall include the CDH Director. Notwithstanding the foregoing, if within three (3) hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place and, if at the adjourned meeting a quorum is not present within three (3) hours from the time appointed for the meeting, any three (3) directors present shall be a quorum.

1.3.Compensation Committee, and Audit Committee. The Company shall set up a compensation committee (the “Compensation Committee”), and an audit committee (the “Audit Committee”) (collectively, the “Committees”) at the time determined by the Board (including the affirmative vote of the CDH Director). The Compensation Committee shall be responsible for evaluating, recommending to the Board for action and administering all matters related to the Company’s annual compensation and/or bonus plan, share option plan, and employee related compensation matters. The Audit Committee shall be responsible for internal audit and nomination of auditors for the Company.

1.4.Observer Rights. If at any time Zero2IPO China Fund II L.P. or Lin Xiangqing is not entitled to appoint a director to the Company’s Board, each of Zero2IPO China Fund II L.P. and Lin Xiangqing is entitled to appoint a representative to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets, or a conflict of interest, or if such shareholder or its representatives is a competitor of the Company.

2.REGISTRATION RIGHTS.

2.1.Applicability of Rights. The Holders (as defined below) shall be entitled to the following rights with respect to any proposed public offering of the Company’s Ordinary Shares in the United States and shall be entitled to reasonably equivalent or analogous rights with respect to any other offering of the Company’s securities in Hong Kong or any other jurisdiction in which the Company undertakes to publicly offer or list such securities for trading on a recognized securities exchange.

2.2.Definitions. For purposes of this Section 2:

(a)Registration. The terms “register,” “registered,” and “registration” refer to a registration effected by filing a registration statement which is in a form which complies with, and is declared effective by the SEC (as defined below) in accordance with, the Securities Act.

(b)Registrable Securities. The term “Registrable Securities” means: (1) any Ordinary Shares of the Company issued or issuable pursuant to conversion of any Preferred Shares, (2) any Ordinary Shares issued (or issuable upon the conversion or

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exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, (3) any other Ordinary Shares of the Company owned or hereafter acquired by the holder(s) of Preferred Shares. Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Section 2 are not validly assigned in accordance with this Agreement, and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

(c)Registrable Securities Then Outstanding. The number of shares of “Registrable Securities then Outstanding” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding, or issuable upon conversion or exercise of any warrant, right or other security then outstanding.

(d)Holder. For purposes of this Section 2, the term “Holder” means any person owning or having the rights to acquire Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.

(e)Form F-3. The term “Form F-3” means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(f)SEC. The term “SEC” or “Commission” means the U.S. Securities and Exchange Commission.

(g)Registration Expenses. The term “Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 2.3, 2.4 and 2.5 hereof, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements of counsel for the Company, reasonable fees and disbursements of one counsel for all the Holders, “blue sky” fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(h)Selling Expenses. The term “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to Sections 2.3, 2.4 and 2.5 hereof.

(i)Exchange Act. The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any successor statute.

2.3.Demand Registration.

(a)Request by Holders. If the Company shall, at any time after the earlier of (i) the fifth (5th) anniversary of the date of this Agreement or (ii) six (6) months following the closing of a Qualified IPO, receive a written request from the Holders of at least 20% of the Registrable Securities then outstanding that the Company file a registration

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statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2.3, then the Company shall, within ten (10) business days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2.3; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2.3 or Section 2.5 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.4, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Section 2.4(a). The Company shall be obligated to effect no more than three (3) registrations pursuant to this Section 2.3. For purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. law and the SEC, shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and laws of and equivalent government authority in the applicable non-U.S. jurisdiction. In addition, “Form F-3” shall be deemed to refer to Form S-3 or any comparable form under the U.S. securities laws in the condition that the Company is not at that time eligible to use Form F-3.

(b)Underwriting. If the Holders initiating the registration request under this Section 2.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation,

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all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company or any subsidiary of the Company; provided further, that at least twenty-five percent (25%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2.3, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its shares during such twelve (12) month period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

2.4.Piggyback Registrations.

(a)The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any employee benefit plan or a corporate reorganization), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b)Underwriting. If a registration statement under which the Company gives notice under this Section 2.4 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 2.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the

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managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each Holder requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of Registrable Securities included in any such registration is not reduced below twenty-five percent (25%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other person, including, without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)Not Demand Registration. Registration pursuant to this Section 2.4 shall not be deemed to be a demand registration as described in Section 2.3 above. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.4.

2.5.Form F-3. In case the Company shall receive from any Holder or Holders of 20% of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

(a)Notice. Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b)Registration. As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by Section 2.5(a); provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.5:

(i)if Form F-3 is not available for such offering by the Holders;

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(ii)if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than US$ 500,000 ;

(iii)if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such Form F-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.5; provided that the Company shall not register any of its other shares during such ninety (90) day period;

(iv)if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions of Sections 2.3(b) and 2.4(a); or

(v)in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Subject to the foregoing, the Company shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders.

(c)Not Demand Registration. Form F-3 registrations shall not be deemed to be demand registrations as described in Section 2.3 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 2.5.

(d)Underwriting. If the Holders of Registrable Securities requesting registration under this Section 2.5 intend to distribute the Registrable Securities covered by their request by means of an underwriting, the provisions of Section 2.3(b) shall apply to such registration.

2.6.Expenses. All Registration Expenses incurred in connection with any registration pursuant to Sections 2.3, 2.4 or 2.5 (but excluding Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Sections 2.3, 2.4 or 2.5 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.3 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2.3; provided further, however, that if at the

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time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 2.3.

2.7.Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(a)Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or, in the case of Registrable Securities registered under Form F-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities on Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b)Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d)Blue Sky. Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

(e)Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

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(f)Notification. Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g)Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

2.8.Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2.3, 2.4 or 2.5 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration of their Registrable Securities.

2.9.Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 2.3, 2.4 or 2.5:

(a)By the Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its partners, officers, directors, legal counsel, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act, or other United States federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(i)any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

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(ii)the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii)any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal or state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any United States federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as such expenses are incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, legal counsel, underwriter or controlling person of such Holder.

(b)By Selling Holders. To the extent permitted by law, each selling Holder will, if Registrable Securities held by Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors, officers, legal counsel or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other United States federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that in no event shall any indemnity under this Section 2.9(b) exceed the net proceeds received by such Holder in the registered offering out of which the applicable Violation arises.

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(c)Notice. Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 2.9 to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.9.

(d)Contribution. In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any indemnified party makes a claim for indemnification pursuant to this Section 2.9 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.9 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this Section 2.9; then, and in each such case, the indemnified party and the indemnifying party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder (together with its related persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case: (A) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(e)Survival; Consents to Judgments and Settlements. The obligations of the Company and Holders under this Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying

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party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

2.10.Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 2.3, 2.4 and 2.5 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Sections 2.3, 2.4 or 2.5 after the second (2nd) anniversary of the Qualified IPO, or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold by a Holder may then be sold without registration in any ninety (90) day period pursuant to Rule 144 promulgated under the Securities Act.

2.11.No Registration Rights to Third Parties. Without the prior written consent of the holder(s) of at least 50% of the Preferred Shares then outstanding (calculated on an as-converted basis), the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

2.12.Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form F-3, after such time as a public market exists for the Ordinary Shares, the Company agrees to:

(a)Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b)File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c)So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3.

2.13.Market Stand-Off. Each party agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, it will not sell or otherwise

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transfer or dispose of any securities of the Company (other than those permitted to be included in the registration and other transfers to affiliates permitted by law) without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by the representative of the underwriters not to exceed 180 days from the effective date of the registration statement covering such initial public offering or the pricing date of such offering as may be requested by the underwriters. The Company shall use commercially reasonable efforts to take all steps to shorten such lock-up period. The foregoing provision of this Section 2.13 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all other shareholders of the Company enter into similar agreements, and if the Company or any underwriter releases any other shareholder from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 2.13.

3.RIGHT OF PARTICIPATION.

3.1.General. Each holder of Preferred Shares or their permitted transferees to which rights under this Section 3 have been duly assigned in accordance with Section 5 (hereinafter referred to as a “Participation Rights Holder”) shall have the right of first refusal to purchase such Participation Rights Holder’s Pro Rata Share (as defined below), of all (or any part) of any New Securities (as defined in Section 3.3) that the Company may from time to time issue after the date of this Agreement (the “Right of Participation”).

3.2.Pro Rata Share. A Participation Rights Holder’s “Pro Rata Share” for purposes of the Right of Participation is the ratio of (a) the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Participation Rights Holder, to (b) the total number of Ordinary Shares held by all of the Participation Rights Holders (calculated on a fully-diluted and as-converted basis) then outstanding immediately prior to the issuance of New Securities giving rise to the Right of Participation.

3.3.New Securities. “New Securities” shall mean any Preferred Shares, Ordinary Shares or other voting shares of the Company and rights, options or warrants to purchase such Preferred Shares, Ordinary Shares and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Preferred Shares, Ordinary Shares or other voting shares, provided, however, that the term “New Securities” shall not include:

(a)any Ordinary Shares (and/or options or warrants therefor) issued to employees, officers, directors, contractors, advisors or consultants of the Company pursuant to the Company’s employee share option plans approved by the Board of the Company;

(b)any Ordinary Shares issused upon the conversion of Preferred Shares;

(c)any securities issued in connection with any share split, share dividend or other similar event in which all Participation Rights Holders are entitled to participate on a pro rata basis;

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(d)any securities issued upon the exercise, conversion or exchange of any outstanding security if such outstanding security constituted a New Security;

(e)any securities issued pursuant to a Qualified IPO; or

(f)any securities issued pursuant to the acquisition of another corporation or entity by the Company by consolidation, merger, purchase of assets, or other reorganization in which the Company acquires, in a single transaction or series of related transactions, all or substantially all assets of such other corporation or entity, or fifty percent (50%) or more of the equity ownership or voting power of such other corporation or entity.

3.4.Procedures.

(a)First Participation Notice. In the event that the Company proposes to undertake an issuance of New Securities (in a single transaction or a series of related transactions), it shall give to each Participation Rights Holder written notice of its intention to issue New Securities (the “First Participation Notice”), describing the amount and type of New Securities, the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation Rights Holder shall have twenty (20) business days from the date of receipt of any such First Participation Notice to agree in writing to purchase such Participation Rights Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the First Participation Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation Rights Holder’s Pro Rata Share). If any Participation Rights Holder fails to so agree in writing within such twenty (20) business day period to purchase such Participation Rights Holder’s full Pro Rata Share of an offering of New Securities, then such Participation Rights Holder shall forfeit the right hereunder to purchase that part of its Pro Rata Share of such New Securities that it did not agree to purchase.

(b)Second Participation Notice; Oversubscription. If any Participating Rights Holder fails or declines to exercise its Right of Participation in accordance with subsection (a) above, the Company shall promptly give notice (the “Second Participation Notice”) to other Participating Rights Holders who exercised their Right of Participation (the “Right Participants”) in accordance with subsection (a) above. Each Right Participant shall have five (5) business days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its Pro Rata Share of the New Securities, stating the number of the additional New Securities it proposes to buy (the “Additional Number”). Such notice may be made by telephone if confirmed in writing within in two (2) business days. If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, each oversubscribing Right Participant will be cut back by the Company with respect to its oversubscription to that number of remaining New Securities equal to the lesser of (x) the Additional Number and (y) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction, the numerator of which is the number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all the oversubscribing Right Participants. Each Right Participant shall be obligated to buy

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such number of New Securities as determined by the Company pursuant to this Section 3.4 and the Company shall so notify the Right Participants within fifteen (15) business days following the date of the Second Participation Notice.

3.5.Failure to Exercise. Upon the expiration of the Second Participation Period, or in the event no Participation Rights Holder exercises the Right of Participation within twenty (20) days following the issuance of the First Participation Notice, the Company shall have ninety (90) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such ninety (90) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 3.

3.6.Termination. The Right of Participation for each Participation Rights Holder shall terminate upon a Qualified IPO.

4.TRANSFER RESTRICTIONS.

4.1.Certain Definitions. For purposes of this Section 4, “Ordinary Holder” means a holder of the Company’s outstanding Ordinary Shares and its permitted assignees to whom their rights under this Section 4 have been duly assigned in accordance with this Agreement; “Preferred Shareholder” means a holder of any Preferred Shares or any Ordinary Shares issued pursuant to the conversion thereof; “Restricted Shares” means any of the Company’s Ordinary Shares or other securities now owned or subsequently acquired by an Ordinary Holder.

4.2.Sale of Restricted Shares; Notice of Sale. Subject to Section 4.7 of this Agreement, if an Ordinary Holder (the “Selling Shareholder”) proposes to sell or transfer any Restricted Shares held by it, then the Selling Shareholder shall promptly give written notice (the “Transfer Notice”) to each Preferred Shareholder and the Company prior to such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of the Company’s securities to be sold or transferred (the “Offered Shares”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee.

4.3.Right of First Refusal.

(a)Preferred Shareholders’ Option. Each Preferred Shareholder shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other Preferred Shareholders within twenty (20) days after receipt of the Transfer Notice (the “Preferred Share First Refusal Period”), to elect to purchase all or any part of its pro rata share of the Offered Shares equivalent to the product obtained by multiplying the aggregate number of the Offered Shares by a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-converted basis) held by such Preferred Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (calculated on an as-converted basis) owned by all the Preferred Shareholders at the time of the transaction, at the same price and subject to the same terms and conditions as

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described in the Transfer Notice. To the extent that any Preferred Shareholder does not exercise its right of first refusal to the full extent of its pro rata share of the Offered Shares, the Selling Shareholder and the exercising Preferred Shareholders shall, at the exercising Preferred Shareholders’ sole discretion, within five (5) days after the end of the Preferred Share First Refusal Period, make such adjustment to the pro rata share of the Offered Shares of each exercising Preferred Shareholder so that any remaining Offered Shares may be allocated to those Preferred Shareholders exercising their rights of first refusal on a pro rata basis.

(b)Action Required. Any Preferred Shareholder shall not have a right to purchase any of the Offered Shares unless it exercises its right of first refusal within the Preferred Share First Refusal Period, to purchase up to all, or all of its pro rata share, of the Offered Shares.

(c)Expiration Notice. Within seven (7) days after expiration of the Preferred Share First Refusal Period, the Company will give written notice (the “First Refusal Expiration Notice”) to the Selling Shareholder specifying either (i) that all of the Offered Shares were subscribed by the Preferred Shareholders, or (ii) that the Preferred Shareholders have not subscribed for all of the Offered Shares, in which case the First Refusal Expiration Notice will specify the Co-Sale Pro Rata Portion (as defined below) of the remaining Offered Shares for the purpose of their co-sale rights described in Section 4.4 below.

(d)Purchase Price. The purchase price for the Offered Shares to be purchased by the Preferred Shareholders exercising their right of first refusal will be the price set forth in the Transfer Notice, but will be payable as set forth in Section 4.3(e). If the purchase price in the Transfer Notice includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board in good faith, which determination will be binding upon the Preferred Shareholders, the Company and the Selling Shareholder, absent fraud or error.

(e)Payment. Payment of the purchase price for the Offered Shares purchased by the Preferred Shareholders shall be made within ten (10) days following the date of the First Refusal Expiration Notice. Payment of the purchase price will be made by wire transfer or check as directed by the Selling Shareholder.

(f)Rights of a Selling Shareholder. If any Preferred Shareholder exercises its right of first refusal to purchase the Offered Shares, then, upon the date the notice of such exercise is given by such Preferred Shareholder, the Selling Shareholder will have no further rights as a holder of such Offered Shares except the right to receive payment for such Offered Shares from such Preferred Shareholder in accordance with the terms of this Agreement, and the Selling Shareholder will forthwith cause all certificate(s) evidencing such Offered Shares to be surrendered to the Company for transfer to such Preferred Shareholder.

(g)Application of Co-Sale Rights. If the Preferred Shareholders have not elected to purchase all of the Offered Shares, then the sale of the remaining Offered Shares will become subject to the co-sale rights set forth in Section 4.4 below.

4.4.Co-Sale Rights. To the extent that the Preferred Shareholders have not exercised their right of first refusal with respect to all the Offered Shares, then each

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holder of Preferred Shares who has not exercised any of its right of first refusal with respect to the Offered Shares shall have the right, exercisable upon written notice to the Selling Shareholder, the Company and each other holder of Preferred Shares (the “Co-Sale Notice”) within twenty (20) days after receipt of the First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Offered Shares on the same terms and conditions as set forth in the Transfer Notice. The Co-Sale Notice shall set forth the number of Company securities (on both an absolute and an as-converted basis) that such participating holder of Preferred Shares wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such holder of Preferred Shares. To the extent one or more of the holders of Preferred Shares exercise such right of participation in accordance with the terms and conditions set forth below, the number of Offered Shares that the Selling Shareholder may sell in the transaction shall be correspondingly reduced. The co-sale right of each holder of Preferred Shares shall be subject to the following terms and conditions:

(a)Co-Sale Pro Rata Portion. Each holder of Preferred Shares may sell all or any part of that number of Ordinary Shares (on an as-converted basis) held by it that is equal to the product obtained by multiplying (x) the aggregate number of the Offered Shares subject to the co-sale right hereunder by (y) a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) owned by the holder of Preferred Shares at the time of the sale or transfer and the denominator of which is the total combined number of Ordinary Shares (on an as-converted basis) at the time owned by all holders of Preferred Shares who elect to exercise their co-sale rights and the Selling Shareholder (the “Co-Sale Pro Rata Portion”).

(b)Transferred Shares. Each participating holder of Preferred Shares shall effect its participation in the sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent:

(i)the number of Ordinary Shares which such holder of Preferred Shares elects to sell;

(ii)that number of Preferred Shares which is at such time convertible into the number of Ordinary Shares that such holder of Preferred Shares elects to sell; provided in such case that, if the prospective purchaser objects to the delivery of Preferred Shares in lieu of Ordinary Shares, such holder of Preferred Shares shall convert such Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided in Subsection 4.4(b)(i) above. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser; or

(iii)a combination of the above.

(c)Payment to Holders of Preferred Shares. The share certificate or certificates that the participating holder of Preferred Shares delivers to the Selling Shareholder pursuant to Section 4.4(b) shall be transferred to the prospective purchaser in consummation of the sale of the Offered Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such holder of Preferred Shares that portion of the sale proceeds to which such holder of Preferred Shares is entitled by reason of its participation in such sale. To the

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extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase any shares or other securities from a holder of Preferred Shares exercising its co-sale right hereunder, the Selling Shareholder shall not sell to such prospective purchaser or purchasers any Offered Shares unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such shares or other securities from such holder of Preferred Shares.

4.5.Right to Transfer. To the extent the Preferred Shareholders do not elect to purchase, or to participate in the sale of, the Offered Shares subject to the Transfer Notice pursuant to Sections 4.3 and 4.4, the Selling Shareholder may, not later than one hundred and twenty (120) days following delivery to each of the Preferred Shareholders and the Company of the Transfer Notice, conclude with such other person a transfer of the Offered Shares covered by the Transfer Notice and not elected to be purchased by the Preferred Shareholders, which in each case shall be on the same or higher price as set out in the Transfer Notice and on substantially the same terms and conditions as those described in the Transfer Notice. Any proposed transfer on terms and conditions which are materially different from those described in the Transfer Notice, as well as any subsequent proposed transfer of any Offered Shares by the Selling Shareholder, shall again be subject to the right of first refusal and the co-sale right of the Preferred Shareholders, as the case may be, and shall require compliance by the Selling Shareholder with the procedures described in Section 4.3 and Section 4.4 of this Agreement.

4.6.Exempt Transfers. Notwithstanding anything to the contrary contained herein, the right of first refusal and co-sale rights of the Preferred Shareholders shall not apply to (a) any sale or transfer of Ordinary Shares to the Company pursuant to a repurchase right or right of first refusal held by the Company in the event of a termination of good faith employment or consulting relationship; and (b) any transfer to the parents, children or spouse, or to trusts for the benefit of such persons, of any Ordinary Holder for bona fide estate planning purposes (each transferee pursuant to the foregoing clauses (a) and (b), a “Permitted Transferee”); provided that adequate documentation therefor is provided to the Preferred Shareholders and the Company to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, that such transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder.

4.7.Prohibited Transfers.

(a)Notwithstanding anything to the contrary contained herein, except for transfers by the Ordinary Holders to Permitted Transferees as provided in Section 4.6 above, none of the Ordinary Holders or their Permitted Transferees shall, without the prior written consent of the holders of a majority of Preferred Shares, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any Company securities now held by him to any person.

(b)Any attempt by a party to sell or transfer Restricted Shares in violation of this Section 4 shall be void and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the prior written consent of the holders of a majority of the Preferred Shares.

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4.8.Legend.

(a)Each certificate representing the Restricted Shares shall be endorsed with the following legend:

“THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN A SHAREHOLDERS AGREEMENT, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(b)Each party agrees that the Company may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 4.8(a) above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of the provisions of this Section 4.

4.9.Restriction on Indirect Transfers. Notwithstanding anything to the contrary contained herein, without the prior written consent of the holders of a majority of Preferred Shares:

(a)The transfer restrictions herein shall not be capable of being avoided by the holding of Restricted Shares indirectly through a company or other entity that can itself be sold or transferred in order to dispose of an interest in Restricted Shares free of such restrictions. Any transfer or other disposal of any shares (or other interest) resulting in any change in the control of an Ordinary Holder or of any company (or other entity) having control over an Ordinary Holder shall be treated as being a transfer of the Restricted Shares held by such Ordinary Holder, and the provisions of this Section 4 shall thereupon apply in respect of the Restricted Shares so held.

(b)Each of the Founders shall not, and shall not cause or permit any other person to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose through one or a series of transactions any equity interest held or controlled by him in the Operating Companies to any person. Any transfer in violation of this Section 4.9(b) shall be void and the Operating Companies hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such equity interest without the prior written consent of the holders of a majority of Preferred Shares.

(c)The Operating Companies shall not, and each of the Founders shall cause the Operating Companies not to, issue to any person any equity securities of the Operating Companies or any options or warrants for, or any other securities exchangeable for or convertible into, such equity securities of the Operating Companies.

4.10.Guarantees by the Founders. The Founder hereby unconditionally and irrevocably guarantees and warrants, as primary obligor and not merely a surety, to each of the Investors the due and punctual performance and obligations of the Founder Holding Companies and the Group Companies under this Agreement and of all its respective obligations, commitments, undertakings, warranties, indemnities and covenants under or pursuant to this Agreement and agrees to fully and unconditionally indemnify each of the

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Investors against all losses, damages, costs and expenses (including legal costs and expenses) which any of the Investors may suffer through or arising from any breach by the Founder Holding Companies and the Group Companies. The liability of the Founder Holding Companies and the Group Companies as aforesaid shall not be released or diminished by any arrangements or alterations of terms (whether of this Agreement, or otherwise) or any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance.

4.11.Term. The provisions under this Section 4 shall terminate upon the closing of a Qualified IPO.

5.ASSIGNMENT AND AMENDMENT.

5.1.Assignment and Amendment. Notwithstanding anything herein to the contrary:

(a)Information Rights; Registration Rights. The Information Rights and Inspection Rights under Section 1.1 may be assigned to any holder of Preferred Shares; and the registration rights of the Holders under Section 2 may be assigned to any Holder or to any person acquiring Registrable Securities; provided, however, that in either case no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5.

(b)Right of Participation; Right of First Refusal; Co-Sale Right. The rights of the holders of Preferred Shares under Sections 3 and 4 are fully assignable in connection with a transfer of Preferred Shares or Ordinary Shares converted therefrom; provided, however, that no party may be assigned any of the foregoing rights unless the Company is given written notice by the holders of Preferred Shares stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement.

5.2.Amendment of Rights. Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of (i) as to any Group Company, only by such Group Company; (ii) as to any Founder, only by such Founder; (iii) as to the holders of Preferred Shares, by persons or entities holding more than a majority of the Preferred Shares (calculated on an as-converted basis); provided, however, that any holder of Preferred Shares may waive any of its rights hereunder without obtaining the consent of any other holder(s) of Preferred Shares; and (iv) as to the holders of Ordinary Shares, by persons or entities holding a majority of the Ordinary Shares; provided, however, that any holder of Ordinary Shares may waive any of its rights hereunder without obtaining the consent of any other holders of Ordinary Shares. Any amendment or waiver effected in accordance with this Section 5.2 shall be binding upon each Group Company, each Founder, each holder of Ordinary Shares and each holder of Preferred Shares.

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6.CONFIDENTIALITY AND NON-DISCLOSURE.

6.1.Disclosure of Terms. The terms and conditions of this Agreement and the Purchase Agreement, and all exhibits attached to such agreements (collectively, the “Financing Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any party hereto to any third party except in accordance with the provisions set forth below; provided that such confidential information shall not include any information that is in the public domain other than caused by the breach of the confidentiality obligations hereunder.

6.2.Press Releases, Etc. Any press release issued by the Company shall not disclose any of the Financing Terms and the final form of such press release shall be approved in advance in writing by each Investor. No other announcement regarding any of the Financing Terms in a press release, conference, advertisement, announcement, professional or trade publication, mass marketing materials or otherwise to the general public may be made without all the Investors’ prior written consent.

6.3.Permitted Disclosures. Notwithstanding the foregoing, any party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, partners, accountants and attorneys, in each case only where such persons or entities have the need to know such information and are subject to appropriate nondisclosure obligations. Without limiting the generality of the foregoing, the Investors shall be entitled to disclose the Financing Terms for the purposes of fund reporting or inter-fund reporting or to their fund manager, other funds managed by their fund manager and their respective auditors, counsel, directors, officers, employees, shareholders or investor.

6.4.Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws and regulations) to disclose the existence of this Agreement and the Purchase Agreement, any of the exhibits attached to such agreements, or any of the Financing Terms hereof in contravention of the provisions of this Section 6, such party (the “Disclosing Party”) shall provide the other parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and use all reasonable efforts to seek (with the cooperation and reasonable efforts of the other parties) a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to keep confidential such information to the extent reasonably requested by any Non-Disclosing Party.

6.5.Other Information. The provisions of this Section 6 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties with respect to the transactions contemplated hereby.

6.6.Notices. All notices required under this section shall be made pursuant to Section 8.1 of this Agreement.

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7.PROTECTIVE PROVISIONS.

7.1.Shareholders Approval. In addition to such other limitations as may be provided in the Companies Law, Cap. 22 (Laws 3 of 1961, consolidated and revised) of the Cayman Islands, the Restated Articles, the following acts of the Company, shall require the prior written approval of the holders of at least a majority of the then outstanding Preferred Shares (calculated on an as-converted basis), provided, that where such matter is by applicable laws required to be determined by the members of the Company, the consent of the holders of at least a majority of the then outstanding Preferred Shares shall be deemed obtained if the matter is approved at a general meeting of the Company with the affirmative vote(s) of the holders of at least a majority of the then outstanding Preferred Shares or by way of a written resolution signed by the holders of at least a majority of the then outstanding Preferred Shares. The term “Company” means, for the purpose of this Section 7, the Company itself as well as any and all the subsidiaries of the Company (including but not limited to the other Group Companies), to the extent and where applicable.

(a)any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Preferred Shares;

(b)any action to authorize, create or issue shares of any class or series of the Company having preferences superior to or on a parity with the Preferred Shares in any aspects including without limitation dividend rights, redemption rights and/or liquidation rights;

(c)any new issuance of any equity or debt securities of the Company, excluding any issuance of Ordinary Shares upon conversion of the Preferred Shares;

(d)any action to reclassify any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on a parity with the preference of the Preferred Shares;

(e)any increase or decrease of the authorized number of Ordinary Shares or Preferred Shares;

(f)any repurchase or redemption of any equity securities of the Company other than pursuant to the redemption right of the holders of Preferred Shares as provided herein;

(g)any amendment of the Restated Articles or other charter documents of the Company;

(h)any merger, acquisition, consolidation or reorganization of the Company with or into any other business entity;

(i)the sale, lease, transfer or other disposition of all or substantially all of the Company’s assets;

(j)enter into any joint venture or partnership other than any strategic alliance not involving any equity or equity-related investment;

24

(k)any increase or decrease of the authorized number of the board members of the Company;

(l)the liquidation, dissolution or winding up of the Company;

(m)the declaration or payment of a dividend or other distribution on Ordinary Shares or Preferred Shares;

(n)the adoption, amendment, operation and administration of any employee equity incentive plan of any Group Company;

(o)the appointment and removal of any key officer (vice president or above level) of the Company;

(p)the appointment and removal of auditors of the Company or any material change in the accounting and financial policies of the Company;

(q)the incurrence of any security interest, lien or other encumbrance on any assets of the Company;

(r)the approval or any amendments to the business plan and the annual budget of the Company;

(s)the extension by the Company of any loan or guarantee for indebtedness to any third party;

(t)any transaction involving both the Company and its shareholder or any of the Company’s employees, officers, directors or shareholders or any affiliate of a shareholder or any of its officers, directors or shareholders;

(u)any actions or transactions out of the ordinary course of business of the Company; and

(v)the initial public offering of the Company.

8.GENERAL PROVISIONS.

8.1.Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party, upon delivery; (b) when sent by facsimile at the number set forth in Exhibit A hereto, upon receipt of confirmation of error-free transmission; (c) seven (7) business days after deposit in the mail as air mail or certified mail, receipt requested, postage prepaid and addressed to the other party as set forth in Exhibit A; or (d) three (3) business days after deposit with an international overnight delivery service, postage prepaid, addressed to the parties as set forth in Exhibit A with next business day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto but the absence of such confirmation shall not affect the validity

25

of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 8.1 by giving the other party written notice of the new address in the manner set forth above.

8.2.Entire Agreement. This Agreement, together with all the exhibits hereto and thereto, constitute and contain the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof. Without limiting the generality of the foregoing, this Agreement supersedes, in its entirety, the BVI Shareholders Agreement, which shall be null and void and have no further force or effect whatsoever as of the date of this Agreement. The parties hereto hereby irrevocably waive any and all rights that they may have against any other party under the BVI Shareholders Agreement.

8.3.Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China, as to matters within the scope thereof and without regard to its principles of conflicts of laws.

8.4.Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

8.5.Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns any rights or remedies under or by reason of this Agreement.

8.6.Successors and Assigns. Subject to the provisions of Section 5.1, the provisions of this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

8.7.Interpretation; Captions. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. Unless otherwise expressly provided herein, all references to Sections and Exhibits herein are to sections and exhibits of this Agreement.

8.8.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26

8.9.Adjustments for Share Splits, Etc. Wherever in this Agreement there is a reference to a specific number of shares of Preferred Shares or Ordinary Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the Preferred Shares or Ordinary Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of shares by such subdivision, combination or share dividend.

8.10.Aggregation of Shares. All Preferred Shares or Ordinary Shares held or acquired by affiliated entities or persons (as defined in Rule 144 under the Securities Act) shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

8.11.Shareholders Agreement to Control. If and to the extent that there are inconsistencies between the provisions of this Agreement and those of the Restated Articles, the terms of this Agreement shall control as between the shareholders only. The parties agree to take all actions necessary or advisable, as promptly as practicable after the discovery of such inconsistency, to amend the Restated Articles to the fullest extend permissible by law so as to eliminate such inconsistency.

8.12.Dispute Resolution.

(a)Negotiation Between Parties; Mediation. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 8.12(b) shall apply.

(b)Arbitration. In the event the parties are unable to settle a dispute between them regarding this Agreement in accordance with subsection (a) above, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b). The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.

8.13.Further Actions. Each shareholder of the Company agrees that it shall use its best effort to enhance and increase the value and principal business of the Company.

— REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK —

27

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE GROUP COMPANIES:

WOWO LIMITED

By:

Name: Xu Maodong

Title: Director

WOWO GROUP LIMITED

By:

Name: Xu Maodong

Title: Director

WOWO HOLDING LIMITED

By:

Name: Xu Maodong

Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

Schedule A

Founders

Name	ID/ Passport No.	Holding Company
(Xu Maodong)	420106196712023614	New Field Worldwide Ltd Link Crossing Limited
(Wu Jianguang)	110101197410262556	Jade Investments Ventures Limited
(Wu Mingdong)	710541464 (US Passport)	Mountain Peak Enterprises Limited
(Chen Yan)	320102197109203245	Social Live Holdings Limited
(Wei Jinghan)	420106196804053626	Fortune Plus Worldwide Investments Limited
(Liu Hanyu)	371100197510156817	River Finance Ltd
(Zhang Dong)		Wealthland Holdings Group Limited
(Lv Guangyu)	510221197112130438	Milky Way Development Limited
(Wang Yunming)	370628197811270034	Songlan Ltd
(Liu Chuanjun)	371323198208236912	Conmigo Ltd
(Chen Zhong)	E0026775K (Singapore Passport)
(Lin Pingping)	130928198409231324
(Pan Guozhang)	372923198306285615

Schedule B

Non-Management Ordinary Shareholders

Name	ID/ Passport /Registration No.	Holding Company
(Lv Yonghong)	330722197201163426	NEO Power Ltd
(Hu Xiaoyong)	612430196408170015	FUDE Investments Ltd
(Yang Guang)	230103196307280954	Jade Investments Overseas Limited
(Jiang Yuedong)	321028196406180216	OneNorth Holdings Limited
(Zhang Yongming)	440106197203010397	Tianyou Investment Limited
Golden Bright Global Investment Holdings Limited	BVI Company Number :1407279
Chia Tai Xing Ye Industrial Development Limited	BVI Company Number :1435969

Schedule C

Series A-1 Investors

Name	Number of Preferred Shares
Zero2IPO China Fund II L.P.	5,489,604 Series A-1 Preferred Shares

Schedule D

Series A-2 Investors

Name	Number of Preferred Shares
CDH Barley Limited	30,803,678 Series A-2 Preferred Shares
Zero2IPO China Fund II L.P.	2,053,579 Series A-2 Preferred Shares
Besto Holdings Limited	5,133,947 Series A-2 Preferred Shares
Tianyou Investment Limited	7,923,246 Series A-2 Preferred Shares
David Tse Young Chou	1,026,789 Series A-2 Preferred Shares
Lin Xiangqing	4,398,225 Series A-2 Preferred Shares

EXHIBIT A

Notices

To:	The Group Company and Ordinary Shreholders
Attention:	Wu Mingdong
Address:	North American International Business Center, No. 108 Yi, Beiyuan Road, Chaoyang District, Beijing, PRC
Tel:	86 10 6266 8858
Fax:	86 10 6266 8866
To:	Zero2IPO China Fund II L.P.
Attention:	Chung Wai Chi, Danny
Address:	Room 2101, 21/F Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong
Tel:	852 2960 4611
Fax:	852 2960 0185
To:	CDH Barley Limited
Attention:	Ms. Guo Li or Mr. KH Lew
Address:	1503 International Commerce Center,1 Austin Road West, Kowloon, Hong Kong
Tel:	852 3518 8000
Fax:	852 2810 7083
To:	Besto Holdings Limited
Attention:	Xiao Wei Hong
Address:	66/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Tel:	852 3711 0360
Fax:	852 2169 0970
To:	David Tse Young Chou
Address:	Apt 34C, 3 Kennedy Road, Mid-Levels, Hong Kong
Tel:	852 9187 7027
To:	Lin Xiangqing
Address:	B1 Villa, Hongqiao State Guest Hotel, No. 1591 Hongqiao Road, Changning District Shanghai
Tel:	86 21 6275 8228
Fax:	86 21 6275 9996

To:	Tianyou Investment Limited
Attention:	Zhang Yongming
Address:	16F, Tower B, Investment Plaza, No.27 Financial Revenue, Xicheng District, Beijing
Tel:	86 10 6621 3636
Fax:	86 10 6621 3636

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE GROUP COMPANIES:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE GROUP COMPANIES:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDER HOLDING COMPANIES:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDER HOLDING COMPANIES:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDER HOLDING COMPANIES:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE FOUNDERS:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE NON-MANAGEMENT ORDINARY SHAREHOLDERS:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE NON-MANAGEMENT ORDINARY SHAREHOLDERS:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE NON-MANAGEMENT ORDINARY SHAREHOLDERS:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Tianyou Investment Limited

By:

Name:

Title:

Lin Xiangqing

David Tse Young Chou

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

The Ordinary Share Vendor

Signature page to Share Exchange Agreement

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

Exhibit 10.21

ONLINE PAYMENT AGREEMENT

Party A: Beijing 55Tuan Information Technology Co., Ltd.

Seal:  Beijing 55Tuan Information Technology Co., Ltd

Address: Silicon Bright City Building 9, No.1, Agricultural University South Road Haidian District, Beijing

Contacter:Shi Qin	Tel: 59065549
Postal Code: 100084	Official Website: www.55.com

Industry/Business Activity: Virtual/network virtual service — other network service

Alipay Application: provide the online capital payment channel on our website and offer more convenient payment function to the customers.

Party B: Alipay.com (China) Co., Ltd

Address: Huaxing Time Square Building 22, Wen San Road, No. 478, Hangzhou City, Zhejiang Province

Contacter: Zhu Zhiming Tel: 010-59052888-72526 13811312125

Part I Service and charges (Please tick in the square if you need the service typex)

xAlipay shortcut service (Alipay account No. which use the service 2088701050275441, Alipay account pay@55.com)
Payment interface		Login type
xinstant credit	onormal	onormal login		xshortcut login
	xadvanced
osecured tranzaction		onormal login		oshortcut login
odouble interface		onormal login		oshortcut login
Service Charge (Charging depends on the payment interface, login type and fund channel)		Fund channel	Charge standard		Charge type
		xbalance of the alipay account	0.5% of single transaction amount		Instantly deducted from the total transaction amount when the transaction finished; Charged by Party B
		xonline banking	0.5% of single transaction amount
		xalipay card	0.5% of single transaction amount
		xnetwork payment	0.5% of single transaction amount
		oshortcut pay of credit
		olarge credit card gateway
		(add according to the actual occasion)

Memo

xOnline banking payment interface service (Alipay account No. which use the service 2088701050275441, Alipay account pay@55.com)

Service introduction	The service is instant credit type which is suitable for the service standard of instant credit. When apply for the service, Party A can pay for the transaction items with the alipay account No. in use through corresponding online banking function of its bank account available.
Service rules	The service can only choose specified banks. Once Party A has decided the bank type, they can’t change by any technical or non-technical methods without Party B’s written approval. If cause any losses for this reason, Party A should compensate; In the meanwhile, Party B is entitled to stop to supply the service without notifying Party A, the resulted losses should be borne by Party A itself.
Bank type to choose	othe bank type which Party A choose:       bank,      bank(append if needed)
	xBank types which Party B can support subject to the bank type available that Party A pay.
Charge	onormal online banking interface service		0.2% of single transaction flow	Instantly deducted from the total transaction amount when the transaction finished; Charged by Party B
	xadvanced online banking interface service
Internal Large Trading service (Alipay account No. which use the service 2088701050275441, Alipay account pay@55.com)
Service introduction	The service is instant credit trading type. Party A can pay or collect RMB10,000 of single transaction, upper limit is determined by party A.
Service rules	The service applies service rules of instant credit type, and the charge is not according to that the amount actually pay or collect is above RMB10, 000.
Charge	Internal big amount collection service	0- RMB 20,000(not include RMB20,000),RMB0.5/deal; RMB 20,000-50,000 RMB (not include 50,000), RMB1/deal; above RMB 50,000, RMB5/deal		xInstantly deducted from the total transaction amount when the transaction finished; Charged by Party B
				oPaid by Party B, but Party A should notify the convention clearly before customers pay.
	Internal big amount payment service	0- RMB 20,000(not include RMB20,000),RMB0.5/deal; RMB 20,000-50,000 RMB (not include 50,000), RMB1/deal; above RMB 50,000, RMB5/deal		Instantly deducted from the total transaction amount when the transaction finished; Charged by Party B

xBulk payment service (Alipay account No. which use the service 2088701050275441, Alipay account pay@55.com)

Service introduction	Party A submit bulk payment instruction to the software system of “alipay” by interface or internal of alipay website (www.alipay.com, is called “internal” in the contract) to pay many customers (not above 3,000) for transaction items instructed by Party A at one time.
Service type	xbulk payment to alipay account service				xbulk payment to online banking service
	obulk payment in interface			xbulk payment in internal of website	xT+0 payment	xT+1 payment
Charge	0.2% service charge of single trading flow				Service charge RMB1/deal	Service charge RMB1/deal
	Charge type	Party B will charge from the balance of Party A’s account when the transaction finished immediately; If the balance is not enough, the instruction of bulk payment is invalid. “Party A commit that the fund source of Party A used for bulk payment is one of the following three ways: 1. Online. The fund of company’s bank account (commercial e-banking recharge to alipay account); 2. Offline. Company remit the fund to alipay bank account from bank; 3. The fund gain from online trading by alipay account. If the source of fund is individual online banking, Party B is entitled to suspend the service and collect handling fee 0.2% of recharging amount according to individual online banking. Party A should ensure the validity of the source of fund; or Party B has rights to suspend the service and require Party A to compensate all losses.”
Other appointment	1.As Party A applies shortcut payment service of alipay credit card, Party A agrees that Party B freeze RMB      in his signed account as deposit. Party A should transfer the total amount of deposit to his account in 5 days after they sign the contract, and recharge the deposit when get the notice from Party B that the deposit is not enough, or Party B is entitled to deduct the corresponding amount from Party A’s alipay account as deposit. 2.Party A commit that use online banking payment interface service provided by Party B within the duration of the contract, in the mean time, set the instant payment interface provided by Party B as preferred and default payment interface. Or Party B is entitled to terminate the contract.
Receivable account of Party B	Bank account		Bank: Merchants Bank, Hangzhou Branch Office Account No.:571904478210901
	Alipay account		sk@alipay.com

Part II Terms of Contract

Article 1  Related definition

Despite of meaning conveyed by the context, the words in the contract mean as below:

1.1“alipay service”: “alipay” software system and payment as well as collection service appended Party B provided to Party A.

1.2Alipay account: when Party A use the “alipay service” appointed in the contract, Party B provide unique identification number. Party A can set password, install certificate, make transactions with the “alipay service” and check the detailed financial information of the transaction.

1.3Business tool interface of alipay: that is the software interface of “alipay” software system developed by Party B. Party A can use “alipay service” in its website after it connects with software system of Party A. Party B will bind Party A’s alipay account which confirmed in the contract; If Party A needs to add new alipay account under the alipay interface, he should apply to system background specified by Party B in written form or with the alipay account email in use, and Party B complete the corresponding interface binding to ensure the security of Party A’s receivable account.

1.4Instant credit interface: The interface support instant credit trading type. Once payer confirms to pay, the fund send to receiver’s alipay account instantly without intermediary services of Party B. Payer and receiver should bear all the risks and responsibility themselves and solve them.

According to whether the instant credit interface have refund feature that Party B provide for Party A, it can be distinguished to normal instant credit interface (without refund feature) and advanced instant credit interface (with refund feature).

1.5Advanced instant credit interface/advanced online banking payment interface: In 18 months after completed transactions with its customer, Party A can refund to its customers on the base of original order No. initiatively. When Party A apply the refund feature of interface, the software service charge of refund transaction collected when it completed will not refund and it will not collect any service charge when refund.

1.6Shortcut payment of credit card: Party A provide related credit card information for system of Party B, while Party B send to corresponding bank to verify or authorize to operate. According to the operation results of bank, the trading process of Party A’s customers paying to Party A or failure transaction complete.

1.7Transaction flow: single transaction amount count by “Alipay” software system that Party A completed with its selected service type of Alipay service, and it is the basis of charging.  If set up transactions before the contract comes into effect or during the period of validity, and completed after the terminate of the contract, the corresponding transaction amount will not count in the trading flow, but reckon in the transaction flow of renewed contract signed by two parties. If they haven’t renewed the contract, Party A should pay 3% of single transaction amount to Party B for software service charge.

1.8Party A’s customers: users that register in the website of Party A as a member or trade directly with Party A.

Article 2 Content of Service

2.1 Party B provides the following services for Party A:

2.1.1 Security encryption

Provide Party A for Party B’s service of high quality 128-bit encrypted channel network, specification of information transmission interface, configuration of a secure transport protocol, manage permissions and so on.

2.1.2 “Alipay service”

Provide “alipay” software system for Party A as well as all kinds of payment and collection services between Party A and its customers.

Provide Alipay account for Party A, so that Party A could check its detailed financial information of payment and collection with alipay service online instantly.

2.1.2 Provide online inquiry system

Set up online inquiry function of transaction information and information management of alipay account as well as information inquiry service system for Party A to inquiry online 24 hours a day. The inquiry system should list related time and amount of transactions.

2.2 Special agreement of bulk payment to bank account service

2.2.1 When Party A pay for its customers, if the Party A is an individual (called individual

user below), the payment amount of single transaction (single bank account paying to individual users of Party A, hereinafter) is not larger than RMB50,000, the amount which accumulating payment to an individual user bank account is not larger than RMB500,000 a day.

2.2.2When the bank audit the bulk payment to bank account service of Party A, Party A should coordinate to supply corresponding voucher required by the bank bear the loss of suspending payment and failure payment caused by auditing.

2.2.3“T” in T+0 payment and T+1 payment of bulk payment to bank account service is the day that aplipay software receive the bulk payment instruction sent by Party A, and it must be working day. If it is holidays, the processing time of corresponding bulk payment instruction postpone to the first working day after the holiday. But for using T+0 payments, it is subject to the bank that deal with the business and the two parties confirm after inquiry. “alipay” software system should generate corresponding payment document and send to the bank in the day (T+0 payments)when receive the bulk payment instruction and the morrow (T+1 payment) respectively, and the bank will transfer the money. Party A understand and agree that if the bank account of Party A’s customer is the direct cooperative banks of Party B, Party B should ensure to pay according to the agreement service strictly; if the bank account of Party A’s customer is not the direct cooperative banks of Party B, as for the special nature of data transmission, Party A agree that Party B complete the payment in 5 working days after receive the bulk payment instruction of Party A at latest and Party B don’t have to incur any liability of breach. Whether the completed payment is success or not is subject to the bank statement.

2.2.4The bank account of Party A’s customer could be debit card or passbook, but can’t be credit card account. If it is passbook account, it subject to the cooperative bank that support the service.

2.2.5Party A commit that subject of the payment is legal, while it will not violate laws and regulations and infringe the interests of any third party. In the meanwhile, Party A should commit that the information in the bulk payment instruction is true, legal and correct, and bear the loss caused by wrong information. If failure payment or postponing payment is caused by wrong information from Party A or bank system, Party B has no responsibility. Party B will not intervene the dispute between Party A and its customers caused by payment instruction of Party A and postponing of corresponding amount and have no responsibility. As for the postponing or failure of payment caused by the bank, Party B should coordinate to process initiatively.

2.2.6The current direct cooperative bank of Party B:

Industrial and Commercial Bank of China, China Construction Bank, China Minsheng Bank, Agricultural Bank of China, Shenzhen Development Bank, Bank of Communications, Merchants Bank, Guangdong Development Bank, Industrial Bank, Shanghai Pudong Development Bank. Any relationship alteration between Party B and cooperative bank or readjusting bank business cause nonpayment of Party A’s customers which have the corresponding bank accounts, Party B have no responsibility, but Party B should notify Party A within 3 days after the alteration.

2.3   Special agreement of online banking payment interface service

2.3.1 If Party A select normal online banking payment interface service, once the customer of Party A choose the service to pay, the amount reach to alipay account of Party A instantly (with refund feature), Party A and its customer should bear all the risks and responsibility and solve themselves.

2.3.2  If Party A select advanced online banking payment interface service, that is adding

refund feature on the basis of normal online banking payment interface service. Party A could refund the amount to bank account of its customers on the basis of original transaction order no. within 18 months after they completed the transaction. When Party A apply the refund feature of interface, the corresponding refund transaction is still count in the transaction flow when the transaction, Party B will not refund the service charge collected at that time; the refund amount will not reckon in the transaction flow when refund and will not collect any software service charge.

2.3.3When the bank audit the bulk payment to bank account service of Party A, Party A should coordinate to supply corresponding voucher required by the bank bear the loss of suspending payment and failure payment caused by auditing.

2.3.4When refund in the online banking payment interface service, Party B should refund the amount to bank account of Party A’s customers within 10 days that Party A send the instructions, if it is holidays, the processing time of corresponding refund amount postpone to the first day after the holidays.

2.3.5Within the coordinating time, Party A is obliged to take related measures to prevent risks of disposal of stolen goods and cheating by third party (If what the customers of Party A bought is game products, when the payment is above a certain amount o a day, Party A needs to verify manually); Party A should try his best to coordinate the investigation of stolen cards and goods cases as well as provide related information; If the rate of disposal of stolen goods is too high, Party B is entitled to suspend the online banking payment interface without bearing responsibility if they think it is too risky.

Article 3 Rights and obligations

3.1 Rights and obligations of Party A

3.1.1Party A should provide but not limit related identification materials and business content documents required by Party B, and notify Party B within 3 working days in written form when it alters.

Party A should bear all the obligations caused by the incorrectness, falseness, untimeliness and incompleteness of above materials (including but not limit misinformation of invoice, can’t develop the business as couldn’t contact, Party B can’t identify the instructions sent by new identification of Party A to operate).

3.1.2Party A should bear the responsibility of complaint, rejection, dispute and penalty themselves caused by illegal, false, obsolete or not full and accurate transaction information in its website. If Party B loses for the above, Party A should compensate.

3.1.3Party A should accurately describe the content of “alipay” software system and “alipay service” in its website, and guide its customers to hand in service application of “alipay” software system. Party A shouldn’t get service of Party B for others or provide paid or unpaid business service for other websites or enterprises with payment interface provided by Party B in the name of Party A. Party A commit that it doesn’t utilize interface of Party B in the third websites, doesn’t supply interface technique, security agreement and certificates of Party B for the third parties in any way, doesn’t supply business services for the third parties with interface of Party B, but except Party A and holding agents of Party A’s parent.

3.1.4Party A should properly keep the alipay account, password and (or) digital certificate provided by Party B, while alipay account, password and (or) digital certificate of Party A is the unique mark that Party B identify its identity and instructions. All operations that use alipay account, password and (or) digital certificate of Party is the operating behavior of Party A(authorized). Losses caused by loss, leakage, stolen

of alipay account, password and (or) digital certificate of Party A should be bear by Party A. Any payment instruction that sends from alipay account, password and (or) digital certificate of Party A to “alipay” software system constitutes irrevocable authorized payments instructions, Party B don’t have to bear the responsibility for the behavior of payment according to the instruction and its results.

3.1.5Party A agree that Party B is entitled to supply related transaction information to cooperative bank of Party B and government regulatory authorities to audit if necessary, but Party B should notify Party A the name of banks and government regulatory authorities that receive the information and the disclosed transaction information.

3.1.6Party A should establish the software program which could cope with “alipay” software system and identify all kinds of transaction payment state information form “alipay” software system to complete the whole transaction process according to the “alipay” software system provided by Party B. The software program includes but not limits the process of order processing, confirmation receipt and supplying services.

3.1.7Party A commit that it will obey all laws and regulatory documents and accept to obey alipay service agreement, alipay transaction specification, alipay verification service agreement and related management specifications as well as technical and nontechnical specifications in the process announced in the website of Party B untimely. Party A commit that the transaction performance between Party A and its customers will not violate related laws and regulations, and not violate alipay service agreement and related regulations announced untimelyin the website of Party B and restrictions, notice and introductions in the process of using “alipay service”.

3.1.8Party A understand and agree when the insecurity in its website (includes website system) which could affect the interest of Party B or its members, Party B is entitled to require Party A to eliminate the insecurity instantly. If Party A doesn’t eliminate the insecurity after get the notice of Party B, Party B is entitled to terminate the contract unilaterally and doesn’t compensate any losses and bear the liability.

3.1.9If credit card non-payment of users of Party A occurred, Party A should provide related voucher required by Party B initiatively, including but not limiting logistic and delivery receipt voucher, detailed address, name and contact information of receiver, product name and amount of the product. If the vouchers provided by Party A are not verified to overthrow the claim of non-payment of Party A’s customer’s claim, Party A must compensate all losses of Party B within 5days after get the notification of Party B

3.1.10If Party A violate the agreement of the contract and apply the credit card shortcut payment to sales of virtual commodities, Party B is entitled to suspend the credit card shortcut payment service of Party A immediately. Party A must compensate to Party B for the losses caused by the violation of Party A, or Party B is entitled to deduct from the deposit of Party B directly; If the deposit is not enough, Party B is entitled to deduct from the alipay account of Party A directly. In the meantime, If customers of Party A withdraw, the service charge collected in the time of receiving will not refund.

3.1.11Party A commit that Party A exclusively use the online banking interface service except the payment interface which Party A cooperate with banks directly within the validity of the contract.

3.2Rights and obligations of Party B

3.2.1Party B takes charge of establishment, operation and management of alipay software system and ensures that Party B will provide Party A for all kinds of services

described in Article 2 according to alipay service agreement, alipay transaction specification, alipay verification service agreement announced in its website.

3.2.2Party B takes charge of complains about “alipay” software system and handles the disputes arose.

3.2.3If Party A notice Party A that its alipay account, password and (or) digital certificate are revealed or used by unauthorized person, Party B should take reasonable measures instantly (including but not limiting freeze Party A’s alipay account and amount in side as well as transactions temporarily) to prevent enlarging of losses. If the losses of Party A enlarge for that Party B doesn’t take measures in time or properly, Party B should compensate to Party A for the enlarging part.

3.2.4Party B should set business inquiry and contact information to answer all kinds of doubts in the process of utilizing “alipay service” and solve the problem of data reconciliation and cash flow for two parties timely.

3.2.5Party B should ensure that “alipay service” doesn’t violate the laws and regulations.

3.2.6Party is entitled to suspend (terminate) providing credit card shortcut payment channel or decrease the payment limit of Party A’s credit card to prevent risks if necessary.

Article 4   charge, settlement and refund

4.1When the software service Party A paid to Party B reaches RMB1, 000 or in 15 days that the contract terminate for any reason, Party B should make software service invoice which equals to the amount of software service charge actual paid and send to the “contact address” of Party A in the contract by express.

4.2The settlement current is RMB for two parties. The basis of settlement for two parties:

4.2.1 If there are records in “alipay” software system and bank reconciliation certificate, it is subject to the bank reconciliation certificate;

4.2.2 If there are no records in “alipay” software system but in bank reconciliation certificate, it is subject to the bank reconciliation certificate;

4.2.3 If there are records in “alipay” software system but no record in bank reconciliation certificate, it is subject to “alipay” software system.

4.3Party A could pay(PayPal) the balance (except freeze amount) of his alipay account to its specified bank account by applying to “alipay” software system, Party B should send the transferring requirements to the bank the second working day after it receive the PayPal requirements, but delay caused by banks, Party B have no responsibility. If Party A doesn’t get the above amount not for the reason of Party B, it can require Party B to check in the bank with related bank reconciliation certificate and Party B should ensure that Party A could get the amount in 10 working days. Party A should bear the corresponding losses for the wrong information of the bank.

4.4Party A have to refund for its own reason, Party B will deduct related transaction amount from Party A’s account according to Party A’s instructions, except for freeze amount (when there are risks or other special situation in Party A’s alipay account, Party B freeze the account according to Party A’s requirements; Party B coordinate with government agencies to freeze according to valid law documents; Party A’s behavior violates alipay service agreement in using “alipay account”, and Party B freeze its account according to alipay service agreement. If Party A’s balance in alipay account is not enough to refund, it should complement timely. Party B will not collect software service charge again when deduct the refund from Alipay account of Party A. If Party A doesn’t provide the refund by recharge to its alipay account or transaction collecting (remittance), Party A should bear the charges occurred.

Article 5 Privacy policy

5.1Except the regulations of application laws, Both Parties have confidentiality obligations

for the content of the contract and business as well as technical secrets of the other party known by implementing the contract. Any party can’t reveal the content of the contract and known business as well as technical secrets of the other party or inform to any non-parties of this contract (including any unauthorized employee of two parties) in other ways, or use for other intentions except implementing the contract; except for regulations announced in alipay service agreement in Party B’s website.

5.2Both parties should take reasonable and necessary measures to ensure themselves (and their employees) to obey the above agreement. Both parties should take reasonable prevention measures to protect the confidential information. The prevention measures should be important as Party A take measures to protect its own confidential information at least, but not less than reasonable attention.

5.3Party A shouldn’t disclosure the content that the two parties are cooperating and negotiating by holding a news press conference or other ways without Party B’s written confirmation.

5.4As the services Party B provided for Party A includes alipay shortcut login service, when the users of Party B login Party A’s website, the feature will provide partial registration information of Party B’s users for Party A (including but not limiting Email address, hereinafter confidential information for short). The confidential information also forms the business secrets of Party B, Party A and its related enterprises (any person, partner organizations, joint ventures, limited company or enterprises in other forms at home or abroad, including but not limiting which control it directly or indirectly, or controlled directly or indirectly, or subsidiary controlled by one party of the contract) should take confidential responsibilities for the confidential information as below:

5.4.1Party A commit that Party A utilize the confidential information for the convenience of Party B’s users to buy or use the products or services provided in Party A’s website, it will not use the confidential information to any commercial or non-commercial purposes, it will not utilize the confidential information provided by the disclosing party to generate member list of Party A’s website and supply to Party B’s users, then Party A will bypass the alipay shortcut login service of Party B and supply service for Party B’s users directly.

5.4.2When Party A use alipay shortcut login service, it can’t supply other third party payment tool to pay for Party B’s users other than Party B provide (no matter whether the third party payment tool open to use or not before use alipay shortcut login service provided by Party B); or once found, Party B is entitled to suspend to supply alipay service unilaterally without notifying Party A and bear no responsibility.

Article 6 Termination of contract

6.1If any of below situation occurred, the observant is entitled to terminate the contract.

6.1.1One party violate the agreement of the contract and doesn’t fulfill the obligations, and doesn’t correct in 30 days after get the written notice from the other party;

6.1.2One party violate the agreement of the contract seriously which lead to not realization of the goal of the contract.

6.2The contract expires.

Article 7   Exclusions

7.1In order to supply services effectively, the website of Party B and “alipay” software system will maintain and test at times. Party B will announce in its website 3 days ahead, the suspended service and unstable state occurred is not the violation of Party B.

7.2Within the duration of the contract, Party B can’t supply stipulated service for the promulgating and altering of laws of government’s related authorities, and it is not

violation of Party B. Both parties should alter the content of contract according to related laws and regulations.

Article 8   Resolution of dispute

8.1The validity, interpretation, alteration, implementation and dispute resolution of the contract is applicable for PRC laws. If there is no relevant law, refer to general international commercial practices and (or) industry practice.

8.2Any dispute arising from this contract, both sides should resolve through consultation. If the consultation fails, it should be submitted to people’s court of the defendant’s location to juristic over the decision.

Article 9   Breach of contract

9.1      Except agreement in the contract, any party that violates the agreement of the contract should compensate the direct loss caused to the other party.

9.2      Except the above agreement, any party doesn’t have responsibility for the Property damage, personal injury, loss of profits, loss of income, business interruption and other direct, indirect, special or incidental damages of the other party.

Article 10   Other

10.1      If both sides don’t raise an objection in written form a month before the contract terminate, the contract renew for one year automatically and so forth.

10.2      Party A commit that the industrial background, business content and the application of alipay service filled in the front of the contract are real and effective. If Party A violates the commitment, it should bear all the resulted liability and compensate for the losses of Party B, Party B is entitled to suspend the contract agreement service to Party A according to this.

10.3Any party of the contract can’t transfer or assign its rights and obligations under the contract without the other party’s written permission. But If require to perform the contract, Party B is entitled to transfer the rights and obligations under the contract to the third party which have legal ability to perform (including but not limiting running “alipay” business), but Party B have joint liability for the performance of assignee.

10.4The contract replaces any understanding and agreement reached before. Only signed by authorized delegations of both parties in written form, the contract can be edited and altered.

10.5If any term of the contract is defeasance or hart to perform announced by court, arbitration agencies or other dispute solving agencies, the term is considered to delete form the contract and the left terms in the contract is totally valid.

10.6The effective time of the contract is from the date that the above service open to August 30, 2012.

10.7The contract is in quadruplicate, and each party hold two which have the same legal effect.

(No body text hereinafter)

(No body text hereinafter)

Party A:	Party B:
Beijing 55Tuan Information Technology Co., Ltd.	Alipay.com (China) Co., Ltd
Seal: Beijing 55 Tuan Information Technology Co., Ltd	Seal: Alipay.com (China) Co., Ltd
Date: 2011.8.11	Date: 2011.8.18

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, September 23, 2011 as to Note 1, 12 ,16 and 17, relating to the consolidated financial statements of Wowo Group Limited, and its subsidiaries and its variable interest entity as of December 31, 2009 (predecessor) and 2010 (successor) and for the years ended December 31, 2009 and 2010 (predecessor) and the financial statement schedule of Wowo Group Limited as of December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shijiazhuang Chuanglian Technology Co., Ltd. as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Changzhou Bangketuan as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Wuxi Yuzhong Internet Technology Co., Ltd. as of December 31, 2009 and 2010 and for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shenzhen Xunjie Times Media Co., Ltd. as of December 31, 2010 and for the period from May 5, 2010 (business commencement date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Fuzhou Baiketuan as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Chengdu Beiguo Technology Co., Ltd. as of December 31, 2010 and for the period from August 20, 2010 (inception date) to

December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shanghai Yinqing Advertising Co., Ltd. as of December 31, 2009 and 2010 and for the years ended December 31, 2009 and 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Beijing Kaiyishidai Network Technology Co., Ltd. as of December 31, 2010 and for the period from September 27, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Xiamen Shantuan as of December 31, 2010 and for the period from May 17, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Changzhou Jingcaituan as of December 31, 2010 and for the period from August 2, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Ningbo Tangtuan as of December 31, 2010 and for the period from June 13, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Langfang Wodetuan as of December 31, 2010 and for the period from October 18, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated September 23, 2011 relating to the financial statements of Wowo Limited as of July 13, 2011, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Selected Consolidated Financial and Operating Data” and “Experts” in such Prospectus.

Deloitte Touche Tohmatsu CPA Ltd.

Beijing, the People’s Republic of China

September 23, 2011

Exhibit 99.2

Commerce & Finance Law Offices

6F NCI Tower, A12 Jianguomenwai Avenue,

Chaoyang District, Beijing, PRC; Postcode: 100022

Tel:(8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837

Website: www.tongshang.com

Wowo Limited

Building No. 9, 1 Nongdananlu

Haidian District, Beijing

People’s Republic of China

Date: [], 2011

RE: WOWO LIMITED

Dear Sirs,

We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of issuing this legal opinion, excluding Hong Kong, Macau and Taiwan) and as such are qualified to issue this opinion on the laws of the PRC.

We have acted as the PRC counsel for Wowo Limited (the “Company”), a company established and existing under the laws of the Cayman Islands, in connection with (i) the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by the Company of American Depositary Shares (“ADSs”), representing ordinary shares, par value US$[ ] per share, of the Company (together with the ADSs, the “Offered Securities”) and (ii) the Company’s proposed listing of the ADSs on the Nasdaq Global Market. We have been requested to give this opinion on, among other things, the legal ownership structure of the PRC Subsidiary, as defined below.

For the purpose of this opinion, we have reviewed the copies, certified or otherwise identified to our satisfaction, of documents provided to us by the Company and its PRC Subsidiaries (as defined herein) and such other documents, corporate records, certificates issued by relevant governmental authorities of the PRC and other instruments as we deem necessary or appropriate for the purpose of rendering this opinion.

In the examination of the above mentioned documents, we have assumed that (a) all documents submitted to us as copies conform to their originals; (b) all the originals and signatures, chops and seals on all such documents which bear such signatures, chops and seals are genuine and authentic; (c) other than the PRC residents and entities relevant to any of the documents or to such other documents as referred to in the opinion which are incorporated or established or organized under the laws of the PRC, all parties have the requisite power and authority to enter into, and have duly executed and delivered the documents and performed their obligations thereunder; and (d) all these documents constitute legal, valid, binding and enforceable obligations on the parties thereto under the laws (other than the laws of the PRC) by which they

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are expressed to be governed.

This opinion is rendered on the basis of the PRC laws and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. Any such changes, amendments or replacements may be made by an order of the President of the PRC or the State Council or, in the case of provincial laws and regulations, by the relevant provincial government and may become effective immediately on promulgation. We have no obligation to update this opinion after the effective date of the Registration Statement.

We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions based on any laws other than the laws of the PRC and accordingly express or imply no legal opinion herein on the laws of any jurisdiction other than the PRC.

Capitalized terms and expressions used herein and not otherwise defined should have the same meanings as ascribed to such terms in the Registration Statement.

Based on the foregoing, we are of the opinion that:

(i)Incorporation of PRC Subsidiaries. Each of the PRC subsidiaries of the Company listed in Annex 1 attached hereto (the “PRC Subsidiaries” and each a “PRC Subsidiary”) and the PRC affiliated entities listed in Annex 2 attached hereto (the “PRC Affiliated Entities” and each a “PRC Affiliated Entity”) has been duly organized and is validly existing as a wholly foreign owned enterprise, or a domestic limited liability company, as the case may be, with full legal person status and limited liability and in good standing under the applicable PRC Laws.

Except as discosed in the Registration Statement or expressly provided in the agreements set forth in Annex 3 (collectively, the “Control Agreements”), the equity interests of the PRC Subsidiaries and the PRC Affiliated Entities owned or controlled indirectly by the Company are free and clear of all liens, charges, restrictions upon voting or transfer or any other encumbrances, equities or claims; the articles of association, the business license and other constituent documents of each of the PRC Subsidiaries and the PRC Affiliated Entities comply with the requirements of applicable PRC Laws, have been approved by the relevant PRC authorities, as the case may be, and are in full force and effect.

To the best of our knowledge after due inquiry, no winding up or liquidation proceedings have been commenced against any PRC Subsidiary or PRC Affiliated Entity, and no proceedings have been started for the purpose of, and no judgment has been rendered declaring any PRC Subsidiary or PRC Affiliated Entity bankrupt or in an insolvency proceeding.

(ii)Business. Each of the PRC Subsidiaries and the PRC Affiliated Entities has full legal right, power and authority (corporate or otherwise) to own, use, lease and operate its assets and to conduct its business in the manner presently conducted and as described in the Registration Statement and is duly qualified to transact business and is in good standing in each jurisdiction in which it owns or uses or leases properties, conducts any business

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or in which such qualification is required, except as expressly provided in the Control Agreements or disclosed in the Registration Statement. Except as disclosed in the Registration Statement, the PRC Subsidiaries and the PRC Affiliated Entities have all necessary licenses, consents, authorizations, approvals, orders, certificates and permits of and from, and has made all declarations and filings (collectively, “Governmental Authorizations”) with any governmental or regulatory agency in the PRC (“Governmental Agencies”) to own, lease, license and use its properties, assets and conduct its business in the manner presently conducted and as described in the Registration Statement and such Governmental Authorizations contain no materially burdensome restrictions or conditions not described in the Registration Statement. To the best of our knowledge after due inquiry, each of the PRC Subsidiaries and the PRC Affiliated Entities is in compliance with the provisions of all such Governmental Authorizations in all material respects. Nothing has come to our attention that makes us to believe that any Governmental Agencies is considering modifying, suspending or revoking any such PRC Governmental Authorizations.

(iii)Corporate Structure. Each of the PRC Subsidiaries, the PRC Affiliated Entities, and other parties has full power, authority and legal right to enter into, execute, adopt, assume, issue, deliver and perform their respective obligations under each of the Control Agreements to which it, she or he is a party, and has authorized, executed and delivered each of the Control Agreements to which it, she or he is a party, and, such obligations constitute valid, legal and binding obligations enforceable against each of them in accordance with the terms of each of the Control Agreements. No Governmental Authorizations are required under any PRC Laws in connection with the due execution or delivery of each of the Control Agreements except for registrations with relevant Governmental Agencies in relation to the shares pledge as described in the Control Agreements; the shares pledges under the Control Agreements will be duly created and effective provided that such pledges are duly registered with relevant Governmental Agencies in accordance with PRC Laws.

(iv)2006 M&A Rules. On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce (“MOFCOM”), the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (“CSRC”), and the State Administration of Foreign Exchange, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “2006 M&A Rules”), which became effective on September 8, 2006 and were amended on June 22, 2009. The 2006 M&A Rules purport, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. Based on our understanding of current PRC Laws, we are of the opinion that the issuance and sale of the ADSs, the listing and trading of the ADSs on the Nasdaq Global Market or the consummation of the transactions contemplated by the Underwriting Agreement and the Deposit Agreement is not and will not be affected by the 2006 M&A Rules. As of the date hereof, the 2006 M&A Rules did not and do not require the Company to obtain the

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approval of the MOFCOM or the approval of CSRC prior to the issuance and sale of the ADSs, the listing and trading of the ADSs on the Nasdaq Global Market.

The statements set forth in the Registration Statement under the captions “Regulations —Regulation on Overseas Listings” are fair and accurate summaries of the matters described therein, and nothing has been omitted from such summaries that would make the same misleading in any material respect.

(v)The Security Review Rule. On February 3, 2011, the State Council promulgated the Notice on the Establishment of the Security Review System in Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the MOFCOM promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors effective as of September 1, 2011, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. Based on our understanding of the current PRC Laws, we are of the opinion that the aforesaid security review regulations do not apply to the listing and trading of the ADSs on the Nasdaq Global Marke, given that the Company does not conduct any merger or acquisition that would subject it to the requirements of the security review regulations.

(vi)Accurate Description of Laws and Documents. All matters of PRC Laws and practice relating to the Company, each PRC Subsidiary, each PRC Affiliated Entity and their respective businesses and other statements with respect to or involving PRC Laws set forth in the Registration Statement under the captions “Prospectus Summary”, “Risk Factors”, “Use of Proceeds”, “Dividend Policy”, “Enforceability of Civil Liabilities”, “Our History and Corporate Structure”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Our Business”, “Regulations”, “Related Party Transactions”, and “Taxation”, in each case insofar as such statements describe or summarize PRC legal or regulatory matters, or documents, agreements or proceedings governed by PRC Laws are true and accurate, and are fairly described and correctly set forth in all material respects therein, and nothing has been omitted from such statements which would make the same misleading in any material respect.

(vii)No Sovereign Immunity. Under the PRC Laws, none of the Company or its PRC Subsidiaries or PRC Affiliated Entities, or any of their respective properties, assets or revenues, is entitled to any right of immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any court in the PRC, service of process, attachment prior to or in aid of execution of judgment, or other legal process or proceeding for the granting of any relief or the enforcement of any judgment.

4

(viii)Compliance with PRC Law. To the best of our knowledge after due inquiry, each of the Company, the PRC Subsidiaries and the PRC Affiliated Entities is currently in compliance with all applicable PRC Laws, except as disclosed in the Registration Statement, or such as do not, individually or in the aggregate, have a material adverse effect on the condition (financial or other), business, properties, management, shareholders’ equity, results of operations or prospects, of the Company, the PRC Subsidiaries or the PRC Affiliated Entities, taken as a whole. The issuance, sale and delivery of the ADSs and the Shares underlying the ADSs by the Company as described in the Registration Statement will not conflict with, or result in a breach or violation of, the provisions of any applicable PRC Laws.

(ix)Enforceability of Civil Procedures. We have advised the Company that there is uncertainty as to whether the courts of the PRC would: i) recognize or enforce judgments of United States courts obtained against the Company or directors or officers of the Company predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or ii) entertain original actions brought in each respective jurisdiction against the Company or directors or officers of the Company predicated upon the securities laws of the United States or any state in the United States.

We have advised the Company further that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other agreements with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company or the directors and officers of the Company if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the above-mentioned Registration Statement, and to the use of our name in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the Securities Act, or the regulations promulgated thereunder.

Yours faithfully,

Commerce & Finance Law Offices

5

Annex 1

List of the PRC Subsidiaries

PRC Subsidiary	Registered Capital
Beijing Wowo Shi Jie Information Technology Co., Ltd.	USD5,000,000

6

Annex 2

List of the PRC Affiliated Entities

PRC Affiliated Entity	Registered Capital
Beijing Wowo Tuan Information Technology Co., Ltd.	RMB11,077,672
Beijing Kai Yi Shi Dai Network Technology Co., Ltd.	RMB1,000,000
Beijing Yi You Bao Information Technology Co., Ltd.	RMB1,000,000
Shijiazhuang Wowo Tuan Information Technology Co., Ltd.	RMB1,000,000
Jinan Wuzhiwu Information Technology Co., Ltd.	RMB1,000,000
Wuxi Yuzhong Internet Technology Co., Ltd.	RMB2,000,000
Shenyang Wowo Shijiu Internet Technology Co., Ltd.	RMB1,000,000
Hunan Wowo Tuan Information Technology Co., Ltd.	RMB3,000,000
Changzhou Wowo Tuan Information Technology Co., Ltd.	RMB1,000,000
Shaoxing Wowo Tuan Information Technology Co., Ltd.	RMB1,000,000
Langfang Wowo Tuan Internet Technology Co., Ltd.	RMB1,500,000
Chengdu Beiguo Technology Co., Ltd.	RMB1,000,000
Shenzhen Xunjie Time Media Co., Ltd.	RMB2,050,000
Quanzhou Wowo Tuan Information Technology Co., Ltd.	RMB1,500,000

7

Annex 3

List of the Control Agreements

1.the shares pledge agreements entered into among Beijing Wowo Shi Jie Information Technology Co., Ltd. and the shareholders of each of Beijing Wowo Tuan Information Technology Co., Ltd. Beijing Kai Yi Shi Dai Network Technology Co., Ltd. and Beijing Yi You Bao Information Technology Co., Ltd. each in May 2011 and amended in June 2011;

2.the option agreements entered into among Beijing Wowo Shi Jie Information Technology Co., Ltd. and the shareholders of each of Beijing Wowo Tuan Information Technology Co., Ltd. Beijing Kai Yi Shi Dai Network Technology Co., Ltd. and Beijing Yi You Bao Information Technology Co., Ltd. each in May 2011 and amended in June 2011;

3.the exclusive technical support service agreements entered into by Beijing Wowo Shi Jie Information Technology Co., Ltd. and each of Beijing Wowo Tuan Information Technology Co., Ltd. Beijing Kai Yi Shi Dai Network Technology Co., Ltd. and Beijing Yi You Bao Information Technology Co., Ltd. in May 2011 and amended in June 2011; and

4.the power of attorney each executed by the shareholders of each of Beijing Wowo Tuan Information Technology Co., Ltd. Beijing Kai Yi Shi Dai Network Technology Co., Ltd. and Beijing Yi You Bao Information Technology Co., Ltd. in May 2011 and amended in June 2011.

8

EX-99.5

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TABLE OF CONTENT

Exhibit 99.5

Confidentially Submitted with the Securities and Exchange Commission on October 27, 2011

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wowo Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) 7379
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Building No. 9, 1 Nongdananlu
Haidian District, Beijing, 100029
People's Republic of China
(8610) 6266 8858
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

[Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474]
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong (852) 2514-7600	James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong (852) 2533-3368

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(3)	Amount of registration fee
Ordinary Shares, par value US$            per ordinary share(1)(2)	US$	US$

(1)

Includes            ordinary shares that may be purchased by the underwriters to cover over-allotments, if any. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(2)

American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-          ). Each American depositary share represents            ordinary shares.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated

P R O S P E C T U S

Wowo Limited

                        American Depositary Shares
Representing        Ordinary Shares

        This is an initial public offering of American Depositary Shares, or ADSs, of Wowo Limited. We are offering            ADSs. Each ADS represents the right to receive                        ordinary shares, par value US$            per share.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We anticipate the initial public offering price per ADS will be between US$      and US$      . We have applied to have the ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 12.

Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds to Wowo Limited (before expenses)	US$	US$

        We have granted the underwriters a 30-day option to purchase up to an additional      ADSs to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

        The underwriters expect to deliver the ADSs to purchasers on or about            , 2011.

BofA Merrill Lynch UBS Investment Bank

The date of this prospectus is            , 2011.

TABLE OF CONTENT

	Page
Prospectus Summary	1
The Offering	7
Risk Factors	12
Special Note Regarding Forward-looking Statements	47
Use of Proceeds	48
Dividend Policy	49
Capitalization	50
Dilution	51
Enforcement of Civil Liabilities	53
Our History and Corporate Structure	55
Selected Consolidated Financial and Operating Data	59
Management's Discussion and Analysis of Financial Condition and Results of Operations	62
Unaudited Pro Forma Condensed Consolidated Financial Data	85
Our Business	98
Regulations	109
Management	118
Principal Shareholders	123
Related Party Transactions	125
Description of Share Capital	126
Description of American Depositary Shares	137
Shares Eligible for Future Sale	147
Taxation	149
Underwriting	158
Expenses Related to this Offering	166
Legal Matters	167
Experts	167
Where You Can Find More Information	168

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorized to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Through and including                    , 2011 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision.

Overview

        We are the leading provider of local social e-commerce services in China, focusing on group buying deals of life-style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the latest issue of the independent monthly report on group buying industry in China by www.tuan800.com, a group buying aggregating website in China, or the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of 55tuan.com and our consolidated affiliated entities' websites, or collectively, Wowo Tuan, and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing, a guest electronic management system, or GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires. As of August 31, 2011, we deployed 1,977 GEMs which we provide to selected local merchant clients during redemption periods of their featured deals free of charge. We plan to explore ways to monetize GEM in the future once its installation reaches a critical mass.

        In addition, we have recently launched a separate website, www.jieshi.com, which has been redirected to www.55.com starting from October 8, 2011, or Wowo Platform, which provides a group buying aggregate service to address a consumer need previously underserved by the typical group buying business model. Wowo Platform is an open platform through which group buying service providers, commissioned agents and local merchants may place their daily group buying deal offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each

1

day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals of life-style products and services. On a typical day, there are over 22,000 group buying deals available on Wowo Platform. In the fourth quarter of 2011, we plan to launch a new location-based service application for mobile devices, or LBS, which enables consumers to search for group buying deals or promotional offers on Wowo Platform in their immediate proximity using the GPS function on their mobile devices. We plan to explore ways to monetize Wowo Platform and LBS upon the official launch of LBS.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to a market research study by Analysys International commissioned by us, or the Analysys Report, our brand recently ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed, including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor) and US$15.5 million for the six months ended June 30, 2011 (successor), respectively.

Market Opportunity

        The rapid growth of the market for group buying deals is driven by consumers' demand for high-quality services at deep discounts and local merchants' demand for alternative ways of local advertising to reach their target potential customers without incurring significant costs. Especially in the service industry, where fixed costs such as rent and salaries constitute a substantial portion of the merchants' overall costs and expenses, selling unsold capacity through deeply discounted group buying deals on the Internet is a cost effective way for local merchants to reach their target potential customers. Based on the Analysys Report, the total potential transactional value of the group buying market in China will grow from RMB9.5 billion (US$1.5 billion) in 2011 to RMB54.0 billion (US$8.4 billion) in 2015, representing a compound annual growth rate of 54%.

        Group buying deals for goods and services are distributed and purchased by users on the Internet and mobile network. China has the largest Internet and mobile user populations in the world, with 457 million Internet users and 859 million mobile users at the end of 2010, according to the National Bureau of Statistics of China, and these user populations are expected to continue to grow. Increase in 3G penetration among mobile users will allow faster wireless Internet access on mobile devices. In addition, China has a diversified cultural base and each local region typically has its own preference for food, drink and activities, resulting in a large number of local merchants. Group buying deals are localized in nature and offers significant values to both local merchants and online consumers. Therefore, group buying business model is in a unique position to benefit from the growth in online population and the diversified cultural base in China.

2

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Commitment to Superior Subscriber Experience and Strong Brand Recognition.    We are committed to maintain high quality in every aspect of our services, which enhances both our subscriber satisfaction and brand recognition among local merchants.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. We were the leading group buying service provider of group buying deals for local services in China in terms of total transaction amount in August 2011, which is a direct indicator of a group buying service provider's local presence and overall competitive strength, according to the latest issue of the Tuan800 Report.

        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    Our GEM simplifies and increases the efficiency of Wowo Coupon redemption process and helps to provide our merchant clients with additional options to manage their customer relationships, which we believe is a unique solution that differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu has over two decades of experiences in managing China-based technology companies. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China.

Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to Focus on Growing Subscriber Base and Enhancing Subscriber Experience by Adding New Features to Our Services.    We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, and we strive to maintain a high retention rate of existing subscribers by continuing to focus on maximizing subscriber satisfaction.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    We will continue to provide innovative marketing solutions to our merchant clients and maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We plan to introduce a great variety and choices of group buying deals to our subscribers on Wowo Platform and offer LBS-based discounted deals of life-style products and services on consumers' mobile devices through Wowo Platform.

        Increase Our Market Penetration With Vertical Channel Offerings.    We will continue to evaluate our market strategy and may expand our group buying channels to other attractive life-style products and services.

3

Our Challenges

        We expect to face risks and uncertainties related to our business and industry, including but not limited to:

•

our limited operating history;

•

our ability to achieve and maintain profitability, especially in light of our past losses;

•

our ability to compete in the intensively competitive environment;

•

our ability to control operating expenses in connection with strategic acquisitions and to successfully integrate the acquired businesses;

•

our ability to source high quality products and services from local merchants;

•

our ability to maintain the existing subscriber base and to attract new subscribers and merchant clients;

•

our ability to maintain and enhance our reputation and brand;

•

our ability to maintain an effective system of internal control over financial reporting;

•

control over our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership; and

•

the regulatory environment in China.

        We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operations and prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in our ADSs.

4

Our Corporate Structure

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo Group Limited, our previous holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of the date of the prospectus. See "Our History and Corporate Structure—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Factors Relating to Our Business and Industry."

(1)

Mr. Maodong Xu and Mr. Tianqing Xu are the beneficially owner of 60% and 40%, respectively, of the equity interests in each of Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai and Beijing Yi You Bao Information Technology Co., Ltd., or Yi You Bao. Beijing Wowo Tuan Information Technology Co., Ltd., or Beijing Wowo Tuan, has 14 PRC subsidiaries, as well as 127 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Maodong Xu as to 76%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Yonghong Lv, Mr. Xiaoyong Hu, Mr. Guang Yang, Mr. Yuedong Jiang, Mr. Jianguang Wu, Ms. Yan Chen, Ms. Jinghan Wei, Mr. Hanyu Liu, Mr. Xiangqing Lin, Mr. Dong Zhang, Mr. Weihong Xiao, Mr. Yunming Wang, Mr. Chuanjun Liu, Ms. Pingping Lin, Mr. Guozhang Pan and Mr. Yongming Zhang.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

(3)

We are in the process of registering the equity interest held by Beijing Wowo Tuan in the entity from 51% to 100% with local industry and commerce authorities.

Our Corporate Information

        Our principal offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China. Our telephone number at this address is +8610 6266 8858

5

and our fax number is +8610 6266 8866. Our registered office in the Cayman Islands is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. Our website is www.55tuan.com. The information contained on our website does not constitute a part of this prospectus.

        Investor inquiries should be directed to us at the address and telephone number of our principal offices set forth above. Our agent for service of process in the United States is [Law Debenture Corporate Services Inc.]

Conventions That Apply to This Prospectus

        In this prospectus, unless otherwise indicated or the context otherwise requires, references to:

•

"we," "us," "our company," or "our" refers to Wowo Limited, its subsidiaries and consolidated affiliated entities;

•

"subscribers" refers to users who registered online accounts at our websites and are able to receive our group buying deal information through EDM;

•

"active subscriber" refers to a subscriber who has purchased at least one Wowo Coupon during a referenced period. A subscriber who has purchased multiple Wowo Coupons during a referenced period is counted as one active subscriber;

•

"group buying deals for local services" refers to group buying deals in which local merchants such as restaurants, cafes, hotels, movie theatres or beauty parlors provide services to customers who purchased coupons on such group buying deals;

•

"group buying deals for goods" refers to group buying deals in which customers purchase discounted goods which are delivered to customers by group buying service providers;

•

"merchant clients" refers to local merchants of goods or services who offer group buying deals on our websites;

•

"Wowo Coupons" refers to coupons for group buying deals purchased on Wowo Tuan which can be redeemed at face value with the merchant client who offers the group buying deal;

•

"ordinary shares" refer to, prior to the completion of this offering, our ordinary shares, par value US$        per share, and, after the completion of this offering, our ordinary shares, par value US$        per share;

•

"ADS" refers to American depositary shares, each of which represents                                    ordinary shares;

•

"China" or the "PRC" refers to the People's Republic of China excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan;

•

"Renminbi" or "RMB" refers to the legal currency of China; and

•

"$", "US$", "dollars" or "U.S. dollars" refers to the legal currency of the United States.

        Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares (i) assume no exercise by the underwriters of their option to purchase additional ADSs (ii) excludes options to purchase up to 24,505,270 of our ordinary shares outstanding as of the date of this prospectus.

        Unless otherwise stated, all translations of the RMB into U.S. dollars were made at RMB6.4635 to US$1.00, the noon buying rate on June 30, 2011, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

6

THE OFFERING

Price per ADS	We estimate that the initial public offering price will be between US$        and US$        per ADS.
ADSs offered by us	ADSs
ADSs outstanding immediately after this offering	ADSs (or          ADSs if the underwriters exercise in full the over-allotment option).
Ordinary shares outstanding immediately prior to this offering	ordinary shares.
Ordinary shares outstanding immediately after this offering	ordinary shares (or          ordinary shares if the underwriters exercise in full the over-allotment option).
Over-allotment option	We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of        additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
[Reserved ADSs	At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of            ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]
The ADSs	Each ADS represents        ordinary shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs.
	The depositary will be the holder of the ordinary shares represented by the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement dated                        , 2011 among us, the depositary and holders and beneficial owners of ADSs from time to time.
	You may surrender your ADSs to the depositary to withdraw the ordinary shares represented by your ADSs. The depositary will charge you a fee for such an exchange.
	We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

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	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
Use of proceeds	We estimate that we will receive net proceeds of approximately US$        million from this offering, assuming an initial public offering price of US$        per ADS, the mid-point of the estimated range of the initial public offering price, after deducting estimated underwriter discounts, commissions and estimated offering expenses payable by us. We anticipate to use approximately US$10 million of the net proceeds of this offering for the deployment of approximately 50,000 GEM units. We expect to use the remaining net proceeds for general corporate purposes, including working capital needs.
Risk factors	See "Risk Factors" and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.
Listing	We have applied to list our ADSs on the Nasdaq Global Market. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.
Proposed Nasdaq Global Market symbol	WOWO
Depositary	Citibank, N.A.
Lock-up	We, our directors, executive officers, existing shareholders and option holders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting."

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the summary consolidated financial and operating data of Wowo Group Limited, for the periods indicated.

        Beijing Wowo Tuan, predecessor to Wowo Group Limited, was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the major shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess thereof has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through a series of contractual agreements that were entered into in May 2011 between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Group Limited have therefore been prepared using Mr. Maodong Xu's basis and as if the current corporate structure has been in existence since the day Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

        The summary consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010 are derived from our audited consolidated financial statements of Wowo Group Limited, which are included elsewhere in this prospectus. Beijing Wowo Tuan, predecessor to Wowo Group Limited, had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period. Our statement of operations for each of the six months ended June 30, 2011 (successor) and 2010 (predecessor) and consolidated balance sheet data as of June 30, 2011 (successor) has been derived from our unaudited consolidated financial statements which are included elsewhere in this prospectus.

        The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. Our consolidated financial

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statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

		For the year ended December 31,						For the six months ended June 30,
		2009 (predecessor)			2010 (predecessor)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statements of operations data
Net revenues			—			2,633			119		15,464
Cost of revenues			—			2,179			78		14,265
Gross profit			—			454			41		1,199
Other operating income			0.7			—			—		—
Operating expenses:
	Selling and marketing		—			261			5		25,855
	General and administrative		0.8			210			9		5,770
Total operating expenses			0.8			471			14		31,625
Income/(loss) from operations			—			(17	)		27		(30,426	)
Other expenses			—			0.3			—		—
Income/(loss) before provision for income tax			(0.1	)		(17	)		—		—
Provision/(benefit) for income tax			—			40			8		(12	)
Net income/(loss)			(0.1	)		(57	)		19		(30,414	)
Net loss attributable to noncontrolling interests			—			—			—		422
Net income/(loss) attributable to Wowo Group Limited			(0.1	)		(57	)		19		(29,992	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—			—			—		178
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—			—			—		428
Net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited			(0.1	)		(57	)		19		(30,598	)
Net loss per ordinary share:
	Basic		—			—			—		(0.10	)
	Diluted		—			—			—		(0.10	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.07
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.06
Shares used in computation of net loss per ordinary share
	Basic		300,000,000			300,000,000			300,000,000		317,269,456
	Diluted		300,000,000			300,000,000			300,000,000		317,269,456
Shares used in computation of net income per Series A-1 convertible redeemable preferred share			N/A			N/A			N/A		2,714,304
Shares used in computation of net income per Series A-2 convertible redeemable preferred share			N/A			N/A			N/A		6,594,269

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	As of December 31,				As of June 30,
	2009 (predecessor)		2010 (successor)		2011 (successor)
	(US$ in thousands)
Consolidated balance sheet data
Total current assets		5.1		790		51,022
Total assets		5.1		3,394		63,338
Total current liabilities		1.7		1,245		36,440
Total liabilities		1.7		1,381		36,668
Total equity/(deficit)		3.3		2,013		(10,801	)
Total liabilities, preferred shares and equity/(deficit)		5.1		3,394		63,338

Operating data of 55tuan.com

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)		June 30, 2011 (successor)
Total subscribers (in millions)(1)		0.4		0.9		2.8
Active subscribers (in millions)(2)		0.2		0.4		1.4
Featured group buying deals(3)		721		1,046		11,659
Wowo Coupons sold (in millions)(4)		0.28		0.32		1.68

(1)

Reflects the total number of subscribers of 55tuan.com on the last day of the applicable period.

(2)

Reflects the total number of active subscribers of 55tuan.com for the applicable period.

(3)

Reflects the total number of featured deals on 55tuan.com for the applicable period.

(4)

Reflects the total number of Wowo Coupons sold on 55tuan.com, excluding Wowo Coupons claimed for refund, for the applicable period.

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our ADSs. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment.

Risks Relating to Our Business and Industry

We have a limited operating history and our business model is subject to uncertainties, which makes it difficult to evaluate our business.

        We launched our group buying services in March 2010. We have a limited operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult for you to evaluate our business, financial performance and prospects, and our historical growth rate may not be indicative of our future performance. Although we have achieved significant revenue growth since our inception, we cannot assure you that we will be able to achieve similar growth in the future. Moreover, a substantial portion of such growth was achieved through acquisition of selected local group buying service providers in second- and third-tier cities in China. We do not plan to continue our growth through similar acquisition strategy in the future and we cannot assure you that the acquired local group buying businesses will grow as quickly as we have planned. In addition, the group buying business is still a new market in China. Although we have experienced substantial growth since our inception in early 2010, given our limited history it is difficult to predict if the growth will be sustainable in the future, and the market might evolve in ways that are difficult to anticipate. You should consider our prospects in light of the risks and uncertainties that fast-growing companies in a rapidly evolving market may encounter. These risks and difficulties include, but are not limited to:

•

a new and relatively unproven business model;

•

our ability to anticipate and adapt to a developing market and industry;

•

our need to achieve greater brand recognition;

•

our ability to attract sufficient subscribers, and generate sufficient net sales or cash flow;

•

difficulties in managing rapid growth in personnel and operations;

•

high expenditures associated with our geographic expansion, brand promotion and marketing activities; and

•

our ability to compete in the market.

        We cannot be certain that our business strategy will be successful or that we will successfully address these risks. Our failure to address any of the risks described above could have a material adverse effect on our business.

We have never been profitable and may continue to incur losses in the future.

        We incurred net loss in the amount of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, primarily due to the early stage of development of our business. As we continue to expand our business, we expect our operating expenses to continue to increase in the foreseeable future. Although

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we expect our net loss to decrease as a percentage of our total net revenues as we continue to expand and develop, we may continue to incur losses in the future.

We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations.

        The group buying industry in China is highly competitive due to a number of factors, such as the relatively low barriers to entry, the continued growth of e-commerce in China and the growing acceptance of online shopping by Chinese Internet users which has resulted in a large number of group buying players. According to the latest issue of the Tuan800 Report, there were approximately 5,000 group buying service providers in China as of August 31, 2011. Many major Chinese portal and e-commerce websites such as taobao.com also offer coupon or group buying discount services. Major Chinese social network sites have also started to offer group buying services, which could pose significant competition to our business given the usually large user base of such social network sites and the synergy of the business models between group buying services and social network services. In addition, certain specialized Internet websites offer coupons or group purchase discounts on specific goods or services, which could directly or indirectly compete with our business. Some of our competitors invest significant capital and human resources in advertisements and promotions, which could potentially dilute our brand recognition and affect our subscriber base. Our competitors may also offer similar deals at lower prices than we do or with packages more attractive than ours. In addition, certain competitors may be willing to offer group buying deals to subscribers or service packages to merchants that generate low or negative gross margins in an effort to increase market share. Some of these websites that offer group coupon services in China have longer operating histories, greater financial, marketing and other resources and larger subscriber bases than we do. Such competitors may leverage their resources and existing subscriber or user bases to quickly increase their market shares.

        According to the Analysys Report, the Chinese group buying industry has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolvement. Market share has been converging to a limited number of primary group buying service providers.

        See "Our Business—Competition." If we are not able to respond to the change in market conditions or subscriber preferences, or if we fail to successfully execute our business strategy, our business, financial condition and results of operations may be adversely affected.

The economy of China in general and the online service industry in particular may not grow as quickly as expected, which may adversely affect our revenues and business prospects.

        Our business and prospects depend on the continuing development and expansion of the group buying industry in China, which in turn depends on the continuing growth of the economy of China in general and the online service industry in particular. Both China's group buying industry and the online service industry have experienced substantial growth in recent years both in terms of number of subscribers and revenues. We cannot assure you, however, that the group buying industry or the online service industry will continue to grow at the same pace as in the past. Growth is affected by numerous factors, such as regulatory changes, public perception of and receptiveness towards the group buying industry, subscribers' general online purchasing experiences, technological innovations, development of Internet and Internet-based services, and the macroeconomic environment. Moreover, concerns about fraud, privacy and other problems may discourage additional subscribers and merchant clients from adopting e-commerce. If the group buying industry in China or the online service industry does not grow as quickly as expected, our subscriber base may decrease and our business and prospects may be adversely affected.

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Strategic acquisitions may have a material and adverse effect on our business, financial conditions and results of operations.

        As part of our strategy to enhance our local presence, Beijing Wowo Tuan has entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. As a result, we had operations in 146 cities across China with localized management, sales, operations and execution teams in each city as of June 30, 2011. As a result of the acquisitions and the increase in our workforce, we anticipate our operating expenses to increase accordingly, which could have an adverse effect on our results of operations.

        There is no guarantee that we can achieve the intended business and revenue growth through our strategic acquisitions. Newly formed companies which became our consolidated affiliated entities may not achieve the financial results we expect. Acquisitions of controlling equity interests and the subsequent integration of the newly formed consolidated affiliated entities into our business network would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business, financial conditions and results of operations. In addition, acquisitions of equity interests could result in the outflow of substantial amounts of cash, potentially dilutive issuances of equity securities, and impairment charges for other intangible assets and exposure to potential unknown liabilities of the acquired businesses.

If we fail to retain existing merchant clients or attract new merchant clients, our business, financial conditions and results of operations may be adversely affected.

        We depend on our merchant clients to provide group buying deals on goods and services for which Wowo Coupons can be redeemed. We have a large number of merchant consultants and merchant service representatives in the cities where we offer group buying services, who maintain cooperative relationships with existing merchant clients and identify and form new relationships with other local merchants on an ongoing basis. We typically do not enter into long term contractual arrangements with merchant clients for group buying deals, and only collaborate with merchant clients to design, promote and distribute group buying deals on a deal-by-deal basis. Our ability to retain existing merchant clients and attract new local businesses to our group buying services is crucial to our ability to offer attractive and diversified group buying deals to our subscribers on a continuous basis. However, our merchant clients may find our group buying campaigns no longer suitable to their business operations due to a number of factors, such as changing market conditions, changing business goals of the merchant clients, or other factors that are out of our control which prevent us from designing a group buying deal campaign with more favorable terms for a merchant client. If existing merchant clients find our group buying services to be ineffective or not tailored to their needs, they might decide not to continue their cooperation with us. Existing merchant clients might also switch to our competitors who offer better services or more attractive pricing terms. On the other hand, we may not succeed in our efforts to secure new group buying arrangements with local merchants due to a number of factors, such as lack of access to the local businesses' desired customer base, or inability to offer group buying discount rates that are acceptable to the local businesses. If we are not able to retain and expand our local merchant client base, the number and variety of group buying deals we are able to offer our subscribers may decrease, which as a result may adversely affect our business, financial conditions and results of operations.

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We rely on our merchant clients to provide goods and services to our subscribers who purchase Wowo Coupons and our quality control may not always be sufficient, which could result in the need for refunds or replacements and could affect our profits and brand.

        We formulate, promote and distribute group buying deals in collaboration with our merchant clients. Once our subscribers purchase Wowo Coupons from our website that can be redeemed for goods or services, we rely on our merchant clients to provide such goods and services to our subscribers. Any customer dissatisfaction resulting from poor quality of goods or services provided by our merchant clients could have an adverse effect on our reputation or revenue if subscribers make claims publicly and request refunds. Many of our merchant clients are small local business operators that lack the necessary resources for adequate quality control. Moreover, when designing the group buying deals, we and our merchant clients might not always accurately estimate the merchant clients' inventories or service capacity, which could lead to overselling Wowo Coupons for a particular deal and result in the local merchants' failure to provide the goods or services upon redemption. Our business depends on our ability to ensure that high quality goods and services are provided to our subscribers on a consistent basis. This has placed, and will continue to place, substantial demands on our operational, technological and other resources. We have a call center in Shandong with a 1,000-operator capacity that is mainly responsible for subscriber support and have dedicated local quality control teams that work closely with our local merchant clients to ensure subscriber satisfaction. We cannot assure you that such measures will always be sufficient in discovering and remedying service shortcomings or merchandise defects, some of which are out of our control. If subscribers are not satisfied with the goods and services and request refunds or replacement of goods, it could adversely affect our cash flows, financial conditions and operation results. In addition, as we expand the types of goods and services for which we offer group coupons, the operational cost of quality control will also likely increase, which will have a negative effect on our profits.

If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients, our operating cash flow and results of operations may be adversely affected.

        Currently we generate all of our revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make payments to the merchant client who provides the goods or services for which the coupons are redeemed, on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We leverage the operating cash inflows provided by the payments received from subscribers to fund our working capital needs. If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients as a result of a shift in market practice or an increase in the bargaining power of our merchant clients, our operating cash flow and results of operations may be adversely affected and we may have to seek alternative financing to fund our working capital needs.

An increase in our refunds to our subscribers may adversely affect our liquidity and profitability.

        To enhance the subscriber experience and service quality, starting from January 2011, we offer our subscribers refunds on the coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon upon its expiration. A subscriber can contact our call center for a refund request. We are in the process of implementing an automated refund system on our website through which a subscriber can claim refund. Starting from January 2011, payments received for unredeemed Wowo Coupons are initially recognized as deferred revenues and are recognized as revenues when such Wowo Coupons are redeemed. After we grant a refund to a subscriber, we typically claim reimbursements from the merchant client who provides the goods or services pursuant to our contractual arrangement with such merchant client, but there is no guarantee that we will be reimbursed in full, or at all. In addition, our standard agreements with our

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merchant clients generally limit the time period during which we can claim reimbursement of refunds we pay to our subscribers. The continued growth of business and the increased number of our merchant clients puts a high demand on our service and merchandise quality control. If we are not able to scale our quality control operations correspondingly we may incur a higher refund expense as a result, which would have an adverse effect on our liquidity and profitability.

If we fail to retain our existing subscribers or attract new subscribers, our business, financial conditions and results of operations may be adversely affected.

        To maintain our revenue and profitability, it is important for us to generate a sizable subscriber base on our websites. We must attract and retain subscribers by providing group buying deals on attractive goods and services on a continuous basis and offering our subscribers new and valuable services. The acquisition of new subscribers and measures taken to increase stickiness of existing subscribers involve certain costs, which could be significant given the intense competition and fast evolving market conditions. We cannot assure you that such acquisition efforts will result in an increase in the number of registered subscribers, or that the market spending or subscriber acquisition cost will be justified by an increase in revenues either on an aggregated or per subscriber basis. Moreover, it is possible that our merchant clients may find the composition of our subscriber base undesirable to their businesses, which in turn makes it difficult for us to secure attractive group buying deals offered by such merchant clients to retain our subscribers or to attract new subscribers. The occurrence of any of the foregoing may have a materially adverse effect on our business, financial conditions and results of operations.

Any restrictions on the sending of emails or messages or a decrease in subscriber willingness to receive updates through messages could adversely affect our revenue and business.

        We offer our subscribers an option to receive group buying deals and updates through email and other messaging services. Wowo coupons purchased as a result of email and other messages sent by us, generate a portion of our revenue. In addition, we will rely on email and other messaging services to implement the location-based group buying service that we are contemplating. If we are unable to successfully deliver email or other messages to our subscribers or potential subscribers, or if subscribers decline to open our email or other messages, our revenue and profitability would be adversely affected. Actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also materially and adversely impact our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other messages. Any disruption or restriction on the distribution of emails or other messages or any increase in the associated costs would materially and adversely affect our revenue and profitability.

We may not be successful in our efforts to monetize Wowo Platform and GEM.

        We have made investments in the research and development of Wowo Platform and GEM. Wowo Platform is a new location-based service whose business viability has not been sufficiently tested or validated. The success of Wowo Platform depends on a number of factors, such as subscribers' receptiveness towards this new type of service, our ability to attract local merchants and other group buying service providers to offer group buying deals on Wowo Platform, and our ability to deliver relevant local group buying deals to targeted subscribers. We cannot assure you we will be successful in our efforts to monetize Wowo Platform upon its anticipated official launch in the fourth quarter of 2011. GEM is a guest electronic management system that allows our merchant clients to process the Wowo Coupons electronically as well as to manage existing customer relationships and track customer

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purchasing behavior on a real-time basis. Currently we are in the process of installing GEM at selected merchant clients' sites. We will explore ways to monetize GEM once the installation reaches a critical mass. If we fail to monetize Wowo Platform or GEM, or are unable to generate enough revenue through their operation to recuperate the development and operation costs, our business and results of operations may be adversely affected.

We may not be able to successfully expand the types of services and merchandise for which we offer group buying deals, which could adversely affect our business, financial conditions and results of operations.

        We currently organize our group buying deals into four vertical channels, namely, travel, hotels, beauty products and services, and other life-style goods. We intend to continue to increase the variety of group buying deals in each of the existing vertical channels, as well as add new vertical channels to better characterize and manage our offerings and enhance subscriber purchase experience. We may need to make substantial investments in connection with such efforts. We may also face greater competition in specific categories from other group buying service providers that are more focused on such categories. In addition, we need to make investments in quality control and after-sale services for new categories of goods and services for which we offer group buying deals and such investments could be significant or exceed our budget. If the launch of a new category requires investments greater than we expect, or if we are unable to offer enough group buying deals which are of high quality, value and variety or if the revenue generated from a new category grows more slowly or produces lower gross profits than we expect, our business, financial condition and results of operations could be adversely affected.

The development and launch of new services or new technologies may not be achieved in a timely manner or at all and such services or technologies may not be successful.

        Our success in attracting new subscribers and retaining existing subscribers depends partly on our ability to consistently develop and launch new and innovative services and technologies. Although we will continue to focus on research and development going forward, we cannot assure you that we will continue to be able to upgrade the technology required to maintain our leading position in or to keep up-to-date with developments across the group buying industry and to launch such services or new technologies in a timely manner or at all. New technologies and software are also less likely to be reliable, robust and resistant to viruses or failure. Given the fast growth of the group buying industry, we might not have enough time to fully test the new technologies and software we develop before we deploy them on our website, which might cause service problems and a negative subscriber experience. We are developing a number of new services and technologies, such as the guest electronic management system, or GEM, the redesigning of our websites, the introduction of social networking and location-based marketing, to enhance the subscriber experience and facilitate access to and usage of our services. There is no guarantee such new services and technologies will achieve their desired effect of retaining existing and attracting new subscribers and local merchant clients, or generate sufficient revenue or other value to justify our investment, and as a result our business, financial conditions and results of operations may be adversely affected.

        Moreover, the software we developed for mobile Internet devices may not be able to gain wide adoption as we expect. Compared with personal computer, the mobile Internet devices typically have lower screen resolution, less memory and more limited functionality, which makes the access to our services through such devices relatively difficult, especially for displaying coupon images and descriptions that are designed primarily for online distribution. If we are unable to attract and retain a substantial number of non-PC device subscribers to our services or if we are slow to develop services and technologies that are more compatible with mobile Internet communications devices relative to our competitors, we may fail to capture a significant share of new subscribers or lose our existing subscribers who switch to mobile Internet devices for their group buying deal purchases.

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Our management team has a limited history of working together and may not be able to execute our business plan.

        Although we believe our experienced management team is one of our competitive strengths, our management team has worked together only for a limited period of time and has a limited track record of executing our business plan as a team. We have recently filled a number of positions in our senior management and finance and accounting staff. Accordingly, certain key personnel have only recently assumed the duties and responsibilities they are now performing, and thus, it is difficult to predict whether our management team, individually and collectively, will be effective in operating our business. In addition, the smooth integration of the local group buying businesses we acquired depends on our senior management's ability to work closely and efficiently with the local management teams that joined our business as part of the acquisition. We cannot assure you that communications between the senior management team and the local management teams will always be effective, or the executions at the local levels will always have the results that the senior management team expects. Moreover, the integration process might take longer than we expected, which might have a negative impact on our results of operations.

We rely on our senior management and key employees.

        Our success is dependent upon the expertise and continued service of our senior management and other key personnel. Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China and has over two decades of experience in managing China-based retail and technology companies. He founded and managed the largest supermarket chain in Shandong province, Qilu Supermarket, between 1992 and 2000. He also founded one of the largest wireless B2B messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platform in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. Other members of our senior management team are also crucial to our smooth operation and continued innovation. In addition, we rely on a limited number of specialized staff members in certain areas of our IT operations where we do not receive support from external service providers. Furthermore, our ability to expand our operations to accommodate our anticipated growth will also depend on our ability to retain the management teams of the local businesses in which we acquired controlling equity interests and attract additional personnel such as qualified risk managers, finance, management, marketing, and technical personnel and others. Competition for these employees is intense due to the limited number of suitably qualified professionals. If we fail to attract and retain such personnel it may be difficult for us to manage our business and meet our objectives and our operational results or financial conditions may be adversely affected.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

        We believe that our reputation among our subscribers and local merchant clients as a group buying service provider with highly-valued deals and reliable services and our "Wowo Tuan" brand is of significant importance to the success of our business. A well-recognized brand is critical to increasing our subscriber base and, in turn, increasing our revenue. Since the group buying market is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and

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enhance our reputation and brand, which may be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as:

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cost-effective market campaigns to increase brand recognition and awareness in a highly competitive market;

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our ability to deliver highly-valued group buying offers on a continuous basis; and

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effective quality control of goods and services provided to our subscribers by our local merchant clients.

        We have conducted, and will continue to conduct, various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations may be materially and adversely affected.

Negative publicity on the group buying industry could adversely affect our business.

        The success of our business depends on the continued growth of public acceptance of group buying services. Since its inception in early 2010, the group buying industry in China has received certain negative publicity of consumer dissatisfaction due to poor service and merchandise quality of group buying deals offered by certain group buying service providers, partially attributable to its exponential growth and the substantial number of new market entrants. According to the Analysys Report, the group buying industry in China has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolution. Market share has been converging to a limited number of primary group buying service providers. The overall quality of group buying services is expected to increase as a result, which may in turn enhance the public image and acceptance of the group buying industry. However, there is no guarantee such market consolidation will achieve the expected effect, and if public opinion of the group buying industry is affected by continued negative publicity, we may experience a slowdown in market growth and as a result our business, financial conditions and results of operations may be adversely affected.

We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions.

        As the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business insurance products. We do not have any product liability insurance or business interruption insurance. As we continue to expand our group buying deals, we may be increasingly exposed to vicarious product liability claims related to product defects in the design or manufacture of such general merchandise. Any product liability claims, business disruption, or natural disaster could result in us incurring substantial costs and the diversion of resources, which would have an adverse effect on our business and results of operations.

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We rely on third parties payment processing service providers and any disruption to the provision of these services to us could materially and adversely affect our business and results of operations.

        We rely on third parties payment processing service providers to provide payment processing services, including the processing of credit cards and debit cards. We currently receive over 90% of the payments of Wowo Coupons directly or indirectly through Alipay. Pursuant to our agreements with Alipay, Alipay will provide payment processing services to us and we will pay service fees to Alipay. Typically the term of each of these agreements is one year, and may be automatically renewed for a term of one year unless otherwise requested by Alipay or us in writing within one month prior to the expiration date. Our business could be disrupted if Alipay becomes unwilling or unable to provide payment processing services to us, and we may incur additional cost as we seek alternative payment processing service providers. Moreover, the third-party payment processing service providers may fail to obtain, maintain or renew their required qualifications, which may result in disruption in their services to us.

        For all the online payment transactions, secured transmission of confidential information, such as subscribers' credit card numbers and expiration dates, personal information and billing addresses, over public networks is essential to maintain subscribers' confidence in us. Our current security measures and those of the third parties payment processing service providers may not be adequate. We must be prepared to increase and enhance our security measures and efforts so that our subscribers have confidence in the reliability of the online payment systems that we use, which will impose additional costs and expenses and may still not guarantee complete safety. In addition, we do not have control over the security measures implemented by our third-party payment processing service providers. Security breaches of the online payment systems that we use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage our reputation and the perceived security of the online payment systems that we use.

        In addition, we may in the future increase the variety of payment methods accepted on our website. As we offer new payment options to subscribers, we may be subject to additional regulations and compliance requirements. We pay intercharge and other fees to third-party payment channels, which may increase over time and raise our operating costs and lower profitability.

We depend on our information technology systems and infrastructure, which may fail or be subject to disruption.

        We are dependent on our IT systems for handling purchase orders, and the efficiency and reliability of our systems are in turn dependent on the functionality and stability of the underlying technical infrastructure. The functionality of the servers that we use and the related hardware and software infrastructure are of considerable significance to our business, our reputation and our ability to attract merchant clients and subscribers. Our IT systems may be damaged or interrupted by human errors, unauthorized access, destruction of hardware, power cuts not covered by backup facilities, system crashes, software problems, virus attacks, natural hazards or disasters, or similar disruptions or disruptive events. Furthermore, our current IT systems may be unable to support a significant increase in online traffic or increased number of subscribers, whether as a result of organic or inorganic growth of the business. We have in place business continuity procedures, disaster recovery systems and security measures to protect against network or technical failures or disruptions. Despite such procedures, failures in computer processing and weaknesses in the existing software and hardware cannot be completely prevented or eliminated. Any failure of our IT systems and infrastructure could lead to significant costs and disruptions that could reduce revenues, harm our business reputation and have a material adverse effect on our operations.

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        In addition, we rely on bandwidth providers, communications carriers, data centers and other third parties for key aspects of the process of providing services to our subscribers. Any failure or interruption in the services and products provided by these third parties could limit our ability to operate certain aspects of our businesses, which could in turn have a material adverse effect on our business and financial conditions.

We expect to incur significant costs from a variety of marketing efforts designed to increase our net revenues and some marketing campaigns and methods may not be effective or provide the results we expect.

        We plan to engage in a variety of different marketing efforts tailored to our target subscribers to expand our subscriber base. Our marketing activities, which we expect to involve significant costs, may not be well received by users and may not result in the levels of revenue increase that we anticipate. Marketing approaches and tools in the group buying industry in China are evolving. This further requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and user preferences. Failure to refine our existing marketing approaches or to introduce new effective marketing approaches in a cost effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability.

Technical or other limitations on Internet use could have a negative impact on our business.

        The Internet currently represents our main service channel for group buying services. New regulations governing the use of the Internet could be issued at the national or provincial level, or existing regulations could be interpreted more strictly. No assurance can be given that e-commerce in general or our online services in particular will not be adversely impacted by further evolvement of regulations. Technical limitations on Internet use can also be developed or implemented. For example, restrictions can be implemented on personal Internet use in the workplace in general or access to our website in particular. This could lead to a reduction of subscriber activities or a loss of subscribers altogether, which in turn could have a material adverse effect on our financial position and results of operations.

Failure to adequately protect subscriber account information could have a material adverse effect on us.

        We process subscribers' personal data (including name, address, age, bank details and purchase history) as part of our business and therefore must comply with data protection laws in China. Data protection laws restrict our ability to collect and use personal information relating to customers and potential customers. Notwithstanding our IT and data security and other systems, we may not be effective in detecting any intrusion or other security breaches, or safeguarding against sabotage, hackers, viruses and cyber crime. We are exposed to the risk that personal data could in the future be wrongfully accessed and/or used, whether by employees, customers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to transmit customer information and payment details online in a secure manner, or if any such theft or loss of personal customer data were otherwise to occur, it could subject us to liabilities under the data protection laws or result in the loss of the goodwill of our customers.

We might not be able to adequately protect our intellectual property rights.

        We believe our domain names, trademarks, technology know-hows and other intellectual properties are our competitive advantages and are important to our success to date and our future prospects. We have been investing resources to develop our own intellectual properties and we take prudent steps to protect our intellectual properties and know-hows. But we cannot assure you such steps will be sufficient to prevent the infringement of our intellectual properties. If we fail to adequately protect our

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intellectual property rights, including our rights in know-how or our trademark, it could have a material adverse effect on our operations.

        The validity, enforceability and scope of protection available under intellectual property laws with respect to the Internet industry in China are uncertain and still evolving. Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and the diversion of resources and management's attention.

Failure to effectively detect and prevent fraudulent transactions would increase our losses and adversely affect our business, financial conditions and results of operations.

        We offer group buying deals in the form of redeemable coupons with unique identifiers. It is possible that subscribers or other third parties will seek to create counterfeit coupons in order to fraudulently purchase discounted goods and services from our merchant clients. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our services could be subject to employee fraud or other internal security breaches, and we may be required to reimburse subscribers and/or merchant clients for any funds stolen or revenue lost as a result of such breaches. Our merchant clients could also request reimbursement, or stop using our coupon marketing campaign, if they are affected by buyer fraud or other types of fraud.

        We may incur significant losses from fraud and counterfeit coupons. We may incur losses from merchant client fraud and from erroneous transmissions. While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business, financial conditions and results of operations may be adversely affected.

During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective.

        We will be subject to reporting obligations under U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Prior to this offering, we were a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of Beijing Wowo Tuan for the year ended December 31, 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that

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there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified are related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP, (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP; and (iii) lack of risk assessment documentation. The significant deficiencies identified are related to (i) inadequate data management of the group buying management system, (ii) insufficient capacity of the Group Buying Management, or GBM, system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges. These identified material weaknesses may affect our ability to accurately and timely report our financial results in accordance with U.S. GAAP and to prevent or detect material misstatements of the company's annual or interim financial statements on a timely basis.

        Neither we nor our independent registered public accounting firm have undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do after we become a public company. In light of the number of material weaknesses and other control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting." However, the implementation of these measures may not fully address these material weaknesses and other control deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses and other control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. In addition, beginning at the same time, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting. If we fail to remedy the problems identified above, our management and our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. This could adversely impact the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes. We will need to incur significant costs and use significant management and other resources in order to comply with Section 404 of the Sarbanes-Oxley Act.

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Our grant of employee share options, restricted shares or other share-based compensation and any future grants could have an adverse effect on our net income.

        U.S. GAAP prescribes how we account for share-based compensation and may have an adverse impact on our results of operations or the price of our ADSs. U.S. GAAP requires us to recognize share-based compensation as compensation expense in the statement of operations generally based on the fair value of equity awards on the date of the grant, with compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. The expenses associated with share-based compensation may reduce the attractiveness of issuing share options or restricted shares under our equity incentive plan. However, if we do not grant share options or restricted shares, or reduce the number of share options or restricted shares we grant, we may not be able to attract and retain key personnel. If we grant more share options or restricted shares to attract and retain key personnel, the expenses associated with share-based compensation may adversely affect our net income.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from expanding or growing our business.

        We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of holders of our ordinary shares, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations.

        We lease all of the premises used for our offices. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. As of the date of this prospectus, we are not aware of any actions, claims or investigations being contemplated by the relevant government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the mortgaged properties challenge our right to lease these properties, we may not be able to protect our leasehold interest and may be ordered to vacate the affected premises, which could in turn materially and adversely affect our business operations and results of operations.

Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Current PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in Internet businesses, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. We conduct our operations in China principally through contractual arrangements between our wholly-

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owned PRC subsidiary, Beijing Wowo Shi Jie Information Technology Co., Ltd., or Wowo Shi Jie, and three consolidated affiliated entities in China, namely, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao, and their respective shareholders. Beijing Wowo Tuan has 14 PRC subsidiaries, namely Shijiazhuang Wowo Tuan Information Technology Co., Ltd., Jinan Wuzhiwu Information Technology Co., Ltd., Wuxi Yuzhong Internet Technology Co., Ltd., Shenyang Wowo Shijiu Internet Technology Co., Ltd., Hunan Wowo Tuan Information Technology Co., Ltd., Changzhou Wowo Tuan Information Technology Co., Ltd., Shaoxing Wowo Tuan Information Technology Co., Ltd., Langfang Wowo Tuan Internet Technology Co., Ltd, Chengdu Beiguo Technology Co., Ltd., Shenzhen Xunjie Time Media Co., Ltd., Ningbo Wowo Tuan Technology Co., Ltd., Xiamen Wowo Tuan Technology Co., Ltd., Quanzhou Wowo Tuan Information Technology Co., Ltd., and Shaoxing Wowo Tuan Information Technology Co., Ltd., as well as 127 local branches as of the date of this prospectus. Our contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and their respective shareholders enable us to exercise effective control over these entities and hence treat them as our consolidated affiliated entities and consolidate their results. For a detailed discussion of these contractual arrangements, see "Our History and Corporate Structure."

        We cannot assure you, however, that we will be able to enforce these contracts. Although we believe we are in compliance with current PRC regulations, we cannot assure you that the PRC government would agree that these contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. If the PRC government determines that we are not in compliance with applicable laws and regulations, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, restrict or prohibit our use of proceeds from this offering to finance our business and operations in China, shut down our servers or block our website, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, levy fines, confiscate our income or the income of our PRC subsidiary or affiliated PRC entities, or take other regulatory or enforcement actions against us that could be harmful to our business. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

We rely on contractual arrangements with our consolidated affiliated entities in China and their shareholders for our operations, which may not be as effective as direct ownership in providing operational control.

        Since PRC laws restrict foreign equity ownership in companies engaged in Internet businesses in China, we rely on contractual arrangements with our consolidated affiliated entities, in which we do not hold shares, and their respective shareholders to operate our business in China. If we held the shares of Beijng Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, we would be able to exercise our rights as a shareholder to effect changes in their respective board of directors, which in turn could effectuate changes at the management level, subject to any applicable fiduciary obligations. However, under the current contractual arrangements, we rely on our consolidated affiliated entities and their respective shareholders' performance of their contractual obligations to exercise effective control. In addition, our contractual arrangements generally have a term of ten years with an automatic extension of another ten years on the same terms subject to Wowo Shi Jie's confirmation. In general, neither our consolidated affiliated entities nor their respective shareholders may terminate the contracts prior to the expiration date. However, the shareholders of the consolidated affiliated entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our consolidated affiliated entities. We may replace the shareholders of our consolidated affiliated entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if

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any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operation of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business." Therefore, these contractual arrangements may not be as effective as direct holding of shares.

Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business.

        Our consolidated affiliated entities and their respective shareholders may fail to take certain actions required for our business or follow our instructions despite their contractual obligations to do so. If they fail to perform their obligations under their respective agreements with us, we may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, which may not be effective.

        For example, under the equity pledge agreements between Wowo Shi Jie and the respective shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, these shareholders pledged all of their equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao to Wowo Shi Jie. Our PRC counsel, Commerce & Finance Law Offices, has advised us that these pledges will be duly created and effective provided that such pledges are duly registered with the relevant local branch of the State Administration for Industry and Commerce in accordance with relevant PRC laws. We expect to complete the afore said pledge registration in the fourth quarter of 2011. As a result, if any of Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their respective shareholders breaches its obligations under the contractual arrangements, we may have to take legal actions to compel them to enforce the pledges.

        All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in certain other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, which may make it difficult to exert effective control over our consolidated affiliated entities, and our ability to conduct our business may be adversely affected.

Contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us.

        Under applicable PRC tax laws and regulations, arrangements and transactions among related parties may be subject to audit or scrutiny by the PRC tax authorities within ten years after the taxable year when the arrangements or transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities were to determine that the contractual arrangements between Wowo Shi Jie, our wholly-owned subsidiary in China, our consolidated affiliated entities in China and their respective shareholders were not entered into on an arm's-length basis and therefore constituted unfavorable transfer pricing arrangements. Unfavorable transfer pricing arrangements could, among other things, result in an upward adjustment on taxation. In addition, the PRC tax authorities may impose late payment fees and other penalties on our consolidated affiliated entities for the adjusted but unpaid taxes. Our results of operations may be materially and adversely affected if our consolidated affiliated entities' tax liabilities increase significantly or if they are required to pay late payment fees or other penalties.

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The shareholders of our consolidated affiliated entities may have potential conflicts of interest with us, which may materially and adversely affect our business.

        We may replace the shareholders of our consolidated affiliated entities at any time pursuant to the equity option agreements. In addition, each of the shareholders of our consolidated affiliated entities has executed a power of attorney to appoint Wowo Shi Jie to vote on his or her behalf and exercise the full voting rights as the shareholder of the consolidated affiliated entities. However, we cannot assure you that when conflicts arise, the shareholders of our consolidated affiliated entities will act in the best interests of our company or that conflicts will be resolved in our favor. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated affiliated entities, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.

        We are a holding company, and we rely principally on dividends and other distributions on equity paid by our wholly-owned PRC subsidiary, Wowo Shi Jie, and our wholly-owned Hong Kong subsidiary, Wowo Holding Limited, which is the direct holding company of Wowo Shi Jie, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If Wowo Shi Jie or Wowo Holding Limited, as the case may be, incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Wowo Shi Jie currently has in place with our consolidated affiliated entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us.

        Under PRC laws and regulations, Wowo Shi Jie, as a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise such as Wowo Shi Jie is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. At its discretion, it may allocate a portion of its after-tax profits based on PRC accounting standards to other funds. These statutory reserve funds and other funds are not distributable as cash dividends. As of the date of the prospectus, the registered capital of Wowo Shi Jie was US$5,000,000. The total amount of our restricted net assets was US$12.8 million as of June 30, 2011. Any limitation on the ability of Wowo Shi Jie or Wowo Holding Limited to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations.

        In utilizing the proceeds we receive from this offering in the manner described in "Use of Proceeds," as an offshore holding company with a PRC subsidiary, we may (i) make additional capital contributions to our PRC subsidiary, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiary or consolidated affiliated

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entities, or (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

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capital contributions to our PRC subsidiaries, whether the existing one or newly established ones, must be approved by the PRC Ministry of Commerce or its local counterparts;

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loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange, or SAFE, or its local branches; and

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medium and long-term loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.

        On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 provides that the Renminbi capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within China, unless it is provided for otherwise. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from the foreign currency registered capital of a foreign-invested company. The use of such Renminbi capital may not be altered without SAFE approval, and such Renminbi capital may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary or other penalties. Furthermore, SAFE promulgated the Notice on Relevant Issues regarding the Strength of Administration of Foreign Exchange Operations or Circular No. 59 on November 19, 2010, which tightens the examination of the authenticity of the settlement of net proceeds from offshore public offerings and requires that the settlement of net proceeds shall be in accordance with the descriptions in the prospectus.

        In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future plans to use the U.S. dollar proceeds we receive from this offering for our expansion and operations in China. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if such entities go bankrupt or become subject to dissolution or liquidation proceedings.

        As part of our contractual arrangements with our consolidated affiliated entities, such entities hold certain assets that are important to the operation of our business. If our consolidated affiliated entities go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If our consolidated affiliated entities undergo voluntary or involuntary liquidation proceedings, the unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

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If our consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses and approvals required under the complex regulatory environment for online businesses in China, our business, financial condition and results of operations may be materially and adversely affected.

        The Internet industry in China is highly regulated by the PRC government and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the Internet industry. See "Regulations." Our consolidated affiliated entities are required to obtain and maintain certain assets relevant to their business as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These assets and licenses are essential to the operation of our business and are generally subject to annual review by the relevant governmental authorities. Furthermore, our affiliated PRC entities may be required to obtain additional licenses. If our consolidated affiliated entities fail to obtain or maintain any of the required assets, licenses or approvals, their continued business operations in the Internet industry may subject them to various penalties, such as the confiscation of illegal net revenues, fines and the discontinuation or restriction of their operations. Any such disruption in the business operations of our affiliated PRC entities will materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Doing Business in China

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies.

        The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation of Internet businesses include, but are not limited to, the following:

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there are uncertainties relating to the regulation of Internet businesses in China, including evolving licensing practices. This means that permits, licenses or operations at some of our companies may be subject to challenge, or we may fail to obtain permits or licenses that may be deemed necessary for our operations or we may not be able to obtain or renew certain permits or licenses. The major permits and licenses that could be involved include, without limitation, the ICP license. If we fail to maintain any of these required licenses or approvals, we may be subject to various penalties, including fines and the discontinuation of or restrictions on our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations;

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new laws and regulations may be promulgated that will regulate Internet activities, including online services. If these new laws and regulations are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties; and

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we only have contractual control over our operating website www.55tuan.com. We do not own the website due to the restriction of foreign investment in businesses providing value-added telecom services in China, including Internet content distribution services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

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        The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China's regulation of Internet businesses.

        On July 13, 2006, the Ministry of Industry and Information Technology, or the MIIT, the successor of the Ministry of Information Industry, issued the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecom Services. This notice prohibits domestic telecom services providers from leasing, transferring or selling telecom business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecom business in China. According to this notice, either the holder of a value-added telecom business operating license or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecom services. The notice also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently, Beijing Wowo Tuan and Kai Yi Shi Dai, two of our PRC consolidated affiliated entities, own the related domain names, hold the ICP licenses necessary for the operation of our www.55tuan.com and www.jieshi.com websites, and are in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. As www.jieshi.com has been redirected to www.55.com starting from October 8, 2011, Beijing Wowo Tuan is in the process of applying for amendment to the registration of its ICP license with Beijing Communications Administration, a local branch of the MIIT, to reflect such change in domain name. In addition, as a result of our recent acquisitions, we are in the process of integrating three websites operated by our consolidated affiliated entities which have not received ICP licenses into the 55tuan.com domain. Pursuant to the Administrative Measures on Internet Information Services effective since September 25, 2000, commercial Internet information services are subject to licensing system. In case the operator provides commercial Internet information services without obtaining an operation license or the services provided by the operator exceed the scope of the services as permitted by the operation license, the relevant telecom administrative agency may order to have such act corrected within a specified period. Where there is illegal income, the illegal income may be confiscated and a fine of no less than three times but no more than five times the value of the illegal income would be imposed; where there is no illegal income or the illegal income does not exceed RMB50,000, a fine of no less than RMB100,000 but no more than RMB1,000,000 may be imposed; in the event of a serious case, the operator shall be ordered to close down its website.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs.

        On August 8, 2006, six PRC regulatory authorities, including the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the 2006 M&A Rules, which were later amended on June 22, 2009. According to the 2006 M&A Rules, an offshore special purpose vehicle, or SPV, refers to an overseas company controlled directly or indirectly by domestic companies or individuals for purposes of overseas listing of equity interests in domestic companies (defined as enterprises in the PRC other than foreign-invested enterprises). The 2006 M&A Rules require that the overseas listing by the SPV must be approved by the CSRC. However, the applicability of the 2006 M&A Rules with respect to CSRC approval is unclear. Accordingly, the

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application of the 2006 M&A Rules with respect to this offering and our corporate structure for this offering established under contractual arrangements remains unclear.

        We believe that the 2006 M&A Rules do not require that we obtain prior CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market, given that (i) our PRC subsidiary, Wowo Shi Jie, was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any "domestic company" as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between our company, our PRC subsidiary and any of our consolidated affiliated entities as a type of acquisition transaction falling under the 2006 M&A Rules; (ii) we do not hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their PRC subsidiaries; and (iii) the CSRC currently has not issued any definitive rule concerning whether offerings like the offering contemplated by our company under this prospectus are subject to prior CSRC approval.

        However, if the CSRC subsequently determines that its prior approval is required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our operating privileges, delay or restrict our sending the proceeds from this offering into China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur.

        We cannot predict when the CSRC may promulgate additional rules or other guidance, if at all. If implementing rules or guidance are issued prior to the completion of this offering and consequently we conclude that we are required to obtain CSRC approval, this offering will be delayed until we obtain CSRC approval, which may take several months or longer. Moreover, the implementing rules or guidance, to the extent issued, may fail to resolve current ambiguities under the 2006 M&A Rules. Uncertainties or negative publicity regarding the 2006 M&A Rules could have a material adverse effect on the trading price of our ADSs.

Regulation and censorship of information distribution over the Internet in China may adversely affect our business, and we may be liable for information displayed on, retrieved from or linked to our website.

        China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of subscribers of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in China.

Governmental control of currency conversion may affect the value of your investment.

        The PRC government imposes controls on the convertibility between the Renminbi and foreign currencies despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Currently all of our revenues are

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denominated in Renminbi. Under our current holding company corporate structure, our income is primarily derived from dividend payments from our PRC subsidiary. Shortages in the availability of foreign currency or other restrictions may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Fluctuations in exchange rates of the Renminbi could materially affect our reported results of operations.

        The exchange rates between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China's political and economic conditions. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. However, the People's Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For almost two years after July 2008, the Renminbi traded within a very narrow range against the U.S. dollar, remaining within 1% of its July 2008 high. As a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S. dollar. In June 2010, the PRC government announced that it would increase Renminbi exchange rate flexibility. However, it remains unclear how this flexibility might be implemented. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

        As we may rely on dividends and other fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we received from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition, since our functional and reporting currency is the U.S. dollar while the functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which may not reflect any underlying change in our business, results of operations or financial condition.

Our operations may be adversely affected by changes in China's political, economic and social conditions.

        Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

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        The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

        While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In the past the PRC government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results. Any significant increase in China's inflation rate could increase our costs and have a negative impact on our operating margins. In addition, any sudden changes to China's political system or the occurrence of widespread social unrest could have negative effects on our business and results of operations.

Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification may result in unfavorable tax consequences to us and our non-PRC shareholders.

        Under the PRC Enterprise Income Tax Law, or the New EIT Law, and the Implementation Rules to the New EIT Law, or the Implementation Rules, both of which became effective on January 1, 2008, an enterprise established outside of the PRC with "de facto management bodies" within the PRC is considered a resident enterprise and is subject to PRC enterprise income tax at the rate of 25% on its global income. The Implementation Rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." The only detailed guidance currently available regarding the definition of "de facto management body" as well as the determination of the tax residence of offshore incorporated enterprises whose primary controlling shareholder is a PRC company or a PRC corporate group, and such enterprises' tax administrations are set forth in two notices, the Notice On Issues Relating to Determination of Chinese-Controlled Offshore Enterprise as PRC Resident Enterprises by applying the "De Facto Management Body", or Circular 82, and the Administrative Measures of Enterprise Income of Chinese Controlled Offshore Incorporated Resident Enterprise (Trial), or Circular 45, issued by the PRC State Administration of Taxation, or the Circulars. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as the exercise of competent tax authorities

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procedures. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, a payer of China-sourced dividends, interest, royalties, etc. should not withhold 10% income tax on such payments to such Chinese controlled offshore incorporated enterprise. Although the Circulars apply only to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals such as us, the determination criteria and administration clarification made in the Circulars may reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented. There is no assurance that the PRC State Administration of Taxation will not apply the same or similar criteria as stated in the Circulars to determine whether the "de facto management body" of an offshore incorporated enterprise controlled by PRC individuals (like us) is located within the PRC in the future. If the PRC authorities were to determine that we should be treated as a PRC resident enterprise for the purpose of PRC enterprise income tax, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our financial condition and results of operations.

        Pursuant to the New EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign enterprise investors will be subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. We are a Cayman Islands holding company and substantially all of our income may come from dividends from our PRC subsidiary through our Hong Kong holding company. To the extent these dividends are subject to withholding tax, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and ADS holders, will be reduced.

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC withholding tax at a rate of up to 10%, subject to the provisions of any applicable tax treaty. If dividends we pay to our overseas individual shareholders or ADS holders, or gains realized by such holders from the transfer of our shares or ADSs, are treated as China-sourced income, the withholding rate would be 20%, subject to the provisions of any applicable tax treaty.

        If we are required under the New EIT Law to withhold PRC income tax on any dividends paid to our non-PRC shareholders and ADS holders or if gains from dispositions of our shares or ADSs are subject to PRC tax, your investment in our ADSs or ordinary shares may be materially and adversely affected.

        Furthermore, the State Administration of Taxation promulgated the Notice on How to Understand and Determine the Beneficial Owners in Tax Treaties in October 2009, or Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601, a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. We cannot assure you that any dividends distributed by us to our non-PRC shareholders and ADS holders whose jurisdiction of incorporation has a tax treaty with China providing for avoidance of double taxation will be entitled to the benefits under the relevant withholding arrangement.

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The PRC legal system embodies uncertainties which could limit the legal protections available to you and us.

        As our main operating entities and a substantial majority of our assets are located in China, PRC laws and the PRC legal system in general may have a significant impact on our business operations. Although China's legal system has developed over the last several decades, PRC laws, regulations and legal requirements remain underdeveloped relative to those of the United States. For example, there remain uncertainties regarding the evolution of the PRC laws and regulations applicable to the group buying industry, including with respect to business tax obligations. Any entity or individual providing services in China as defined under relevant PRC tax laws and regulations is generally required to pay PRC business tax at the rate of 5% and surcharges on the revenues generated from providing such services. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries such as tourism or construction. As a group buying service provider, we are subject to PRC business tax and surcharges, which are collected by local tax authorities. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, we believe that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. Therefore, as of the date of this prospectus, our PRC business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although we believe it is appropriate for us to pay business taxes on a net basis, we cannot assure you that the PRC tax authorities will not challenge such basis of our business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that our business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require our business taxes to be paid on the gross revenue, this would result in an increase of our business tax liability, and the PRC authorities may impose late payment fees and other penalties on us for any unpaid business taxes. Consequently, our financial conditions and our business operations may be adversely affected. Moreover, PRC laws and regulations change frequently and their interpretation and enforcement involve uncertainties. For example, the interpretation or enforcement of PRC laws and regulations may be subject to government rules or policies, some of which are not published on a timely basis or at all. In addition, the relative inexperience of China's judiciary in some cases may create uncertainty as to the outcome of litigation. These uncertainties could limit our ability to enforce our legal or contractual rights or otherwise adversely affect our business and operations. Furthermore, due to the existence of unpublished rules and policies, and since newly issued PRC laws and regulations may have a retroactive effect, we may not be aware of our violation of certain PRC laws, regulations, policies or rules until after the fact.

A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must update their

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SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply with these rules, the onshore subsidiaries are required to report the non-compliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed their initial registrations with the local counterpart of SAFE in Beijing, and will apply for updated registrations under SAFE Circular 75. The rest of our PRC citizen or resident beneficial owners will also apply for registrations under SAFE Circular 75 with the relevant local counterpart of SAFE in Beijing. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

        Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated by SAFE on January 5, 2007 and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. For participants who had already participated in an employee share option or share incentive plan before the date of the guidance, the guidance require their PRC employers or PRC agents to complete the relevant formalities within three months of the date of the guidance. We and our PRC citizen employees who have been granted share options, or PRC option holders, will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. If we or our PRC option holders fail to comply with these rules, we or our PRC option holders may be subject to fines and legal or administrative sanctions. See "Regulations—Regulations on Foreign Exchange."

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We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Enterprises, or SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

        There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. As a result, we and our non-resident investors in such transactions may become subject to the reporting obligations and even at risk of being taxed under SAT Circular 698 and we may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under the general anti-avoidance rules of the New EIT Law, which may have a material adverse effect on our financial condition and results of operations or such non-resident investors' investment in us.

PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

        PRC laws and regulations, such as the 2006 M&A Rules, the Anti-Monopoly Law promulgated by the PRC National People's Congress in 2007 and the Notice on the Establishment of the Security Review System in Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the State Council, or the Security Review Rule, establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors and companies more time-consuming and complex, including requirements in some instances that various governmental authorities be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, on February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information service industry which our operations fall within, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides for that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We may expand our business in part by acquiring complementary businesses. Complying with the requirements of the relevant PRC laws and regulations to complete such transactions could be time-consuming, and any required approval

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processes may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

        On June 29, 2007, the Standing Committee of the National People's Congress of China enacted the Labor Contract Law, which became effective on January 1, 2008. The Labor Contract Law introduces specific provisions related to fixed-term labor contracts, part-time employment, probation, consultation with labor union and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the Labor Contract Law, an employer is obliged to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unlimited term, with certain exceptions. The employer must also pay severance to an employee in nearly all instances where a labor contract, including a contract with an unlimited term, is terminated or expires. In addition, the government has continued to introduce various new labor-related regulations after the Labor Contract Law. Among other things, new annual leave requirements mandate that annual leave ranging from five to 15 days is available to nearly all employees and further require that the employer compensate an employee for any annual leave days the employee is unable to take in the amount of three times his daily salary, subject to certain exceptions. As a result of these new regulations designed to enhance labor protection, our labor costs are expected to increase. In addition, as the interpretation and implementation of these new regulations are still evolving, we cannot assure you that our employment practices do not or will not violate the Labor Contract Law and other labor-related regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be adversely affected.

Risks Relating to Our ADSs and This Offering

An active trading market for our ordinary shares or our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares represented by the ADSs. If an active public market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs may be adversely affected. We have applied to list our ADSs on the Nasdaq Global Market. A liquid public market for our ADSs may not develop. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the ADSs are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your ADSs regardless of our operating performance or prospects. In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management, and, if adversely determined, could have a material adverse effect on our results of operations.

Future sales or perceived sales of our ADSs or ordinary shares by existing shareholders could cause our ADSs' price to decline.

        If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up

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period and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline. Upon closing of this offering, we will have                 outstanding ordinary shares. All ADSs sold in this offering will be freely tradable, without restriction, in the public market. The representatives of the underwriters may, in their sole discretion, permit our officers, directors, employees and current option holders and shareholders to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire (180 days or more from the date of this prospectus), all of our outstanding shares will be eligible for sale in the public market, but they will be subject to volume limitations under Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act. In addition, ordinary shares subject to outstanding options under our share incentive plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.

Because the initial public offering price is substantially higher than our pro forma net tangible book value per ADS, you will incur immediate and substantial dilution.

        If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$                per ADS (assuming no exercise of outstanding options to acquire ordinary shares), representing the difference between our pro forma net tangible book value per ADS as of                , 2011, after giving effect to this offering and the assumed initial public offering price of US$                per ADS (the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus). In addition, you may experience further dilution to the extent that our ordinary shares are issued upon the exercise of outstanding share options. Substantially all of the ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ADS basis that is less than the initial public offering price per ADS in this offering.

We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors.

        For any taxable year, we will be a passive foreign investment company, or PFIC, for United States federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets (generally by value) in that taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. Although we do not believe we were a PFIC for our most recent taxable year, in light of our significant cash balances (taking into account the expected proceeds from this offering) and the uncertainty as to the extent, if any, that our goodwill may be taken into account in determining our PFIC status for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, we presently do not anticipate that we will be a PFIC based upon the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering), and the expected composition of our income and assets. However, we may be a PFIC for the 2012 taxable year or any future taxable years due to changes in our asset or income composition, or the value of our assets, including if our market capitalization is less than anticipated or subsequently declines. In addition, there is uncertainty as to the treatment of our contractual arrangements with our consolidated affiliated entities for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, except if you have made a mark-to-market election. Because there are uncertainties in the application of the relevant rules and PFIC status is a fact-intensive determination made on an annual basis, no assurance

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can be given that we will not be a PFIC for any year. If we are a PFIC, U.S. holders of our ADSs or ordinary shares may be subject to increased tax liabilities under United States federal income tax laws and may be subject to burdensome reporting requirements. See "Taxation—Material United States Federal Income Tax Consequences—Passive Foreign Investment Company." As the determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, our U.S. counsel expresses no opinion with respect to our PFIC status.

We are a "foreign private issuer," and have disclosure obligations that are different from those of U.S. domestic reporting companies; as a result, you should not expect to receive the same information about us at the same time when a U.S. domestic reporting company provides the information required to be disclosed.

        We are a foreign private issuer and, as a result, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Securities Exchange Act of 1934, or the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We will have 120 days from the end of each fiscal year to file our annual report on Form 20-F for the fiscal years ending on or after December 15, 2011. We are not required to disclose detailed individual executive compensation information that is required to be disclosed by U.S. domestic issuers. Further, our directors and executive officers are not required to report equity holdings under Section 16 of the Securities Act and are not subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer are different than those imposed on U.S. domestic reporting companies, our shareholders should not expect to receive the same information about us and at the same time as the information received from, or provided by U.S. domestic reporting companies.

You may not receive certain distributions we made on our ordinary shares or other deposited securities if the depositary decides not to make such distribution to you.

        The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

The trading price of our ADSs may be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs may be volatile and could fluctuate widely in response to factors relating to our business as well as external factors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially. At the same time, securities markets may from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. For example, in late 2008 and early 2009, the securities markets in the United States, China and other jurisdictions experienced the largest decline in share prices since September 2001. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.

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        The performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. In recent years, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings. The trading performances of these PRC companies' securities at the time of or after their offerings may affect the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our ADSs. These broad market and industry factors may significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. Any of these factors may result in large and sudden changes in the trading volume and price for our ADSs.

Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium.

        Our                amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

        Our corporate affairs are governed by our                amended and restated memorandum and articles of association, the Cayman Islands Companies Law (2010 Revision), as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

        The Cayman Islands courts are unlikely:

•

to recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

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•

to entertain original actions brought against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the Cayman Islands will generally recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (i) such courts had proper jurisdiction over the parties subject to such judgment; (ii) such courts did not contravene the rules of natural justice of the Cayman Islands; (iii) such judgment was not obtained by fraud; (iv) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there is due compliance with the correct procedures under the laws of the Cayman Islands. You should also read "Description of Share Capital—Differences in Corporate Law" for some of the differences between the corporate and securities laws in the Cayman Islands and the United States.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the United States.

        We are incorporated in the Cayman Islands and conduct our operations exclusively in China. All of our assets are located outside the United States. Substantially all of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or China against us or such persons predicated upon the securities laws of the United States or any state. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforcement of Civil Liabilities."

        Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

        As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

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Your ability to protect your rights as shareholders through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law.

        Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

We have not determined a specific use for the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

        We have not determined a specific use for the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our ADS price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value.

The voting rights of holders of ADSs are limited in several significant ways by the terms of the deposit agreement.

        Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our                amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

The depositary of our ADSs will, except in limited circumstances, grant to us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

        Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders' meetings if you do not vote, unless:

•

we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•

we have instructed the depositary that we do not wish a discretionary proxy to be given;

•

we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

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•

a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

•

voting at the meeting is made on a show of hands.

        The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for holders of ADSs to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may not receive distributions on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you.

        The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration is required for such distribution. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

You may be subject to limitations on the transfer of your ADSs.

        Your ADSs, represented by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we think or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Compliance with rules and requirements applicable to public companies may cause us to incur increased costs, which may negatively affect our results of operations.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq Global Market, have required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. Complying with these rules and requirements may be especially difficult and costly for us because we may have difficulty locating sufficient personnel in China with experience and expertise relating to U.S. GAAP and U.S. public company reporting requirements, and such personnel may command higher salaries relative to what similarly experienced personnel would command in the

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United States. If we cannot employ sufficient personnel to ensure compliance with these rules and regulations, we may need to rely more on outside legal, accounting and financial experts, which may be very costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Our corporate actions are substantially influenced by Maodong Xu, our founder, chairman and chief executive officer, whose interests may differ from yours and our company as a whole.

        Immediately following this offering, Maodong Xu will beneficially own approximately            % of our outstanding shares or             % if the underwriters exercise their option to purchase additional ADSs in full.

        Accordingly, Mr. Xu will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may also discourage, delay or prevent a change of control transactions involving our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering.

As a foreign private issuer, we are permitted to, and we plan to, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer's directors consist of independent directors. This may afford less protection to holders of our ordinary shares and ADSs.

        Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive compensation and nomination of directors. As a foreign private issuer, however, we are permitted to, and we plan to follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of directors will not consist of independent directors as long as we rely on the foreign private issuer exemption, fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, we currently intend to follow Cayman Islands law instead of the Nasdaq requirements that mandate that we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see "Description of Share Capital—Differences in Corporate Law."

The Deposit Agreement may be amended or terminated without your consent under certain circumstances, which limits your rights and could adversely affect your interests in our ADSs.

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay.

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In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We also have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected. After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

        In the event the Deposit Agreement is modified or terminated, you may have different rights relating to the ADSs than when you first invested in our ADSs. These modifications may differ from your expectations upon your initial investment. Moreover, in the event the Deposit Agreement is terminated, whether by us or the depositary, we may not be able to enter into a replacement Deposit Agreement on commercially reasonable terms, in a timely manner or at all, in which case your rights and interests in our ADSs would be materially and adversely affected.

46

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business." In some cases, these forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

•

our goals and strategies;

•

our prospects, business development, growth of our operations, financial condition and results of operations;

•

the expected growth of the Internet and mobile user populations in China;

•

our plans to enhance subscriber experience, upgrade our infrastructure and increase our service offerings;

•

our expectations regarding demand for and market acceptance of our services;

•

competition in our industry in China;

•

our planned use of proceeds; and

•

fluctuations in general economic and business conditions in China.

        These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Prospectus Summary—Our Challenges," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Our Business," "Regulations" and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The online service industry may not grow at the rate projected by market data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

47

USE OF PROCEEDS

        We estimate that we will receive net proceeds from this offering of approximately US$            after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed initial offering price of US$            per ADS (the mid-point of the estimated public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) the net proceeds to us from this offering by US$            , after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus.

        We anticipate to use approximately US$10 million of the net proceeds of this offering for the deployment of approximately 50,000 GEM units. We anticipate to use the remaining net proceeds of this offering for general corporate purposes, including working capital needs.

        In addition, the purposes of this offering also include the retention of employees by providing them with equity incentives and the creation of a public market for our ordinary shares represented by the ADSs for the benefit of our shareholders. We did not have any agreements or understandings to make any material acquisitions of, or investments in, other businesses as of the date of this prospectus.

        The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

        To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits. These investments may have a material adverse effect on the United States federal income tax consequences of your investment in our ADSs. See "Risk Factors—Risk Factors Relating to Our ADSs and This Offering—We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors" and "Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company."

        In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to other entities only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risk Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations."

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DIVIDEND POLICY

        Since our inception, we have not declared or paid any dividends on our ordinary shares. We have no present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

        Any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

        We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS holders, we will rely on dividends distributed by our PRC subsidiary. Certain payments from our PRC subsidiary to us are subject to PRC taxes, such as withholding income tax. In addition, regulations in China currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Our PRC subsidiary is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. Our PRC subsidiary may set aside a certain amount of its after-tax profits to other funds at its discretion. These reserve funds can only be used for specific purposes and are not transferable to the company's parent in the form of loans, advances or dividends. See "Risk Factors—Risks Relating to Our Corporate Structure—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

49

CAPITALIZATION

        The following table sets forth our capitalization as of June 30, 2011 presented on:

•

an actual basis;

•

a pro forma basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares into ordinary shares immediately upon the completion of the offering at a conversion ratio of one convertible participating preferred shares to one ordinary shares as if the conversion had occurred as of June 30, 2011; and

•

a pro forma as adjusted basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares, the issuance and sale of the ordinary shares in the form of ADSs offered hereby at an assumed initial public offering price of US$          per ADS, the mid-point of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no other change to the number of ADS sold by us as set forth on the cover page of this prospectus.

        The as adjusted information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of June 30, 2011
	Actual			Pro forma			Pro forma as adjusted US$
	US$			US$
	(in thousands)
Series A-1 convertible redeemable preferred shares, US$0.00001 par value per share, 20,000,000 preferred shares authorized, 5,489,604 shares issued and outstanding		5,159,717			—
Series A-2 convertible redeemable preferred shares, US$0.00001 par value per share, 51,339,646 preferred shares authorized, 32,857,287 shares issued and outstanding		32,312,022			—
Shareholders' equity (deficit):
Ordinary shares, US$0.00001 par value per share, 1,928,600,536 shares authorized; 323,886,640 shares issued and outstanding		3,239			3,622
Additional paid-in capital(1)		18,499,309			55,970,665
Accumulated deficit		(30,653,385	)		(30,653,385	)
Accumulated other comprehensive income/(loss)		(191,671	)		(191,671	)
Total shareholders' equity (deficit)		(12,342,508	)		25,129,231
Noncontrolling interests		1,540,972			1,540,972
Total capitalization(1)		26,670,203			26,670,203

(1)

A US$1.00 increase (decrease) in the assumed initial public offering price of US$          would increase (decrease) each of additional paid-in capital, total equity and total capitalization by US$           million.

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our net tangible liabilities book value as of June 30, 2011 was approximately US$19.6 million, or US$0.06 per ordinary share, and US$            per ADS. Net tangible book value per ordinary share is determined by dividing our net tangible book value by the number of outstanding ordinary shares. Our net tangible liabilities book value is determined by subtracting the value of our acquired net intangible assets, goodwill, total liabilities and noncontrolling interests from our total net liabilities. Dilution is determined by subtracting net tangible liabilities book value per ordinary share after giving effect to the automatic conversion of all our issued and outstanding preferred shares into ordinary shares immediately upon the completion of this offering, and the issuance and sales by us of                  ADS offered in this offering at the initial public offering price of US$            per ADS after deduction of the underwriting discounts and commissions and estimated net offering expenses.

        Without taking into account any other changes in such net tangible book value after June 30, 2011, other than to give effect to (i) the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares immediately prior to the completion of this offering and (ii) our sale of                          ADSs offered in this offering at the assumed initial public offering price of US$            per ADS, which is the mid-point of our estimated initial public offering price range as set forth on the cover of this prospectus, with estimated net proceeds of US$         million after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of June 30, 2011 would have been US$         million, US$        per outstanding ordinary share, including ordinary shares represented by our outstanding ADSs, and US$        per ADS. This represents an immediate increase in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to existing shareholders and an immediate dilution in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to new investors in this offering. The following table illustrates such per ordinary share dilution:

Assumed initial public offering price per ADS	US$
Pro forma net tangible book value per share after giving effect to the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares	US$
Increase in net tangible book value per ordinary share attributable to price paid by new investors	US$
Pro forma net tangible book value per ordinary share after the offering	US$
Dilution in net tangible book value per ordinary share to new investors in the offering	US$
Dilution in net tangible book value per ADS to new investors in the offering	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$        per ADS would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$         million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$        per ordinary share and US$        per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$        per ordinary share and US$        per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other expenses of the offering. The pro forma information discussed above is illustrative only. Our net tangible book value following the closing of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

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        The following table summarizes on a pro forma basis the differences as of December 31, 2010 between the existing shareholders including holders of our preferred shares, and the new investors with respect to the number of ordinary shares (in the form of ADSs) purchased from us, the total consideration paid and the average price per ordinary share paid [before deducting underwriting discounts and commissions and other expenses of this offering]. The total number of ordinary shares does not include ordinary shares represented by ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

										Average Price per Ordinary share Equivalent
	Ordinary shares Purchased				Total Consideration						Average Price per ADS Equivalent
	Number	Percent			Amount		Percent
Existing shareholders	362,233,501		100	%	US$	50,513,255		100	%	US$	US$
New investors				%					%
Total			100.0	%	US$			100.0	%	US$	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$             million, US$             million and US$            , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discounts and commissions and other expenses of this offering.

        The discussion and table above also do not take into consideration any outstanding share options as of the date of this prospectus. There were            ordinary share issuable upon exercise of outstanding share options at a weighted average exercise price of US$            per share, and there were                  ordinary shares available for future issuance upon the exercise of future grants under our 2011 Share Incentive Plan. To extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEMENT OF CIVIL LIABILITIES

        We are registered under the laws of the Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, under which the legal judgments may be reached and enforced in a relatively reliable fashion, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

        A substantial portion of our assets are located in China. In addition, most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us, our officers and directors.

        We have appointed [Law Debenture Corporate Services Inc.] as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

        Conyers Dill & Pearman, our counsel as to Cayman Islands law, and, Commerce & Finance Law Offices, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        Conyers Dill & Pearman has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation. There are currently no treaties or reciprocal agreements between the Cayman Islands and China or the United States that allow enforcement of foreign judgments without having to commence proceedings in the Cayman Islands. The Cayman Islands courts can be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against, or derivative actions in our name in the Cayman Islands courts to challenge (i) an act which is beyond the powers of the Company or illegal, (ii) an act which constitutes a fraud of our controlling shareholders against the minority, and (iii) an irregularity in the passing of a resolution which requires a qualified (or special) majority under Cayman Islands law.

53

        Commerce & Finance Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. In addition, it will be difficult for shareholders to originate actions against us in China under PRC law, because we are incorporated under the laws of the Cayman Islands and it is difficult for shareholders, by virtue of only holding our ADSs or ordinary shares, to establish a connection to China for a PRC court to have subject matter jurisdiction as required by the PRC Civil Procedures Law.

54

OUR HISTORY AND CORPORATE STRUCTURE

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo Group Limited, our previous holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of the date of the prospectus. See "—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Relating to Our Business and Industry".

(1)

Mr. Xu Maodong and Mr. Xu Tianqing respectively own 60% and 40% respectively of the equity interests in each of Kai Yi Shi Dai and Yi You Bao. Beijing Wowo Tuan has 14 PRC subsidiaries, as well as 127 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Maodong Xu as to 76%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Yonghong Lv, Mr. Xiaoyong Hu, Mr. Guang Yang, Mr. Yuedong Jiang, Mr. Jianguang Wu , Ms. Yan Chen, Ms. Jinghan Wei, Mr. Hanyu Liu, Mr. Xiangqing Lin, Mr. Dong Zhang, Mr. Weihong Xiao, Mr. Yunming Wang, Mr. Chuanjun Liu, Ms. Pingping Lin, Mr. Guozhang Pan and Mr. Yongming Zhang.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

(3)

We are in the process of registering the equity interest held by Beijing Wowo Tuan in the entity from 51% to 100% with local industry and commerce authorities.

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Our History

        We commenced operations of our business of group buying services in March 2010 through Beijing Wowo Tuan, a limited liability company established in China, which was formerly known as Beijing Jihe Weilai Technology Co., Ltd., or Jihe Weilai, and incorporated in May 2008. In December 2010, Mr. Xu Maodong and his wife, Ms. Zhou Fang, acquired 100% equity of Jihe Weilai from its previous shareholders. To enable us to raise capital from international investors, our current holding company, Wowo Group Limited, was incorporated under the laws of the British Virgin Islands in January 2011. In January 2011, we incorporated Wowo Holding Limited, our wholly owned subsidiary in Hong Kong, which subsequently established its wholly owned subsidiary, Wowo Shi Jie, in China in May 2011. In April 2011, Mr. Xu Maodong acquired 100% equity of Kai Yi Shi Dai, a limited liability company incorporated in China in September 2010. Beijing Wowo Tuan holds the license required for our operation of www.55tuan.com and is in the process of applying for amendment to the registration of such license for the operation of www.55.com, which is the successor of www.jieshi.com operated by Kai Yi Shi Dai. In May 2011, Mr. Xu Maodong and Mr. Xu Tianqing established Yi You Bao in China. As of the date of this prospectus, Beijing Wowo Tuan has established or acquired 14 subsidiaries, as well as 127 branches in China.

        Foreign investment in Internet companies is currently subject to significant restrictions under current PRC laws and regulations. As a result, Wowo Shi Jie entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders in May and June 2011, to gain effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries.

        In April 2011, Wowo Group Limited issued in private placement 5,489,604 Series A-1 preferred shares to Zero2IPO China Fund II L.P. for a purchase price of US$5.0 million. During the period from May 2011 to July 2011, Wowo Group Limited issued in private placements an aggregate of 51,339,464 Series A-2 preferred shares to several investors, including without limitation Zero2IPO China Fund II L.P., CDH Barley Limited, and Besto Holdings Limited, for an aggregate purchase price of US$50 million.

Our Subsidiaries and Consolidated Affiliated Entities

        As of the date of this prospectus, we had the following significant subsidiaries and consolidated affiliated entities:

Non-PRC Subsidiary

        On January 24, 2011, we established our wholly owned subsidiary in Hong Kong, Wowo Holding Limited, which subsequently established our PRC wholly owned subsidiary in May 2011.

PRC Subsidiary

        We have one PRC wholly owned subsidiary as of the date hereof, namely Wowo Shi Jie. Wowo Shi Jie was incorporated on May 19, 2011, and is 100% owned by Wowo Holding Limited, our wholly owned subsidiary in Hong Kong.

Agreements that Provide Us with Effective Control over Our Affiliated Consolidated Entities

        Foreign investment in Internet companies is currently subject to significant restrictions under PRC laws and regulations. As a Cayman corporation, we do not qualify to conduct these businesses under PRC regulations. In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications, which we do not have, and our PRC subsidiary, Wowo Shi Jie, is considered a foreign invested enterprise which is restricted from holding the licenses that are

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essential to the operation of our business, such as licenses for operating our website. See "Regulations." As a result, Wowo Shi Jie has entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders described below, through which we exercise effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries. We conduct our operations in China principally through Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries, which we treated as our consolidated affiliated entities in China. Each of the contractual arrangements between Wowo Shi Jie, Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders was executed in May 2011 and amended subsequent to the changes in shareholding of Beijing Wowo Tuan in June 2011. These contractual arrangements enable us to exercise effective control over these entities and receive substantially all of the economic benefits from them.

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed irrevocable power of attorney appointing Wowo Shi Jie as the attorney-in-fact to act on their behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of their rights as shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of their equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed exclusive call option agreements with Wowo Shi Jie, pursuant to which Wowo Shi Jie has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by Wowo Shi Jie and the shareholders of the consolidated affiliated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of Wowo Shi Jie.

        Exclusive Technical Support Service Agreements.    Wowo Shi Jie and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including their subsidiaries and any companies or entities under their control, agrees to engage Wowo Shi Jie as its exclusive provider of technical platforms, technical support, maintenance and other services. The consolidated affiliated entities shall pay to Wowo Shi Jie service fees determined based on the revenues of the consolidated affiliated entities. Wowo Shi Jie shall have the right to adjust at any time the fee based on the operation performance. Wowo Shi Jie exclusively owns any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements are effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements are extended automatically by another ten years upon the written confirmation by Wowo Shi Jie before the expiry thereof. During the term of the exclusive technical support service agreements, any of the consolidated affiliated entities may not terminate the agreements except in the case of Wowo Shi Jie's gross negligence, fraud, or other illegal action or bankruptcy or termination of Wowo Shi Jie, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with Wowo Shi Jie, under which the shareholders

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pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to Wowo Shi Jie as collateral to secure performance of all obligations of the consolidated affiliated entities and their shareholders under the applicable exclusive technical support service agreements and the exclusive call option agreements. Wowo Shi Jie is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, Wowo Shi Jie, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment

        We have been advised by our PRC legal counsel, Commerce & Finance Law Offices, that the structure for operating our business in China (including our corporate structure and our contractual arrangements with our consolidated affiliated entities) complies, and after the completion of this offering will continue to comply, with all applicable PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, there are uncertainties regarding the interpretation and application of the relevant PRC laws, rules and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to the opinion of our PRC legal counsel. Our PRC legal counsel has further advised that if a PRC government authority determines that our corporate structure, the contractual arrangements or the reorganization to establish our current corporate structure violates any applicable PRC laws, rules or regulations, the contractual arrangements will become invalid or unenforceable, and we could be subject to severe penalties and required to obtain additional governmental approvals from the PRC regulatory authorities. See "Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations." and "Risk Factors—Risk Factors Relating to Doing Business in China—The PRC legal system embodies uncertainties which could limit the legal protections available to you and us."

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the selected financial and operating data of Wowo Group Limited, for the periods indicated. Beijing Wowo Tuan, the predecessor to Wowo Group Limited, was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess therefore has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through a series of contractual agreements in May 2011 that were entered into between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Group Limited have therefore been prepared using Mr. Maodong Xu's and Mr. Tianqing Xu's basis and as if the current corporate structure has been in existence since the day Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

        The selected consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010, are derived from our audited consolidated financial statements of Wowo Group Limited, which are included elsewhere in this prospectus. Beijing Wowo Tuan, predecessor to Wowo Group Limited, had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period.

        The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, the consolidated financial statements and related notes of Wowo Group Limited and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. The consolidated financial statements of Wowo Group Limited are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

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		For the year ended December 31,						For the six months ended June 30,
		2009 (predecessor)			2010 (predecessor)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statement of operation data
Net revenues			—			2,633			119		15,464
Cost of revenues			—			2,179			78		14,265
Gross profit			—			454			41		1,199
Other operating income			0.7			—			—		—
Operating expenses:
	Selling and marketing		—			261			5		25,855
	General and administrative		0.8			210			9		5,770
Total operating expenses			0.8			471			14		31,625
Income/(loss) from operations			—			(17	)		27		(30,426	)
Other expenses			—			0.3			—		—
Income/(loss) before provision for income tax			(0.1	)		(17	)		—		—
Provision/(benefit) for income tax			—			40			8		(12	)
Net income/(loss)			(0.1	)		(57	)		19		(30,414	)
Net loss attributable to noncontrolling interests			—			—			—		422
Net income/(loss) attributable to Wowo Group Limited			(0.1	)		(57	)		19		(29,992	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—			—			—		178
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—			—			—		428
Net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited			(0.1	)		(57	)		19		(30,598	)
Net loss per ordinary share:
	Basic		—			—			—		(0.10	)
	Diluted		—			—			—		(0.10	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.07
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.06
Shares used in computation of net loss per ordinary share
	Basic		300,000,000			300,000,000			300,000,000		317,269,456
	Diluted		300,000,000			300,000,000			300,000,000		317,269,456
Shares used in computation of net income per Series A-1 convertible redeemable preferred share			N/A			N/A			N/A		2,714,304
Shares used in computation of net income per Series A-2 convertible redeemable preferred share			N/A			N/A			N/A		6,594,269

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	As of December 31,				As of June 30,
	2009 (predecessor)		2010 (successor)		2011 (successor)
	(US$ in thousands)
Consolidated balance sheet data:
Total current assets		5.1		790		51,022
Total assets		5.1		3,394		63,338
Total current liabilities		1.7		1,245		36,440
Total liabilities		1.7		1,381		36,668
Total equity/(deficit)		3.3		2,013		(10,801	)
Total liabilities, preferred shares and equity/(deficit)		5.1		3,394		63,338

Operating data of 55tuan.com

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)		June 30, 2011 (successor)
Total subscribers (in millions)(1)		0.4		0.9		2.8
Active subscribers (in millions)(2)		0.2		0.4		1.4
Featured group buying deals(3)		721		1,046		11,659
Wowo Coupons sold (in millions)(4)		0.28		0.32		1.68

(1)

Reflects the total number of subscribers of 55tuan.com on the last day of the applicable period.

(2)

Reflects the total number of active subscribers of 55tuan.com for the applicable period.

(3)

Reflects the total number of featured deals on 55tuan.com for the applicable period.

(4)

Reflects the total number of Wowo Coupons sold on 55tuan.com, excluding Wowo Coupons claimed for refund, for the applicable period.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

        This section includes selected consolidated financial and operating data of us and Wowo Group Limited, for the periods indicated. Beijing Wowo Tuan, the predecessor to Wowo Group Limited, was incorporated in May 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through entering into a series of contractual agreements in May 2011 between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu and Mr. Tianqing Xu collectively controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Group Limited have therefore been prepared using Mr. Maodong Xu's and Mr. Tianqing Xu's basis and as if the current corporate structure has been in existence since the date Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life-style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the latest issue of the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical

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deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on our websites. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers, and costs associated with the development and expansion in the early stage of our business. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor) and US$15.5 million for the six months ended June 30, 2011 (successor), respectively.

Operating Metrics

        We measure our business using several operating metrics which directly affect our revenues. The key metrics are as follows:

Total subscribers.    We define subscribers as the total number of individuals who have completed registration by a specific date, less individuals who have deregistered. We can measure our overall growth in the market as well as our potential revenue opportunity using our total subscriber base. We believe this metric provides valuable insight into the trajectory and scale of our business. Our group buying business depends on our ability to maintain and expand our user base. The growth in the number of subscribers is driven by our ability to continue to, among other things, enhance our brand recognition and solidify and improve our leading position in the market.

Active subscribers.    We define an active subscriber as a subscriber who has purchased at least one Wowo Coupon during a referenced period. A subscriber who has purchased multiple Wowo Coupons during a referenced period is counted as one active subscriber. We believe this metric provides a direct indication of the participation level of our subscribers in the group buying deals we offer, and provides guidance for deal selection and promotion to better cater to our subscribers' deal preference. The growth in the number of active subscribers depends on our ability to continue to increase the variety and quality of group buying deals offered on our websites and to provide satisfactory services and information before, during and after sales to our subscribers.

Featured deals.    This metric represents the total number of deals featured in a given time period. For a deal offered on a nationwide basis, we count the deal as one. For deals offered by branches or franchise stores of a national merchant on a local or regional basis, we count each deal offered by a branch or franchise store of the national merchant as a separate deal. We consider this metric to be a good indicator of growth as well as an important measure of the effectiveness of our sales and marketing infrastructure. Our revenue growth depends on our ability to continue to attract merchant clients to offer high quality and a wide variety of group buying deals on our websites. We need to retain existing merchant clients and attract potential new merchant clients by providing them access to a broad customer base and helping them attract and retain targeted customers through well-designed group buying deals. As of June 30, 2011, we had over 3,000 merchant consultants and merchant service

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representatives in 146 cities to source group buying deals. Each consultant focuses on certain areas of specialty, such as Chinese food, Western food, cafes, travel, health and beauty products and services.

Wowo Coupons sold.    This metric represents the total number of Wowo Coupons sold in a given time period excluding the number of Wowo Coupon that were claimed for refund. This metric is presented net of coupons that are claimed for refund during the same time period. We use this metric to measure our growth and activity level in the aggregate as well as in the individual markets where we operate. Currently we generate all our revenues from the purchase prices of Wowo Coupons sold to our subscribers.

        The following table is a summary of our key operating metrics of 55tuan.com for the periods indicated.

			As of and for the three months ended
	As of and for the year ended December 31, 2010 (predecessor)
			March 31, 2011 (successor)		June 30, 2011 (successor)
Total subscribers (in millions)(1)		0.4		0.9		2.8
Active subscribers (in millions)(2)		0.2		0.4		1.4
Featured group buying deals(3)		721		1,046		11,659
Wowo Coupons sold (in millions)(4)		0.28		0.32		1.68

(1)

Reflects the total number of subscribers of 55tuan.com on the last day for the applicable period.

(2)

Reflects the total number of active subscribers of 55tuan.com for the applicable period.

(3)

Reflects the total number of featured deals on 55tuan.com for the applicable period.

(4)

Reflects the total number of Wowo Coupons sold on 55tuan.com, excluding Wowo Coupons claimed for refund, for the applicable period.

Other Factors Affecting Our Results of Operations

        Besides our operating metrics that directly affect our revenues, there are a number of factors that affect our results of operations, including:

        Competitive pressure.    We operate in a highly competitive market. We compete with a number of other group buying service providers that have significant capital and human resources, as well as with major Chinese portal websites and social networking service operators which have also launched initiatives in direct competition with our business. The terms and conditions we offer our merchant clients are affected by our competitors' strategies, which as a result affects our cost of operation. Competition also has a direct effect on our ability to retain existing subscribers and attract new subscribers.

        Cost of revenues.    Our profit margin depends directly on the cost of revenues, which consists of the payments we make to our merchant clients for the Wowo Coupons that are redeemed with them. To maintain our profit margin, we must strike a balance between offering attractive coupon prices to our subscribers to attract a critical mass of coupon purchase, and keeping payments to merchant clients at a level that makes offering group buying deals with us a viable business choice for them.

        Marketing expense.    We plan to engage in a variety of different marketing efforts tailored to our targeted subscribers to expand our subscriber base. Expenses incurred for marketing and other promotional efforts may have a negative impact on our revenues, if they prove to be inefficient and do not expand our subscriber base as intended.

        Continued growth of China's economy and the group buying industry in general.    We conduct all of our business and operations in China. Accordingly, our results of operations have been, and are expected to continue to be, affected by the general performance of China's economy. Since the inception of our business, we have benefited from overall economic growth in China. In addition, as a leading group buying service provider, our financial results have been, and are expected to continue to be, affected by the performance of the group buying industry in China.

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Net Revenues

        We currently derive all of our net revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make payments to the merchant client who provides the goods or services for which the coupons are redeemed on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. For the period prior to January 2011, we generally did not allow a subscriber to claim refund for Wowo Coupons sold unless the subscriber found any defects or damages on goods or mistakes in services after redemption of Wowo Coupons. The management of the Group believes such refund were minimal. Claims for refunds and returns during the periods prior to January 2011 were estimated to be minimal. The amount of refund for the years ended December 31, 2009 (predecessor) and 2010 (predecessor) were nil and US$58,803, respectively. The criteria for revenue recognition generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to us; and (iii) we have released the electronic coupons for the agreed discounted prices to the participating users.

        To enhance the subscriber experience and service quality, starting from January 2011, we offer our subscribers refunds on the coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon upon its expiration. Due to the short operating history of us, we are not able to reasonably estimate the amount of refunds in relation to those unredeemed coupons. Hence, the payment received for unredeemed coupons are initially recognized as deferred revenues and are recognized as revenues when the coupon are redeemed. Deferred revenue recognized in relation to unused coupons as of June 30, 2011 (successor) was US$7,608,386.

        We record the gross amount we receive, excluding taxes where applicable, when (i) we are the primary obligor in the transaction; (ii) we have latitude in establishing price; (iii) we have discretion in supplier selection. In addition, we record revenue on a net basis when (i) we are not the primary obligor in offering the group buying services to the subscribers. We are obligated to make refunds to the subscribers for unsatisfactory services or products; (ii) we collect pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor). Our net revenues were US$0.1 million and US$15.5 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively.

Cost of Revenues

        Our cost of revenues consists of direct costs incurred to generate our revenues, primarily the agreed-upon payments to merchant clients. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of Wowo Coupons by subscribers. Our cost of revenues was US$2.2 million for the year ended December 31, 2010 (predecessor). Our cost of revenues was US$78,194 and US$14.3 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively.

Gross Profit

        Our gross profit was the portion of the revenues we retained after paying agreed upon fees to the featured merchant clients. Our gross profit was US$454,402 for the year ended December 31, 2010 (predecessor), representing a gross margin of 17.3%. Our gross profit was US$41,460 and US$1.2 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing a gross margin of 34.6% and 7.8%, respectively. The decrease of gross margin was primarily attributable to the intense competition in the industry in China as many new group buying

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businesses entered the market in the expansion stage of the industry. As the group buying industry starts to consolidate, we believe our gross margin will increase in the future.

Operating Expense

        The following table sets forth our operating expenses by amount and as a percentage of our net revenues for the periods indicated:

		For the years ended December 31,								For the six months ended June 30,
		2009 (predecessor)				2010 (predecessor)				2010 (predecessor)				2011 (successor)
		US$		%		US$		%		US$		%		US$		%
		(in thousands, except for percentages)
Operating Expenses
	Selling and marketing		—		—		261		9.9		5		4.1		25,855		167.2
	General and administrative		0.8		N/A		210		8.0		9		7.9		5,770		37.3
Total operating expenses			0.8		N/A		471		17.9		14		12.0		31,625		204.5

        Our operating expenses consist of selling and marketing expenses, general and administrative expenses and research and development expenses. Our total operating expenses were US$470,813 for the year ended December 31, 2010 (predecessor), representing 17.9% of the net revenues of the same period. Our total operating expenses were US$14,344 and US$31.6 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing 12.0% and 204.5% of the net revenues of the respective periods.

Selling and marketing expenses

        Our selling and marketing expenses primarily consist of salaries and benefits for our merchant consultants, quality control and merchant service representatives, and editorial staff.

        Our selling and marketing expenses were US$260,823 for the years ended December 31, 2010 (predecessor), representing 9.9% of the net revenues of the same period. Our selling and marketing expenses were US$4,903 and US$25.8 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing 4.1% and 167.2% of the net revenues of the respective periods. Our selling and marketing expenses for the six months ended June 30, 2011 (successor) include a share-based compensation of US$0.2 million.

General and administrative expenses

        Our general and administrative expenses primarily consist of:

•

salaries and benefits for employees, which is the salary and benefit for our management and general administrative staff; and

•

office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses.

        Our general and administrative expenses were US$209,990 in 2010 (predecessor), representing 8.0% of the net revenues of the same period. Our general and administrative expenses were US$9,441 and US$5.8 million for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively, representing 7.9% and 37.3% of the net revenues of the respective periods. Our general and administrative expenses for the six months ended June 30, 2011 (successor) include a share-based compensation of US$2.7 million.

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Income Tax

        We are subject to PRC EIT on taxable income in accordance with the relevant PRC income tax laws. Our income tax expense was US$40,471 in the year ended December 31, 2010 (predecessor). Our provision/(benefit) for income tax was US$7,873 and US$(11,785) for the six months ended June 30, 2010 (predecessor) and 2011 (successor), respectively. We incurred benefit for income tax for the six months ended June 30, 2011 (successor) generated from the changes of deferred tax liabilities recognized.

Loss from Operations

        We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and for the six months ended June 30, 2011 (successor), respectively. The losses were primarily due to the higher growth rate of our operating expenses compared with the growth rate of our net revenues in the early stage of our business. We made significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers in the six months ended June 30, 2011. In addition, as we expanded our operation coverage from several major cities in 2010 to 146 cities in China as of June 30, 2011, we incurred significant incremental costs in salaries, rental and other related expenses. We believe going forward the growth rate of our net revenues will exceed the growth rate of our operating expenses as we expect to benefit from such initial investments which provided us with established brand recognition and operational synergy in our nation-wide network.

Critical Accounting Policies

        The preparation of financial statements of Wowo Group Limited and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our management has discussed the development, selection and disclosure of these estimates with our board of directors. Actual results may differ from these estimates under different assumptions or conditions. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

        We believe that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used in the preparation of our consolidated financial statements.

        You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Revenue Recognition

        We currently derive all of our revenues from the sales of the Wowo Coupons. We recognize revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured.

        For the period prior to January 2011, we generally did not allow a subscriber to claim refund for Wowo Coupons sold unless the subscriber found any defects or damages on goods or mistakes in services after redemption of Wowo Coupons. Claims for refunds and returns during the periods prior to January 2011 were estimated to be minimal. The amount of sales return and refund for the years ended December 31, 2009 (predecessor) and 2010 (predecessor) were nil and US$58,803 (respectively), and for the six-month period ended June 30, 2010 (predecessor) was nil. Hence, the criteria for

67

revenue recognition generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to us; and (iii) we have released the electronic coupons for the agreed discounted prices to the participating users.

        For the period subsequent to January 2011, we have adopted new return and refund policy which offers the subscribers refunds on Wowo Coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed the coupon at the end of the redemption period. Due to the short operating history of us, we are not able to reasonably estimate the amount of refunds in relation to those unredeemed Wowo Coupons. Hence, the payment received for unredeemed Wowo Coupons are initially recognized as deferred revenues and are recognized as revenues when the Wowo Coupons are redeemed. Deferred revenue recognized in relation to unused coupons as of June 30, 2011 (successor) was US$7,608,386.

        We, from time to time, voluntarily distribute discount coupons as sales incentives. These coupons can only be utilized in conjunction with subsequent purchases and are recorded as reduction of revenues at the time of use.

        We record the gross amount it receives, excluding taxes where applicable, when (i) we are the primary obligor in the transaction; (ii) we have latitude in establishing price; (iii) we have discretion in supplier selection. In addition, we recognize revenue on a net basis when (i) we are not the primary obligor in offering the group buying services to the subscribers. We are obligated to make refunds to the subscribers for unsatisfactory services or products; (ii) we collect pre-agreed fixed from the merchant clients and (iii) the merchant clients have the credit risk. We recognized revenue of US$2,627,876 on a gross basis and US$36,438 on a net basis for the year ended December 31, 2010 (predecessor). We recognized revenue of US$14,890,301 on a gross basis and US$649,682 on a net basis for the six-month period ended June 30, 2011 (successor).

        Some revenue is derived from selling online advertisements and providing online platform services for group buying companies. We typically sign standard contracts with advertising customers on our website for a period of time. We recognize revenues ratably over the period for which the advertisements are displayed and the website links are published. We recognized revenue of US$28,221 from such services for the six-month period ended June 30, 2011 (successor).

        We use various customer reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When customers perform qualifying acts, such as referring a new subscriber or participating in promotional offers, we grant the customer credits that can be redeemed in the future. We accrue the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the consolidated balance sheets and record the corresponding offset to revenue on the consolidated statements of operations. If our judgments regarding accrued costs associated with customer loyalty and reward programs are inaccurate, actual net revenue could differ from the amount we recognize, directly impacting our result of operations.

Goodwill and Long-Lived Intangible Assets with definite life

        Goodwill represents the cost of an acquired business in excess of the fair value of identifiable tangible and intangible net assets purchased. We generally seek the assistance of independent valuation firm in determining the fair value of the identifiable tangible and intangible net assets of the acquired business.

        There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income approach, cost approach and market approach. Income approach starts with a forecast of all of the expected future net cash flows associated with a particular intangible asset. These cash flows are then discounted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Cost approach is based upon the concept of replacement as an indicator of value. In the valuation of specific assets under the cost approach, value is being estimated based on the cost of

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reproducing or replacing the asset, less depreciation from functional obsolescence, and economic obsolescence, if present and measurable. In the market approach, information on recent sales of comparable assets are gathered and analyzed. If necessary, adjustments are then applied to these observations to recognize differences in characteristics between the subject assets and the comparable assets, so as to indicate a fair value for the subject asset.

        Some of the significant estimates and assumptions inherent in the income approach or other approaches include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's economic life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

        Specifically, the income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The financial projections used in deriving the fair values of intangible assets were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts.

        Goodwill is tested for impairment at the latest once annually or more frequently if we believe indications of impairment exist. Impairment is tested using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. We currently have one reporting unit.

        If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being the discounted cash flow method. During the date of December 31, 2010, we did not realize any impairment loss on goodwill.

        The fair values of the intangible assets were estimated by us, with the assistance from an independent third-party appraiser. We are ultimately responsible for the determination of all amounts related to the intangible assets recorded in the financial statements.

        We can use several methods to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of the expected future net cash flows. We then discount these cash flows to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.

        Estimates and assumptions used in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks of future cash flows, the asset's life cycle and the competitive trends impacting the asset, including any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets have different useful lives.

        Acquired intangible assets are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. In particular, Trade name/ Domain name acquired is amortized using the straight-line method over ten years. Theoretically, the

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acquired domain name can be used indefinitely by renewing the registration with relevant authority upon expiry at immaterial costs. Therefore, its legal life would be indefinite. However, with a consideration of the fact that the group buying industry in China is relatively new with intense competition, the management, after taking into consideration the benefits expected to be generated from the Trade name/Domain name, has estimated limited useful life of 10 years for the Trade name/ Domain name.

        We acquired user base that contains information about the users' name, contact information, order history and demographic information. As most of the users were attracted by lucky draw activities and had no stable order history, the economic life of the user base is estimated to be short, approximately 2 years. Operating system acquired is amortized using the straight-line method over three years based on the estimated technological life of the operating system.

        We amortize intangible assets with determinable useful lives on a straight-line basis. We evaluate intangible assets with determinable useful lives for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We measure recoverability of long-lived assets to be held and used as part of a cash generating unit by comparing the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If we believe the assets are impaired, the impairment will equal the amount by which the carrying value of the assets exceeds the fair value of the assets.

        Estimates of fair value involve a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Our judgments in determining an estimate of fair value can materially impact our results of operations. We base these valuations on information available as of the impairment review date and on expectations and assumptions that management deems reasonable. Any changes in key assumptions, including unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in impairment charges.

Income Taxes

        In preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. We estimate our actual tax exposure and assess temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include in our consolidated balance sheet. We must then assess the likelihood that we will recover our deferred tax assets from future taxable income. If we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance, we must include an expense within the tax provision in our statement of operations.

        Management must exercise significant judgment to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We base the valuation allowance on our estimates of taxable income in each jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance, which could materially impact our financial position and results of operations.

        U.S. GAAP requires that the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during that period. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. We did not recognize any significant unrecognized tax benefits during the periods presented in this prospectus.

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Fair Value of Our Ordinary Shares and Share-Based Compensation

        We are a private company with no quoted market prices for our ordinary shares. We therefore needed to make estimates of the fair value of our ordinary shares at various dates for the purposes of determining the fair value of our ordinary shares at the date of the grant / re-measurement of share-based compensation award to our employees and non-employees as one of the inputs in determining the fair value of the award.

        The fair value of the ordinary shares and share-based compensation award granted to our employees and non-employees were estimated by us, with assistance from an independent third-party appraiser (the "Appraiser"). We are ultimately responsible for the determination of all amounts related to share-based compensation and the convertible instruments recorded in the financial statements.

        The following table sets forth the fair value of our ordinary shares estimated at different dates in 2011:

Date	Class of shares	Fair value		Purpose of valuation	Type of valuation
February 1, 2011	Ordinary shares	US$	0.40	Share option grant	Retrospective
April 30, 2011	Ordinary shares	US$	0.55	Ordinary shares granted on April 30, 2011.	Retrospective
July 1, 2011	Ordinary shares	US$	0.75	Share options granted as of July 1, 2011; Re-measurement of non employee share options as of June 30, 2011.	Contemporaneous

        In determining the fair value of our ordinary shares, we have considered the guideline prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held Company Equity Securities Issued and Compensation, or the Practice Aid. Specifically, paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

        We used the Market Approach to derive the fair value of our ordinary shares as of February 1, 2011 by referring to an actual, arm's-length transaction on January 20, 2011 at which US$3 million of ordinary shares was issued to certain investors at a price of US$0.40 per share. As there was no material changes in either the operation of the Company or the external economic environment over the period between January 20, 2011 and February 1, 2011, our management believes that the value of our ordinary share as of February 1, 2011 would remain the same at US$0.40 per share.

        The Appraiser used the discounted cash flow, or DCF, method of the income approach to derive the fair value of our ordinary shares as of April 30, 2011 and July 1, 2011. We considered the market approach and searched for public companies located in China with similar business nature and in a stage of development similar to ours. However, no companies similar to us in many aspects could be identified, and we therefore only used the results obtained from the market approach as a sanity check on the results obtained from the income approach. The determination of the fair value of our ordinary shares required complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

        The major assumptions used in calculating the fair value of ordinary shares include:

•

Weighted average cost of capital, or WACC: The WACCs were determined based on a consideration of such factors as risk-free rate, comparative industry risk, equity risk premium, company size and company-specific factors. The changes in WACC from 28% as of April 30,

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2011 to 24% as of July 1, 2011 was primarily due to our business growth and additional funding from the Series A-2 preferred shares for accelerating our development.

In deriving the WACCs, which are used as the discount rates under the income approach, certain publicly traded companies in the online commerce and travel service agency business were selected for reference as our guideline companies. To reflect the operating environment in China and the general sentiment in the U.S. capital markets towards the online commerce industries, the guideline companies were selected with consideration of the following factors: (i) the guideline companies should be online services provider; and (ii) the guideline companies should either have their principal operations in China, as we operate in China, and/or are publicly listed companies in the U.S., as we plan to become a public company in the U.S.

•

Discount for lack of marketability, or DLOM: When determining the DLOM, the option-pricing method (put option) was applied to quantify the DLOM where applicable. Although it is reasonable to expect that the completion of this offering will add value to our ordinary shares because we will have increased liquidity and marketability as a result of this offering, the amount of additional value can be measured with neither precision nor certainty. The DLOMs were estimated to be 11.5% as of April 30, 2011 and 11% as of July 1, 2011. The lower DLOM is used for the valuation, the higher is the determined fair value of the ordinary shares.

        The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The assumptions used in deriving the fair values were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts. The risk associated with achieving our forecasts were assessed in selecting the appropriate discount rates, which ranged from 28% to 24%.

        The fair value of our ordinary shares increased from US$0.40 per ordinary share as of January 20, and February 1, 2011 to US$0.55 per ordinary share as of April 30, 2011 primarily due to the following reasons:

•

on April 3, 2011, we obtained US$5 million from certain investors for business expansion;

•

during the period from January 31, 2011 to April 30, 2011, we expanded our business to other cities by acquiring 17 businesses engaging in online group buying business. The number of our subscribers of 55tuan.com increased from approximately 0.4 million as of year ended December 31, 2010 to approximately 0.9 million as of the three months ended March 31, 2011.

        The fair value of our ordinary shares increased from US$0.55 per share as of April 30, 2011 to US$0.75 per share as of July 1, 2011, primarily due to the following reasons:

•

during the period between April 30, 2011 and July 2011, we obtained US$50 million from certain investors. This provided additional funding needed for our rapid expansion;

•

during the period from March 31, 2011 to June 30, 2011, the number of our subscribers of 55tuan.com increased from approximately 0.9 million to approximately 2.8 million. In addition, our actual performance in the first half of 2011 has proven the viability of the Company's business strategy and execution capability. The increase of user number and the actual performance in the first half of 2011 reduce the perceived risk of realizing the financial forecast going forward and thus, the discount rate used for valuation of the company's shares decreased from 28% for the valuation as of April 30, 2011 to 24% for the valuation as of July 5, 2011;

•

due to the increased marketability of our common equity as a result of this pending offering, DLOM decreased from 11.5% for the valuation as of April 30, 2011 to 11% for the valuation as of July 1, 2011.

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        Our share-based compensation with employees are measured based on the grant date fair value of the equity instrument we issued and recognized as compensation expense over the requisite service period based on the straight-line method, with a corresponding impact reflected in additional paid-in capital. Share awards issued to non-employees, such as consultants, are measured at fair value at the earlier of the commitment date or the date the service is completed and recognized over the period the service is provided.

        The following table sets forth certain information regarding the share options granted to our employees and non employees at different dates in 2011:

Grant/Re-measurement date	Type of award	Number of award		Exercise price		Fair value of ordinary share		Intrinsic value		Type of valuation
February 1, 2011	Employee share option		13,634,170	US$	0.40	US$	0.40		—	Retrospective
February 1, 2011	Employee share option		1,300,000	US$	0.00	US$	0.40	US$	0.40	Retrospective
February 1, 2011	Non-employee share option		44,000	US$	0.40	US$	0.40		—	Retrospective
April 30, 2011	Ordinary shares to directors and executives		4,024,545		—	US$	0.55	US$	0.55	Retrospective
June 30, 2011 Re-measurement	Non-employee share option		44,000	US$	0.40	US$	0.75	US$	0.35	Contemporaneous
July 1, 2011	Employee share option		6,962,600	US$	1.00	US$	0.75		—	Contemporaneous
July 1, 2011	Non-employee share option		100,000	US$	1.00	US$	0.75		—	Contemporaneous

        In determining the value of share options to employees, we have used the Binomial option-pricing model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including risk-free interest rate, the contractual life of the options, the expected dividends on the underlying ordinary shares, the expected volatility of the price of the underlying shares for the contractual life of the options, the post-vesting forfeiture rate and the expected exercise multiple are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expense we recognize in our consolidated financial statements.

        In determining the value of ordinary shares to directors and executives, we have considered the fair value of the ordinary share and the expected dividend paid-out ratio. Because we have no plan to pay dividend, the fair value of the share granted to directors and executives is the fair value of the ordinary share.

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        In determining the value of share options to non-employees, we have used the Black-Scholes option model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including the risk-free interest rate, the expected term of the options, the expected dividends on the underlying ordinary shares, and the expected volatility of the price of the underlying shares over the expected term of the options are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expenses we recognize in our consolidated financial statements.

        The key assumptions used in valuation of the employee share options are summarized in the following table:

	Grants on February 1, 2011		Grants on July 1, 2011
Risk-free rate of return(1)		2.28%		2.38%
Contractual life of the options(2)		5.0 years		5.0 years
Volatility(3)		51%		52%
Expected dividend yield(4)		0%		0%
Post-vesting forfeiture rate(5)		4.5% / 0%		5.0% / 0%
Exercise multiple(6)		2x / 3x		2x / 3x

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

(2)

The contractual life of the options is based on the option grant letter.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the contractual life of the options.

(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

(5)

The post vesting forfeiture rate was based on our historical statistical data. 4.5% and 5.0% was applied to options granted to general staff as of different valuation dates. 0% was applied to options granted to executive management with expectation that the executive management will not quit from the company over the contractual life of the options.

(6)

Exercise multiple is the ratio of fair value of share over the exercise price at the time which the option will be exercised, estimated based on a consideration of research study regarding exercise pattern from historical statistical data. A multiple of three was used for the executive management and a multiple of two was used for general staff.

        The key assumptions used in valuation of the non-employee stock options are summarized in the following table:

	Grants on February 1, 2011		Re-measurement on June 30, 2011		Grants on July 1, 2011
Risk-free rate of return(1)		1.89%		1.66%		1.91%
Expected term of the options(2)		4.0 years		3.59 years		4.0 years
Volatility(3)		53%		53%		53%
Expected dividend yield(4)		0%		0%		0%

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

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(2)

The expected term of the options is based on the service life / contractual life of the options.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the service life / contractual life of the options.

(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

Limited Operating History

        We began our current business operations in March 2010 and, accordingly, we have a very limited operating history upon which you can evaluate the viability and sustainability of our business. It may also be difficult to evaluate the viability of our group buying services as a business model because we may not have sufficient experience to address the risks frequently encountered by early stage companies using new business models and entering new and rapidly evolving markets. In addition, certain of our senior management and employees have worked with us for only a relatively short period of time. Our future results and performance are likely to depend on the success of our group buying services, as well as other services we may launch and that remain untested, and on the synergies that may develop among our senior management in implementing our business model.

Internal Control over Financial Reporting

        Prior to this offering, we were a private company and had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of the consolidated financial statements of Wowo Group Limited for the fiscal years ended December 31, 2009 and 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP; (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP and (iii) lack of risk assessment documentation. The significant deficiencies identified related to (i) inadequate data management of the group buying management system, or GBM; (ii) insufficient capacity of the GBM system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges. Because of these identified material weaknesses, our finance team has spent additional time and efforts in reviewing our annual and interim financial information to ensure the transactions are recorded and disclosed properly in accordance with U.S. GAAP.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. We have (i) hired a financial controller and a vice financial controller in 2011 and will continue to hire more U.S. GAAP experienced personnel and to set up the U.S. GAAP reporting team in near future to strengthen the resources in preparing the financial statements under U.S. GAAP, (ii) hired a tax director who focuses on the tax planning and compliance, (iii) improved the GBM

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system in early 2011, (iv) established a formal plan to adopt an Online Sales Return System by the end of July 2011 and (v) established formal policies on approval and review of account applications and account access. We are also in the process of (i) recruiting an internal control director who will work on the requirement of section 404 of the Sarbanes-Oxley Act of 2002 and strengthening the US GAAP reporting team by hiring more experiences personnel, (ii) preparing a comprehensive accounting manual in accordance with US GAAP and will conduct training for the relevant personnel; and (iii) preparing the risk assessment documentation, and performing the formal evaluation process for evaluating related risks based on such documentation.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. See "Risk Factors—Risks Relating to Our Business and Industry—During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective".

Results of Operations

        The following table presents selected financial data from consolidated statements of operations of Wowo Group Limited for the periods indicated. Our limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of our future performance.

		For the year ended December 31,						For the six months ended June 30,
		2009 (predecessor)			2010 (predecessor)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except EPS related)
Consolidated statement of operation data
Net revenues			—			2,633			119		15,464
Cost of revenues			—			2,179			78		14,265
Gross profit			—			454			41		1,199
Other operating income			0.7			—			—		—
Operating expenses:
	Selling and marketing		—			261			5		25,855
	General and administrative		0.8			210			9		5,770
Total operating expenses			0.8			471			14		31,625
Income/(loss) from operations			—			(17	)		27		(30,426	)
Other expenses			—			0.3			—		—
Income/(loss) before provision for income tax			(0.1	)		(17	)		—		—
Provision/(benefit) for income tax			—			40			8		(12	)
Net income/(loss)			(0.1	)		(57	)		19		(30,414	)

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Six months ended June 30, 2011 compared to six months ended June 30, 2010

Net revenues

        We commenced our current business operation in March 2010 and had minimal operations prior to that. Our net revenues increased significantly from US$0.1 million for the six months ended June 30, 2010 (predecessor) to US$15.5 million for the six months ended June 30, 2011 (successor), primarily due to the increase in the number of Wowo Coupons sold to our subscribers, which was partially attributable to the expansion of our business through our acquisition of local group buying service providers.

Cost of revenues

        Cost of revenues consists of direct costs incurred to generate our revenue, primarily the agreed-upon payments to the merchants. Our cost of revenues increased significantly from US$78,194 for the six months ended June 30, 2010 (predecessor) to US$14.3 million in the six months ended June 30, 2011 (successor), primarily due to the increase in the sales of Wowo Coupons to our subscribers.

Operating expenses

        Our total operating expenses increased significantly from US$14,344 for the six months ended June 30, 2010 (predecessor) to US$31.6 million in the six months ended June 30, 2011 (successor). The increase was primarily due to increases in selling and marketing expenses and general and administrative expenses.

•

Selling and marketing expenses consist of salaries and benefits for our marketing staff, merchant service representatives, customer service representatives and quality control staff. Selling and marketing expenses increased significantly from US$4,903 for the six months ended June 30, 2010 (predecessor) to US$25.8 million for the six months ended June 30, 2011 (successor). The increase was primarily attributable to the marketing expenses of US$12.0 million we incurred in connection with our advertising campaign and salaries and benefits for employees of US$9.7 million due to the increase in the number of our merchant consultants, quality control and merchant service representatives and editorial staff.

•

General and administrative expenses consist primarily of salaries and benefits for our management and general administrative staff. General and administrative expenses increased significantly from US$9,441 for the six months ended June 30, 2010 (predecessor) to US$5.8 million for the six months ended June 30, 2011 (successor). The increase was primarily attributable to salaries and benefits for employees of US$2.0 million due to the increase in the number of our management and general administrative staff and shared-based compensation of US$2.7 million for the six months ended June 30, 2011.

Income tax

        Our provision for income tax was US$7,873 for the six months ended June 30, 2010 (predecessor) and benefit for income tax was US$11,785 for the six months ended June 30, 2011 (successor) generated from the changes of deferred tax liabilities recognized.

Net income (loss)

        As a result of the foregoing, we had net income of US$19,243 for the six months ended June 30, 2010 (predecessor) and incurred net losses of US$30.4 million for the six months ended June 30, 2011 (successor).

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Year ended December 31, 2010 compared to year ended December 31, 2009

Net revenues

        We commenced our current business operation in March 2010 and had minimal operations prior to that. We had net revenues of US$2.6 million in 2010 (predecessor). All of the net revenues in 2010 were attributable to the sales of Wowo Coupons to our subscribers.

Cost of revenues

        Our cost of revenues was nil in 2009 (predecessor) as we commenced operations in March 2010 and had minimal operations prior to that. Our cost of revenues was US$2.2 million in 2010 (predecessor). Cost of revenue consists of direct costs incurred to generate our revenue, primarily the agreed-upon payments to the merchant clients.

Operating expenses

        Our total operating expenses were US$758 in 2009 (predecessor), before we commenced our current operations. Our total operating expenses were US$470,813 in 2010 (predecessor), representing 17.9% of the net revenue for the same period. Our operating expenses in 2010 primarily consisted of:

•

selling and marketing expenses of US$260,823, representing 9.9% of the net revenues of the same period primarily consist of salaries and benefits for our marketing staff, merchant service representatives, customer service representatives and quality control staff; and

•

general and administrative expenses of US$209,990, representing 8.0% of the net revenues of the same period primarily consist of salaries and benefits for our management and general administrative staff.

Income tax

        Our provision for income tax was US$40,071 in 2010 (predecessor), as we generated taxable income in the PRC.

Net loss

        As a result of the foregoing, we incurred net loss of US$57,178 for the year ended December 31, 2010 (predecessor).

Acquisitions

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling interests or to acquire such local group buying service providers' businesses.

        For a new company jointly established with a local group buying service provider, Beijing Wowo Tuan typically agrees to form the new entity first and then transfer 49% of the equity interest of the new entity to the selling shareholders and the key employees of the local group buying businesses, as consideration for their employment with such new entity as executives for a certain number of years after the respective date of acquisition. During the term of their employment, those shares transferred to such selling shareholders and key employees are restricted from transfer to third parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders and key employees terminate their employment during the agreed employment period. We subsequently entered into supplemental agreements with all but three of the local group buying service providers to grant share options or pay compensations to the selling shareholders and the key

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employees, subject to the satisfaction of certain conditions as specified in the supplemental agreements, instead of transferring 49% equity interest of the new entity. The table below sets forth certain information regarding such 16 acquisitions we made since December 31, 2010:

Name of acquisition target	Date of Acquisition	City of Operations	Consideration (US$)		Name of the newly formed entity	Percentage of Equity Interest Held by Beijing Wowo Tuan(1)
Shenyang 19tuan	December 31, 2010	Shengyang, Liaoning		303,030	Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		100	%
Jinan 0531tuan	December 31, 2010	Jinan, Shandong		151,515	Jinan Wuzhiwu Information Technology Co., Ltd.		100	%
Shijiazhuang Letuaner	January 2011	Shijiazhuang, Hebei		75,758	Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		100	%
Changzhou Bangketuan	January 2011	Changzhou, Jiangsu		75,758	Changzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Hunan Tuankela	January 2011	Changsha, Hunan		374,242	Hunan Wowo Tuan Information Technology Co., Ltd.		100	%(2)
Wuxi Yuzhong	February 2011	Wuxi, Jiangsu		757,576	Wuxi Yuzhong Internet Technology Co., Ltd.		100	%(2)
Shenzhen Xunjie	March 2011	Shenzhen, Guangzhou		454,545	Shenzhen Xunjie Time Media Co., Ltd.		100	%(2)
Fuzhou Baiketuan	April 2011	Fuzhou, Fujian		45,455	—		100	%(3)
Chengdu Beiguo	April 2011	Chengdu, Sichuan		424,242	Chengdu Beiguo Technology Co., Ltd.		100	%
Shanghai Yinqing	March 2011	Shanghai		403,030	—		100	%(3)
Shaoxing Tongchenggou	March 2011	Shaoxing, Zhejiang		75,758	Shaoxing Wowo Tuan Information Technology Co., Ltd.		100	%
Quanzhou Yiwantuan	April 2011	Quanzhou, Fujian		151,515	Quanzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Jilin Meimeituan	April 2011	Jilin, Jilin		151,515	Jilin Wowo Tuan Information Technology Co., Ltd.		100	%(4)
Langfang Wodetuan	April 2011	Langfang, Hebei		75,758	Langfang Wowo Tuan Internet Technology Co., Ltd.		100	%
Xiamen Shantuan	April 2011	Xiamen, Fujian		303,030	Xiamen Wowo Tuan Information Technology Co., Ltd.		100	%
Ningbo Tangtuan	April 2011	Ningbo, Zhejiang		303,030	Ningbo Wowo Tuan Information Technology Co., Ltd.		100	%(4)

(1)

Reflects the percentage of equity interest held by Beijng Wowo Tuan as of June 30, 2011, except as otherwise indicated.

(2)

We are in the process of registering the equity interest held by Beijing Wowo Tuan in the entity from 51% to 100% with local industry and commerce authorities.

(3)

The entity is in the process of being formed and the percentage reflects the percentage of equity interest to be held by Beijing Wowo Tuan after the formation of such entity, and Beijing Wowo Tuan should transfer 49% equity interest in the new entity of Fuzhou Baiketuan to the original selling shareholders and the key employees.

(4)

Beijing Wowo Tuan formed the entity and will transfer 49% equity interest of such entity to the original selling shareholders and the key employees of the acquired local group buying businesses. Beijing Wowo Tuan will hold 51% equity interest after the aforementioned transfer is completed.

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        We also acquired five local group buying businesses which we turned into branch offices of Beijing Wowo Tuan. The table below sets forth certain information regarding such five acquisitions of businesses we made since December 31, 2010:

Name of seller	Date of Purchase	City of Operations	Consideration (US$)
Shijiazhuang Jutuaner	February 2011	Shijiazhuang, Hebei		121,212
Hangzhou Zuituan	February 2011	Hangzhou, Zhejiang		80,303	(1)
Hangzhou 54 Tuanzhang	April 2011	Hangzhou, Zhejiang		303,030
Changzhou Jingcaituan	April 2011	Changzhou, Jiangsu		818,182
Guilin Haoletuan	April 2011	Guilin, Guangxi		44,318

(1)

Consideration is determined based on the future performance of the acquired business.

Liquidity and Capital Resources

        As of December 31, 2010 and June 30, 2011, we had US$180,899 and US$38,577,964 in cash and cash equivalents, respectively. Since our inception, we have funded our working capital requirements and expansion primarily through our operation. We generated positive cash flow from operations in the amount of US$612,147 for the year ended December 31, 2010 (predecessor). We expect annual cash flow from operations to remain positive in the foreseeable future. We generally use this cash flow to fund our operations and meet our other cash operating needs. Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 and the net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor). Net cash used in operating activities was US$14.4 million for the six months ended June 30, 2011 (successor).

        We believe that our current cash balance, anticipated cash flow from operations, and the net proceeds we expect to receive from this offering will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months or until we generate positive net cash from operating activities. See "Use of Proceeds." We may require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash balance is insufficient to meet our requirements, we may seek to sell additional equity securities or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

        The following table sets forth a summary of our cash flows for the periods indicated:

	For the year ended December 31,						For the six months ended June 30,
	2009 (predecessor)			2010 (predecessor)			2010 (predecessor)			2011 (Successor)
	(US$ in thousands)
Net cash provided by (used in) operating activities		(1	)		612			(11.8	)		(14,418	)
Net cash used in investing activities		—			(139	)		(0.1	)		(5,777	)
Net cash provided by (used in) financing activities		2			(300	)		11.7			58,693
Effect of exchange rate changes		—			3			—			(101	)
Cash at the beginning of the period		4			5			5.1			181
Cash at the end of the period		5			181			4.9			38,578

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Net cash provided by (used in) operating activities

        Net cash used in operating activities was US$14.4 million for the six months ended June 30, 2011 (successor), which primarily consisted of accrued expenses and other current liabilities of US$11.1 million primarily attributable to unpaid salary and welfare of US$6.8 million and unpaid advertisements of US$4.5 million, deferred revenue of US$7.5 million attributable to the payment received by us for unredeemed coupons, accounts payable of US$5.0 million attributable to obligations to our merchant clients as a result of our operations, and share-based compensation of US$2.9 million, partially offset by prepaid expenses and other current liabilities of US$10.9 million primarily attributable to the prepayment to our merchant clients of US$8.0 million and the deposits for office rental of US$1.1 million, and a net loss for operation of US$30.4 million.

        Net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor), which primarily consisted of an account payable of US$480,534 attributable to obligations to our merchant clients as a result of our operations and accrued expenses and other current liabilities of US$293,220 primarily attributable to unpaid salary and welfare, partially offset by accounts receivable of US$102,821 representing payments receivable from third-party payment processors, and a net loss from operation of US$57,178.

        Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 (predecessor).

Net cash used in investing activities

        Net cash used in investing activities was US$5.8 million for the six months ended June 30, 2011 (successor), which primarily consisted of purchase of property and equipment of US$3.4 million, and cash payments of acquisitions of businesses of US$2.3 million.

        Net cash used in investing activities for the year ended December 31, 2010 (predecessor) was US$138,861, consisting primarily of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455.

        We did not use any cash in investing activities in the year ended December 31, 2009.

Net cash provided by (used in) financing activities

        Net cash provided by financing activities was US$58.7 million for the six months ended June 30, 2011 (successor), which primarily consisted of proceeds from issuance of Series A-2 convertible redeemable preferred shares of US$32.0 million, and proceeds from issuance of ordinary shares of US$11.0 million.

        Net cash used in financing activities for the year ended December 31, 2010 (predecessor) was US$300,297, which primarily consisted of an advance to a related party of US$446,882, and was partially offset by an advance for a planned capital injection of US$145,974.

        Net cash provided by financing activities in the year ended December 31, 2009 (predecessor) was US$1,683.

        We estimate that we will receive net proceeds of approximately US$             million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$            per ADS. Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in a decrease of RMB             million (US$             million) of the net proceeds from this offering. Conversely, a 10% depreciation of the RMB against the U.S. dollar, from a rate of RMB            to

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US$1.00 to a rate of RMB            to US$1.00, will result in an increase of RMB             million (US$ million) of the net proceeds from this offering.

Capital Expenditures

        We made capital expenditure of US$5.8 million for the six months ended June 30, 2011 (successor), which primarily consisted of the purchase of property and equipment for US$3.4 million and payments for acquisitions of businesses for US$2.3 million. We made capital expenditures of US$138,861 for the year ended December 31, 2010 (predecessor), which primarily consisted of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455. We did not make any capital expenditures for the year ended December 31, 2009 (predecessor). We expect our capital expenditures for the remaining six months in 2011 to primarily consist of the acquisition of the purchase of property and equipment.

Contractual Obligations

        We have entered into operating lease agreements primarily for our office spaces in China. These leases will expire in the end of 2011 and are renewable by negotiation. We entered into two acquisition agreements as of December 31, 2010 for Shijiazhuang Letuaner and Changzhou Bangketuan, which acquisitions were completed in 2011. The following table sets forth our contractual obligations and commercial commitments as of December 31, 2010:

	Payments Due by Period
	Total		2011		2012-2013		2014-2015		2016 and thereafter
	(US$)
Operating lease agreements		51,493		51,493		—		—		—
Consideration for business acquisition		151,515		151,515		—		—		—
Total		203,008		203,008		—		—		—

Holding Company Structure

        We are a holding company with no material operations of our own. We conduct our operations primarily through our wholly owned subsidiary in China, Wowo Shi Jie, and our consolidated affiliated entities in China. Under PRC law, Wowo Shi Jie and each of our consolidated affiliated entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. Wowo Shi Jie is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

        After the 13 subsidiaries of Beijing Wowo Tuan make appropriations for their respective statutory reserves and retain any profits, each of their remaining net profits are distributable to Beijing Wowo Tuan, in the form of an RMB dividend. Pursuant to the contractual arrangements between Wowo Shi Jie and Beijing Wowo Tuan, Beijing Wowo Tuan's earnings and cash (including dividends received from its subsidiaries) are used to pay service and license fees in RMB to Wowo Shi Jie, in the manner and amount set forth in these agreements. After paying the withholding taxes applicable to Wowo Shi Jie's revenue and earnings, making appropriations for its statutory reserve requirement and retaining any profits from accumulated profits, the remaining net profits of Wowo Shi Jie would be available for distribution to its sole shareholder, Wowo Holding Limited, and from Wowo Holding Limited to us, although we have not, and do not have any present plan to make such distributions. As of            , the

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net assets of Wowo Shi Jie and our consolidated affiliated entities which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, was in aggregate US$             million, and the net assets of Wowo Shi Jie and our consolidated affiliated entities which were unrestricted and thus available for distribution was in aggregate US$             million. We do not believe that these restrictions on the distribution of our net assets will have a significant impact on our ability to timely meet our financial obligations in the future.

Off-Balance Sheet Commitments and Arrangements

        We do not currently have any outstanding off-balance sheet arrangements or commitments. We have no plans to enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or commitments.

Inflation

        Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the annual average percentage changes in the consumer price index in China for 2009 and 2010 were of -0.7% and of +3.3%, respectively. The year-over-year percentage changes in the consumer price index for January 2009, 2010 and 2011 were increases of +1.0%, +1.5% and +4.9%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

        Currently all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

        The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the revised policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy resulted in a more than 20% appreciation of the RMB against the U.S. dollar in the following three years. Since July 2008, however, the RMB has traded within a narrow range against the U.S. dollar. As a consequence, the RMB has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 20, 2010, the People's Bank of China announced that the PRC government would further reform the RMB exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the RMB exchange rate. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us.

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Interest Risk

        Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank accounts. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

Recent Accounting Pronouncements

        In June 2011, the Financial Accounting Standards Board, or FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of this pronouncement to will have a significant effect on our financial position, results of operations or cash flow.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma condensed consolidated financial information for the year ended December 31, 2010 is derived from the audited financial statements of (1) Wowo Group Limited for the year ended December 31, 2010; (2) Shenyang 19tuan for the period from June 12, 2010 (business commencement date) to December 30, 2010; (3) Jinan 0531tuan for the period from August 6, 2010 (inception date) to December 30, 2010; (4) Shijiazhuang Chuanglian Technology Co., Ltd. for the year ended December 31, 2010; (5) Changzhou Bangketuan for the year ended December 31, 2010; (6) Wuxi Yuzhong Internet Technology Co., Ltd. for the year ended December 31, 2010; (7) Shenzhen Xunjie Times Media Co., Ltd. for the period from May 5, 2010 (inception date) to December 31, 2010; (8) Fuzhou Baiketuan for the year ended December 31, 2010; (9) Chengdu Beiguo Technology Co., Ltd. for the period from August 20, 2010 (inception date) to December 31, 2010; (10) Shanghai Yinqing Advertising Co., Ltd. for year ended December 31, 2010; (11) Beijing Kaiyishidai Network Technology Co., Ltd. for the period from September 27, 2010 (inception date) to December 31, 2010; (12) Xiamen Shantuan for the period from May 17, 2010 (inception date) to December 31, 2010; (13) Changzhou Jingcaituan for the period from August 2, 2010 (inception date) to December 31, 2010; (14) Ningbo Tangtuan for the period from June 13, 2010 (inception date) to December 31, 2010; (15) Langfang Wodetuan for the period from October 18, 2010 (inception date) to December 31, 2010, all appearing elsewhere in the prospectus, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The following unaudited pro forma condensed consolidated financial information as of and for the period ended June 30, 2011 is derived from the unaudited condensed consolidated financial statements of (1) Wowo Group Limited as of and for the six-month period ended June 30, 2011; (2) Wuxi Yuzhong Internet Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (3) Shenzhen Xunjie Times Media Co., Ltd. for the period from January 1, 2011 to the acquisition date; (4) Fuzhou Baiketuan for the period from January 1, 2011 to the acquisition date; (5) Chengdu Beiguo Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (6) Shanghai Yinqing Advertising Co., Ltd. for the period from January 1, 2011 to the acquisition date; (7) Beijing Kaiyishidai Network Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (8) Changzhou Jingcaituan for the period from January 1, 2011 to the acquisition date; (9) Ningbo Tangtuan for the period from January 1, 2011 to the acquisition date; (10) Langfang Wodetuan for the period from January 1, 2011 to the acquisition date, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The preparation of the unaudited pro forma condensed consolidated balance sheet and statements of operations appearing below is based on financial statement prepared in accordance with U.S. GAAP. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. The objective of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 is to provide information on the impact of the acquisitions of online group buying business including Shenyang 19tuan and Jinan 0531tuan in December 2010, Shijiazhuang Chuanglian Technology Co., Ltd. and Changzhou Bangketuan in January 2011, Wuxi Yuzhong Internet Technology Co., Ltd. in February 2011, Shenzhen Xunjie Times Media Co., Ltd. and Shanghai Yinqing Advertising Co., Ltd. in March 2011, and Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Beijing Kaiyishidai Network Technology Co. Ltd., Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan and Langfang Wodetuan in April 2011.

        The objective of the unaudited pro forma condensed consolidated statements of operations for the six-month period ended June 30, 2011 is to provide information on the impact of the acquisitions of online group buying businesses including Wuxi Yuzhong Internet Technology Co., Ltd. in February 2011, Shenzhen Xunjie Times Media Co., Ltd. and Shanghai Yinqing Advertising Co., Ltd. in March 2011, Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Beijing Kaiyishidai Network

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Technology Co. Ltd., Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan and Langfang Wodetuan in April 2011.

        We refer these online group buying businesses collectively as the Acquired Businesses.

        The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses.

        The unaudited pro forma condensed consolidated balance sheet as of June 30, 2011 presents adjustments as if the remaining noncontrolling interest of Wuxi Yuzhong Internet Technology Co. Ltd. and Chengdu Beiguo Technology Co., Ltd. were acquired on June 30, 2011.

        The unaudited pro forma condensed consolidated statement of operations for the six-month period ended June 30, 2011 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on January 1, 2011.

        The following unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with our audit consolidated statements of operations for the year ended December 31, 2010 and unaudited condensed consolidated balance sheet and statements of operations as of and for the six-month period ended June 30, 2011 and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        While the unaudited pro forma condensed consolidated financial information is helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed as if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the unaudited pro forma condensed consolidated statement of operations all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods.

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Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the year ended December 31, 2010
		Wowo Group Limited			Pro forma Combined Statement of Operations of Acquired Businesses(4)			Pro forma Adjustments			Note		Pro forma
		(US$)
Net revenues			2,633,522			10,624,206			—					13,257,728
Cost of revenues			(2,179,120	)		(8,875,891	)		(153,343	)		(1)		(11,208,354	)
Gross profit			454,402			1,748,315			(153,343	)				2,049,374
Operating expenses:
	Selling and Marketing		(260,823	)		(808,766	)		(146,016	)		(1)		(1,215,605	)
	General and administrative		(209,990	)		(1,125,916	)		(12,521	)		(1)		(1,348,427	)
Total operating expenses			(470,813	)		(1,934,682	)		(158,537	)				(2,546,032	)
Loss from operations			(16,411	)		(186,367	)		(311,880	)				(514,658	)
Interest income			—			1,608			—					1,608
Other income			(296	)		(514	)		—					(810	)
Loss before provision for income tax			(16,707	)		(185,273	)		(311,880	)				(513,860	)
Provision (benefit) for income tax			40,471			73,222			(43,946	)		(1)		69,747
Net loss			(57,178	)		(258,495	)		(267,934	)				(583,607	)
Net loss attributable to noncontrolling interest			—			—			168,063			(2)		168,063
Net loss attributable to Wowo Group Limited shareholder			(57,178	)		(258,495	)		(99,871	)				(415,594	)
Net loss per ordinary share
Basic			—											—
Diluted			—											—
Weighted average shares used in calculating net loss per ordinary share
Basic			300,000,000											300,000,000
Diluted			300,000,000											300,000,000

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Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the six-month period ended June 30, 2011
		Wowo Group Limited			Pro forma Combined Statement of Operations of Acquired Businesses(4)			Pro forma Adjustments			Note		Pro forma
		(US$)
Net revenues			15,464,491			4,104,931			—					19,569,422
Cost of revenues			(14,265,472	)		(3,462,947	)		(12,801	)		(1)		(17,741,220	)
Gross profit			1,199,019			641,984			(12,801	)				1,828,202
Operating expenses:
	Selling and Marketing		(25,855,240	)		(792,397	)		(50,675	)		(1)		(26,698,312	)
	General and administrative		(5,770,114	)		(498,705	)		(76,608	)		(1)(3)		(6,345,427	)
Total operating expenses			(31,625,354	)		(1,291,102	)		(127,283	)				(33,043,739	)
Loss from operations			(30,426,335	)		(649,118	)		(140,084	)				(31,215,537	)
Other income			—			774,866			—					774,866
(Loss) income before provision for income tax			(30,426,335	)		125,748			(140,084	)				(30,440,671	)
Provision (benefit) for income tax			(11,785	)		11,596			(3,880	)		(1)		(4,069	)
Net (loss) income			(30,414,550	)		114,152			(136,204	)				(30,436,602	)
Less:
Net (loss) income attributable to noncontrolling interest			(422,496	)		—			412,420			(2)		(10,076	)
Net (loss) income attributable to Wowo Ltd.'s shareholder			(29,992,054	)		114,152			(548,624	)				(30,426,526	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			177,790			—			—					177,790
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			427,687			—			—					427,687
Net income/(loss) attributable to holders of ordinary shares of Wowo Limited			(30,597,531	)		114,152			(548,624	)				(31,032,003	)
Net income/(loss) per ordinary shares
	Basic		(0.10	)										(0.10	)
	Diluted		(0.10	)										(0.10	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			0.07											0.07
Net income per Series A-2 convertible redeemable preferred shares—Basic			0.06											0.06
Weighted average shares used in calculating net loss per ordinary share
	Basic		317,269,456											317,269,456
	Diluted		317,269,456											317,269,456

88

Unaudited Pro forma Condensed Consolidated Balance Sheet

	As of June 30, 2011
	Wowo Group Limited			Pro forma Adjustment			Note			Pro forma
	(US$)
Assets
Current assets:
Cash and cash equivalents		38,577,964			(252,185	)		(5	)		38,325,779
Accounts receivable		242,998									242,998
Prepaid expenses and other current assets		11,552,861									11,552,861
Amount due from RPT		648,472									648,472
Total current assets		51,022,295			(252,185	)					50,770,110
Property and equipment, net		3,609,444									3,609,444
Intangible assets, net		1,696,627									1,696,627
Goodwill		7,010,014									7,010,014
Total Assets		63,338,380			(252,185	)					63,086,195
Liabilities and Stockholders' (Deficit) Equity
Current liabilities:
Accounts payable		5,964,123									5,964,123
Accrued expenses and other current liabilities		23,586,533									22,586,533
Deferred revenue		7,608,386									7,608,386
Amount due to related parties		232,072									232,072
Income tax payable		49,168									49,168
Total current liabilities		36,440,282									36,440,282
Deferred tax liability, non-current		227,895									227,895
Total Liabilities		36,668,177									36,668,177
Series A-1 Preferred Shares		5,159,717									5,159,717
Series A-2 Preferred Shares		32,312,022									32,312,022
Deficit
Ordinary shares		3,239									3,239
Additional paid-in capital		18,499,309			509,100			(5	)		19,008,409
Accumulated deficit		(30,653,385	)								(30,653,385	)
Accumulated other comprehensive income		(191,671	)								(191,671	)
Total Wowo Group Limited' Deficit		(12,342,508	)		509,100						(11,833,408	)
Noncontrolling interests		1,540,972			(761,285	)		(5	)		779,687
Total Deficit		(10,801,536	)		(252,185	)					(11,053,721	)
Total Liabilities, Preferred Shares and Deficit		63,338,380			(252,185	)					63,086,195

89

Pro forma Adjustments

(1)

Adjustments comprise of the following

•

Adjustments of US$194,375 and US$71,960 reflects amortization of intangible assets as if the Acquired Businesses were acquired on the earliest of beginning of the fiscal year, the inception date or business commencement date of the Acquired Businesses and included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010 and for the six months period ended June 30, 2011, respectively. Tax effects of amortization charges of $14,570 and $3,880 were adjusted based on respective statutory tax rate of 25% and included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010 and for the six months period ended June 30, 2011, respectively.

•

Beijing Wowo Tuan was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Mr. Maodong Xu and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, Beijing Wowo Tuan has applied the push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill was reflected in the consolidated balance sheet of Wowo Group Limited as of December 31, 2010, including elsewhere in this prospectus. Accordingly, adjustments of US$117,505 reflects amortization of intangible assets of Wowo Group Limited as if push down accounting to the transaction applies on January 1, 2010. Tax effects of amortization charges of US$29,376 were adjusted based on respective statutory tax rate of 25%. These adjustments included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010.

•

The adjustments of the amortization of intangible assets as described above are included in the pro forma as follows:

	December 31, 2010		June 30, 2011
	(US$)
Cost of revenues		153,343		12,801
Selling and marketing		146,016		50,675
General and administrative		12,521		8,484
		311,880		71,960

Tax effects of amortization charges of US$43,946 and US$3,880 were adjusted based on respective statutory tax rate of 25% for the year ended December 31, 2010 and the six-month period ended June 30, 2011, respectively.

90

(2)

Adjustments of US$168,063 and US$(412,420) reflect a net loss and a net income attributable to noncontrolling interests which are due to the operating results of Acquired Businesses for the year ended December 31, 2010 and the period from January 1, 2011 to acquisition date, respectively.

	December 31, 2010			June 30, 2011
	(US$)
Wuxi Yuzhong		48,352			(141,885	)
Shenzhen Xunjie		3,762			91,741
Chengdu Beiguo		(29,342	)		1,388
Shanghai Yinqing		145,291			(363,664	)
		168,063			(412,420	)

(3)

The adjustment of US$68,124 was compensation expenses for the period from January 1, 2011 to the acquisition date in connection with the acquisition of Fuzhou Baiketuan, Langfang Wodetuan, Ningbo Tangtuan and Xiamen Shantuan. Beijing Wowo Tuan promised to transfer 49% equity interest of the newly incorporated company to those companies' certain key employees for their continuing employment for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the shares is contingent upon the employees providing three years of services.

The following table summarizes the fair values of the assets acquired and liabilities assumed for the significant acquisitions consummated in 2011.

					Amortization period
Net tangible assets acquired		US$	1,536,692
Intangible assets:
	Trade name/domain name		469,394			10 years
	User base		293,439			2 years
	Operating system		51,623			3 years
	Customer relationship		19,545			6 years
Deferred tax liabilities			(109,243	)
Goodwill			3,954,735
Noncontrolling interests			(1,722,246	)
Total consideration		US$	4,493,939

Noncontrolling interests arose as a result of following acquisitions:

Wuxi Yuzhong	US$	623,636
Shenzhen Xunjie		433,239
Chengdu Beiguo		278,146
Shanghai Yinqing		387,225
	US$	1,722,246

The purchase price allocation and intangible asset valuations described above were based on management estimation with the assistance of a third party valuation firm. The valuation utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. We have incorporated certain assumptions which included cash flow and replacement costs.

91

Detail information of each of the significant acquisition is as follows:

a)

Acquisition of Wuxi Yuzhong

This reflects the purchase price allocation in relation to the acquisition of 51% equity interest in Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") that was consummated in February 2011. Beijing Wowo Tuan newly injected capital of US$303,030 (RMB2 million) into Wuxi Yuzhong, and paid US$454,546 (RMB3 million) to Wuxi Yuzhong's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Wuxi Yuzhong. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$757,576 (RMB5 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	186,634
Acquired intangible assets		190,000
Deferred tax liabilities		(47,500	)
Goodwill		1,052,078
Noncontrolling interests		(623,636	)
Total consideration	US$	757,576

The intangible assets include domain name, user base and operating system.

b)

Acquisition of Shenzhen Xunjie

This reflects the purchase price allocation in relation to the acquisition of 51.2% equity interest in Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of US$454,545 (RMB3 million) to Shenzhen Xunjie to acquire 51.2% equity interest of Shenzhen Xunjie. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$454,545 (RMB3 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	410,554
Goodwill		477,230
Noncontrolling interest		(433,239	)
Total consideration	US$	454,545

c)

Acquisition of Fuzhou Baiketuan

This reflects the purchase price allocation in relation to the acquisition of 100% business of Fuzhou Baiketuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees for their continuing employment with Fuzhou Baiketuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

92

The purchase price of US$45,455 (RMB0.3 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	4,015
Acquired intangible assets		41,364
Goodwill		76
Total consideration	US$	45,455

The intangible assets include domain name, user base and operating system.

d)

Acquisition of Chengdu Beiguo

This reflects the purchase price allocation in relation to the acquisition of 60.4% equity interest in Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") that was consummated in April 2011. Beijing Wowo Tuan newly injected capital of US$181,818 (RMB1.2 million) into Chengdu Beiguo , and paid US$242,424 (RMB1.6 million) to Chengdu Beiguo's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 60.4% equity interest of Chengdu Beiguo. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$424,242 (RMB2.8 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	249,707
Acquired intangible assets		125,152
Deferred tax liabilities		(31,288	)
Goodwill		358,817
Noncontrolling interest		(278,146	)
Total consideration	US$	424,242

The intangible assets include domain name, user base and operating system.

e)

Acquisition of Shanghai Yinqing

This reflects the purchase price allocation in relation to the acquisition of 51% equity interest in Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of US$303,030 (RMB2 million) into Shanghai Yinqing, and paid US$100,000 (RMB0.66 million) to Shanghai Yinqing's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Shanghai Yinqing. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$403,030 (RMB2.66 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	391,356
Goodwill		398,899
Noncntrolling interest		(387,225	)
Total consideration	US$	403,030

93

f)

Acquisition of Beijing Kaiyishidai

This reflects the purchase price allocation in relation to the acquisition of 100% equity interest of Beijing Kaiyishidai Network Technology Co., Ltd. ("Beijing Kaiyishidai") that was consummated in April 2011. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$909,091 (RMB6 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	17,592
Acquired intangible assets		121,818
Deferred tax liabilities		(30,455	)
Goodwill		800,136
Total consideration	US$	909,091

The intangible assets include domain name, customer relationship, user base and operating system.

g)

Acquisition of Langfang Wodetuan

This reflects the purchase price allocation in relation to the acquisition of Langfang Wodetuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$75,758 (RMB0.5 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	4,741
Acquired intangible assets		27,576
Goodwill		43,441
Total consideration	US$	75,758

The intangible assets include domain name, user base and operating system.

h)

Acquisition of Xiamen Shantuan

This reflects the purchase price allocation in relation to the acquisition of 100% interest of Xiamen Shantuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Xiamen Shantuan to the original shareholder and the key employees for their continuing employment with Xiamen Shantuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

94

The purchase price of US$303,030 (RMB2 million) is comprised of cash payment only and is allocated as follows:

Net liabilities acquired	US$	(10,501	)
Acquired intangible assets		108,394
Goodwill		205,137
Total consideration	US$	303,030

The intangible assets include domain name, user base and operating system.

i)

Acquisition of Changzhou Jingcaituan

This reflects the purchase price allocation in relation to the acquisition of 100% interest of Changzhou Jingcaituan that was consummated in April 2011. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$818,182 (RMB5.4 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	279,261
Acquired intangible assets		131,818
Goodwill		407,103
Total consideration	US$	818,182

The intangible assets include domain name, user base and operating system.

j)

Acquisition of Ningbo Tangtuan

This reflects the purchase price allocation in relation to the acquisition of 100% interest Ningbo Tangtuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employees for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$303,030 (RMB2million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	3,333
Acquired intangible assets		87,879
Goodwill		211,818
Total consideration	US$	303,030

The intangible assets include domain name, user base and operating system.

95

(4)    Historical financial information of the Acquired Businesses is as follows:

        Statement of operation for the period from the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses:

		For the year ended December 31, 2010
		Acquired businesses
		Shenyang 19 tuan		Jinan 0531 tuan		Shijiazhuang Chuanglian Technology Co., Ltd.			Wuxi Yuzhong Internet Technology Co., Ltd.			Shenzhen Xunjie Times Media Co., Ltd.			Fuzhou Baiketuan		Chengdu Beiguo Technology Co., Ltd.		Shanghai Yinqing Advertising Co., Ltd.			Beijing Kaiyishidai Network Technology Co., Ltd.		Langfang Wodetuan		Changzhou Jingcaituan		Changzhou Bangketuan		Xiamen Shantuan			Ningbo Tangtuan			Total acquired business
		(US$)
Net revenues			557,428		785,772		777,774			1,296,305			662,877			285,361		1,121,553		1,231,737			65,210		410,619		1,245,805		450,644		1,035,692			697,429			10,624,206
Cost of revenues			468,678		673,675		575,425			1,110,086			526,771			236,950		970,857		935,110			22,265		327,439		1,114,373		373,368		910,777			630,117			8,875,891
Gross profit			88,750		112,097		202,349			186,219			136,106			48,411		150,696		296,627			42,945		83,180		131,432		77,276		124,915			67,312			1,748,315
Operating expenses:
	Selling and Marketing		21,546		15,746		87,184			49,598			78,222			11,597		12,923		313,363			14,797		19,382		41,068		26,864		61,962			54,514			808,766
	General and administrative		32,318		6,748		121,407			235,322			65,593			32,042		48,857		279,777			22,195		29,073		61,603		45,369		93,569			52,043			1,125,916
Total operating expenses			53,864		22,494		208,591			284,920			143,815			43,639		61,780		593,140			36,992		48,455		102,671		72,233		155,531			106,557			1,934,682
Income/(Loss) from operations			34,886		89,603		(6,242	)		(98,701	)		(7,709	)		4,772		88,916		(296,513	)		5,953		34,725		28,761		5,043		(30,616	)		(39,245	)		(186,367	)
Interest income			—		—		1,101			274			—			—		—		—			—		—		233		—		—			—			1,608
Other expense			—		—		(148	)		(250	)		—			—		—		—			—		—		—		—		(116	)		—			(514	)
Loss before provision for income tax			34,886		89,603		(5,289	)		(98,677	)		(7,709	)		4,772		88,916		(296,513	)		5,953		34,725		28,994		5,043		(30,732	)		(39,245	)		(185,273	)
Provision for income tax			8,721		22,401		—			—			—			1,193		22,229		—			1,488		8,681		7,248		1,261		—			—			73,222
Net income/(net loss)			26,165		67,202		(5,289	)		(98,677	)		(7,709	)		3,579		66,687		(296,513	)		4,465		26,044		21,746		3,782		(30,732	)		(39,245	)		(258,495	)

96

        Statement of operation for the period from January 1, 2011 to the respective acquisition dates of the Acquired Businesses.

		For the six-month period ended June 30, 2011
		Acquired Businesses
		Shenzhen Xunjie			Wuxi Yuzhong			Chengdu Beiguo			Fuzhou Baiketuan			Shanghai Yinqing			Beijing Kaiyishidai			Changzhou Jingcaituan			Langfang Wodetuan			Ningbo Tangtuan			Xiamen Shantuan			Total acquired business
		(US$)
Net revenues			246,935			372,020			746,882			314,897			117,143			68,407			667,184			259,771			675,348			636,344			4,104,931
Cost of revenues			(180,970	)		(331,227	)		(642,587	)		(282,775	)		(81,745	)		(15,399	)		(591,486	)		(216,238	)		(598,255	)		(522,265	)		(3,462,947	)
Gross profit			65,965			40,793			104,295			32,122			35,398			53,008			75,698			43,533			77,093			114,079			641,984
Operating expenses:
	Selling and Marketing		(138,387	)		(123,045	)		(108,433	)		(19,005	)		(46,701	)		(38,674	)		(183,814	)		(8,489	)		(52,347	)		(73,502	)		(792,397	)
	General and administrative		(115,572	)		(73,080	)		(72,289	)		(8,145	)		(17,193	)		(16,476	)		(150,040	)		(12,734	)		(22,435	)		(10,741	)		(498,705	)
Total operating expenses			(253,959	)		(196,125	)		(180,722	)		(27,150	)		(63,894	)		(55,150	)		(333,854	)		(21,223	)		(74,782	)		(84,243	)		(1,291,102	)
(Loss) income from operations			(187,994	)		(155,332	)		(76,427	)		4,972			(28,496	)		(2,142	)		(258,156	)		22,310			2,311			29,836			(649,118	)
Other income			—			—			—			—			774,866			—			—			—			—			—			774,866
(Loss) income before provision for income tax			(187,994	)		(155,332	)		(76,427	)		4,972			746,370			(2,142	)		(258,156	)		22,310			2,311			29,836			125,748
Provision for income tax			—			—			—			1,243			4,198			—			—			5,577			578			—			11,596
Net (loss) income			(187,994	)		(155,332	)		(76,427	)		3,729			742,172			(2,142	)		(258,156	)		16,733			1,733			29,836			114,152

(5)    The adjustment of US$509,100 in additional paid in capital represents the aggregate effect of the acquisition of the remaining 49% equity interest of Wuxi Yuzhong amounted to US$481,751, 39.6% equity interest of Chengdu Beiguo amounted to US$279,534 for total cash consideration of US$252,185 as if these acquisitions were consummated as of June 30, 2011.

97

OUR BUSINESS

Overview

        We are the leading provider of local social e-commerce services in China, focusing on group buying deals of life-style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the latest issue of the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan, and our nationwide network of over 3,000 merchant consultants and merchant service representatives in 146 cities in China as of June 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires. As of August 31, 2011, we have deployed 1,977 GEMs which we provide to selected local merchant clients during redemption periods of their featured deals free of charge. We plan to explore ways to monetize GEM in the future once its installation reaches a critical mass.

        In addition, we have recently launched Wowo Platform, which provides a group buying aggregate service to address a consumer need previously underserved by the typical group buying business model. Wowo Platform is an open platform through which group buying service providers, commissioned agents and local merchants may place their daily group buying deal offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals of life-style products and services. On a typical day, there are over 22,000 group buying deals available on Wowo Platform. In the fourth quarter of 2011, we plan to launch a new location-based service application for mobile devices, or LBS, which enables consumers to search for group buying deals or promotional offers on Wowo Platform in their immediate proximity using the GPS function on their mobile devices. We plan to explore ways to monetize Wowo Platform and LBS upon the official launch of LBS.

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        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to a market research study by Analysys International commissioned by us, or the Analysys Report, our brand recently ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$30.4 million for the year ended December 31, 2010 (predecessor) and the six months ended June 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers. Our net revenues were US$2.6 million for the year ended December 31, 2010 (predecessor) and US$15.5 million for the six months ended June 30, 2011 (successor), respectively.

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Commitment to Superior Subscriber Experience and Strong Brand Recognition.    We are committed to maintain high quality in every aspect of our services, which we believe enhances both our subscriber satisfaction and brand recognition among local merchants. Each day, we try to select the most attractive discounted local goods and service deals for our subscribers, and our editorial staff provides informative and engaging descriptions to highlight the featured group buying deals. We have a completely open return policy for unredeemed Wowo Coupons or if our subscribers are dissatisfied with their experience with us or the local merchants. We have on-the-ground merchant service representatives and quality control staff in each local market we operate to ensure subscriber satisfaction when Wowo Coupons are redeemed with local merchants. Our localized merchant consultant, merchant service and quality control teams, call center team, GEM and tailor-made service plans for local merchant clients are all measures we have taken to ensure subscriber satisfaction. To help local merchants improve the quality of their featured deals, we assist merchant clients in coming up with their deal structure at the initial stage, help the local merchant manage coupon redemption during a deal, and provide detailed analysis and feedback to them after a group buying deal is completed. In addition, we have built two centralized 24 × 7 call centers that employ advanced and scalable technology dedicated to subscriber and merchant support, respectively. Our call centers provide a variety of services, such as service and product refunds, complaint processing and general information services. In February 2011, we were the first Chinese group buying service provider to meet ISO9001 standard, an internationally recognized certificate for quality management of business published by the International Organization for Standardization. As a result of our focus on subscriber experience and satisfaction, our merchant clients have come to trust us for our quality deals. According to the Analysys Report, our brand, Wowo Tuan, ranked first among group buying service providers in seven of the eight major markets surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai, in terms of brand recognition by local merchants.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. Because of China's diversified culture and population, strong local knowledge and presence are extremely important to the long-term success of our business. According to the latest issue of the Tuan800 Report, sales of group buying deals for local services are direct indicators of a group buying service provider's local presence and overall competitive strength, as group buying deals for local

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services are more complex to operate and represent a developing trend in the group buying business in China.

        We were the leading group buying service provider of group buying deals for local services in China in terms of total transaction amount in August 2011 according to the latest issue of the Tuan800 Report. Almost all of our subscribers purchase deals offered by merchants in close proximity to where they live or work. Our local operation teams in 146 cities have extensive local knowledge and experience, which we believe provide us with a unique competitive advantage and enable us to establish a favorable working relationship with local merchants. In addition, in order to secure the best talent in certain local markets, Beijing Wowo Tuan has entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. This strategy allows us to quickly penetrate into such local market where a local group buying business leader has already emerged. We provide the local operators with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquired their in-depth knowledge of the local community and culture, their dedicated sales team and their established subscriber bases.

        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    To further strengthen our ability to provide effective and differentiated marketing solutions to local merchants, we have developed GEM which combines a table-top hardware device installed at local merchants' sites with proprietary software system. Our GEM provides two important functions to local merchants who participate in our group buying deals. First, GEM simplifies and increases the efficiency of Wowo Coupon redemption process by enabling the local merchants to process the Wowo Coupons electronically when they are submitted for redemption. The instant coupon verification reduces queues during peak business hours and improves subscriber experience. Secondly, the combination of GEM and our subscriber database provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expired. For example, our merchant clients may send short messages of promotional deals through our system to their customers who have previously participated in their group buying deals. We believe our GEM is a unique solution which differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China. Mr. Xu has over two decades of experiences in managing China-based technology companies. He founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province, between 1992 and 2000. He also founded one of the largest wireless messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platforms in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China such as Alibaba, Baidu, China Mobile, Google China and Focus Media.

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Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to Focus on Growing Subscriber Base and Enhancing Subscriber Experience by Adding New Features to Our Services.    Our brand and large subscriber base are the key factors to local merchants that make them choose to do business with us. We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, such as offline promotional events and redesigning our websites to make it more user friendly for new subscribers, among other things. In addition, we strive to maintain a high retention rate of existing subscribers by continuing to focus on maximizing subscriber satisfaction. We plan to enhance subscriber experience by improving our EDM distribution with more targeted coupon information to our subscribers based on their location and personal preferences. Moreover, we have launched and will continue to develop new social media functions on our websites to facilitate information sharing and improve subscriber experience.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    In order to build and maintain long-term relationships with our local merchant clients, we will continue to provide innovative marketing solutions to them. Our merchant consultants have first-hand knowledge of the local communities they serve, speak the local dialects, and are experts in the respective service sectors in which they specialize. We will continue to find new ways to attract additional subscribers and merchants to transact business over our websites. For example, we work closely with local food services industry associations to promote quality and safety among our local restaurant merchants. We have also designed innovative marketing programs for large multinational corporations, such as Nestle, to promote their brand by hosting charity events sponsored by them exclusively for our subscribers.

        In addition, we plan to maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers. One of the most pressing needs of local merchants is to enhance long-term returns on their advertising investments, whether through offering deeply discounted services on our websites, placing an advertisement in local newspapers, buying a banner on an Internet website or purchasing key words from Internet search service providers. The combination of our GEM devices and subscriber database enables our merchant clients to reach their target customers with new promotional deals. In the future, we plan to add additional functions to our hardware and software solutions for our local merchant clients.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We believe offering LBS-based discounted deals of life-style products and services on consumers' mobile devices will be well received by consumers and have great growth potentials in the foreseeable future. Currently, a challenge of group buying services in China is the lack of variety of available discount offerings in the proximity of a given location at a given time. We are unique among Chinese group buying service providers in offering a complementary group buying aggregation service through Wowo Platform. Wowo Platform differs from pure group buying aggregating websites in that deals offered on Wowo Plaftform are entered into by group buying service providers and commissioned agents with local merchants using our standard form contracts and under our direct quality control. We plan to introduce a great variety and choices of group buying deals to our subscribers on Wowo Platform by aggregating deals from other group buying service providers, commissioned agents and local merchants. Our local merchant clients may initiate their own promotional deals on Wowo Platform through our proprietary GEM. As a result, our LBS applications on Wowo Platform will provide more choices and deliver more relevant discounted deals to our subscribers based on their needs.

        Increase Our Market Penetration With Vertical Channel Offerings.    We have recently launched four vertical group buying channels on Wowo Tuan for travel, hotels, beauty products and services, and

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other life-style goods. We believe the vertical channels will allow our subscribers to easily find the deal information they seek. Vertical channels will also increase the number of local merchant clients we can serve beyond the ones that offer featured new deals every day. We will continue to evaluate our vertical market strategy and may expand our group buying channels to other attractive life-style products and services.

Our Business

Wowo Tuan

        Wowo Tuan provides our subscribers Wowo Coupons for "good deals everyday at very low prices" and enables local merchants to reach a large number of potential online consumers without paying any advertising fees. A typical Wowo Coupon offers our subscribers a deal at 50% to 80% off the original price. A Wowo Coupon normally has a redemption period of one to three months from the date of the deal is offered. To enhance the effectiveness of our group buying deals and provide the merchant clients who offer such deals with the most value of their investment, we only feature a limited number of new deals, typically one to five per city, or for large metropolitan areas, per district, each day on our websites. To better manage our deals and facilitate our subscribers' search, we categorize our group buying deals into four vertical channels: travel, hotels, beauty products and services, and other life-style goods. Local merchants from a wide variety of industries offer group buying deals on Wowo Tuan. The composition of our deals in terms of contribution to total revenues for 2010 was as follows: 35% for food services, 19% for beauty products and services, 19% for entertainment, 10% for retail goods, 9% for travel and hotels, and the remaining 8% for others. The composition of our deals is affected by factors such as seasonality. For example, during summer season, Wowo Coupons for movie tickets may sell better while Wowo Coupons for outdoor activities may be in higher demand during spring and fall. In choosing featured group buying deals, we take such factors into consideration and offer deals that attract a critical mass of subscribers the local merchants desire.

Case Study: Bengons Bakery in Tianjin

        The Merchant:    Bengons Bakery is a local bakery and has five stores throughout Tianjin urban area. Its brand is relatively new to consumers. The stores do not have on-site computers due to space limitations at the cashier table. Bengons wishes to use group buying to promote its brand.

        The Deal:    On August 24, 2011, our website featured the following deal in Tianjin that offered a RMB6.8 Wowo Coupon that can be redeemed for any products with a face value of RMB10 at Bengons stores between August 26, 2011 and September 16, 2011.

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        The Results:    Over 40,000 Wowo Coupons were sold. On August 29, 2011 alone, over 10,000 Wowo Coupons were redeemed. We installed GEMs at each Bengons store to expedite the coupon verification process. The GEMs greatly shortened coupon verification time and our subscribers avoided long waiting time at the cashier. Both our subscribers and Bengons were satisfied with the deal experience. In addition, Bengons gained valuable market information such as at which store our subscribers redeemed the Wowo Coupons. This information allowed Bengons to plan store-specific promotions subsequently through our database to a subset of group buying customers we have helped to attract to its stores. Our cost of revenues for each Wowo Coupon of this deal was RMB6.5, resulting in a gross profit of RMB12,153.

Wowo Platform

        Because local merchants value the focused attention of our subscribers, Wowo Tuan only offers a limited number of new deals per day per city or, for a large metropolitan area, per district. However, when our subscribers come to Wowo Tuan to look for a specific type of deal, they may not find such type of deal on a given day or at the proximity of their locations. To provide our subscribers with more varieties and choices, we have recently launched Wowo Platform. Wowo Platform is an open platform where group buying companies and commissioned agents may place their daily group buying deal offerings. Local merchants can initiate and upload their promotional deals such as e-coupons to Wowo Platform through our GEM system. Wowo Platform offers several search functions for consumers to find a deal for the exact type of product or service they seek. By the fourth quarter of 2011, we plan to launch LBS through which our subscribers can access and search group buying deals available on Wowo Platform on a typical day.

Our Guest Electronic Management System

        We recently developed the GEM system which consists of a table-top hardware device that is installed at a local merchant's cashier as well as a web-based application that a local merchant may access through the Internet. GEM is connected to our central servers via the Internet or the 3G wireless network. GEM provides two important functions to our local merchant clients who offer group buying deals on our website. First, GEM enables immediate coupon verification when our subscribers redeem Wowo Coupons with the local merchants. When popular group buying deals such as discounted movie tickets are redeemed, customers may wait in line for a long time while cashiers verify the coupon

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security code with the group buying service provider. GEM can complete the coupon verification within seconds thereby greatly reducing queue time. Second, GEM provides local merchants with interactive marketing capability for tracking user redemption activities. Through our centralized server, the local merchants may reach such existing customers with follow-up deals or promotions after their group buying deals on Wowo Tuan are completed.

        The key hardware components include a numerical key board, a two-dimensional barcode reader, a touch screen and a small printer.

        When a subscriber purchases a Wowo Coupon, an SMS message is sent to the subscriber's mobile phone. The message contains coupon information, the description of the goods or services purchased, a two-dimensional barcode and a back-up security code. When redeeming the Wowo Coupon, a subscriber can simply swipe the two-dimensional barcode on the GEM and the coupon verification is completed within seconds. In case of unexpected network failure, the local merchant may always use our service hotline to verify the Wowo Coupons with the back-up security code.

An Illustration of Two-dimensional Barcode

        The main function of our web-based software is to provide interactive marketing solutions to our merchant clients. After the expiration of a featured Wowo Coupon, the local merchant may continue to use our software to send promotional messages to group buying customers through our centralized server. We plan to offer additional interactive marketing solutions to our merchant clients to enable them to reach new customers using our data mining technology.

Our Consolidated Affiliated Entities

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. Beijing Wowo Tuan typically forms a new entity first and transfers 49% or less of the equity interest of the new entity to the selling shareholders of the local group buying businesses as considerations for their continuing employment with the new entity as executives for a certain number years after the date of acquisition. During the term of their employment, those shares transferred to the selling shareholders are restricted from transfer to third-parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders terminate their employment before the end of the required employment period. We subsequently entered into

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supplemental agreements with all but three of the local group buying service providers to grant share options or pay compensations to the selling shareholders and the key employees, subject to the satisfaction of certain conditions as specified in the supplemental agreements, instead of transferring 49% equity interest of the new entity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions."

        This strategy allows us to quickly establish a leadership presence in selected local markets by teaming up with the best local talents. In identifying these local operating teams, we evaluated nearly 300 different local group buying businesses throughout China. Our selection of these teams was based on their local market position and quality of management.

        We provide the local operating teams with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquire their in-depth knowledge of the local community and culture, their dedicated sales team and established subscriber database.

Our Subscribers and Subscriber Acquisition

        Our subscriber base at 55tuan.com has increased significantly from approximately 0.4 million as of December 31, 2010 to approximately 2.8 million as of June 30, 2011, due to our organic growth as well as the acquisition of subscribers from the local group buying service providers.

        We grow our subscriber base through word-of-mouth and online and other marketing initiatives. In the first six months of 2011, offline marketing programs, including digital outdoor media advertisements, bus advertisements and metro walkway advertisements, accounted for the majority of our advertising activities. Our marketing strategy in the early development stage of the group buying industry is to build brand awareness among consumers and local merchants. As our subscriber base continues to grow, we are spending an increasingly larger part of our advertising budget on online marketing programs such as search engine marketing, group buying portal marketing, Internet display advertisements, online promotional activities and most importantly, email direct marketing, or EDM. We believe that going forward, online marketing and our EDM operation will account for most of our advertising spending. We have invested and will continue to invest in data mining technology in order to provide the most relevant information to our subscribers through EDM.

        We also distribute our coupon deals through our online affiliates, mobile messaging applications and social networks. For example, in June 2011, we entered into a distribution agreement with Tencent to increase our reach to online consumers in China.

Our Merchant Clients

        The group buying deals we offer to our subscribers are provided by our local merchant clients. We typically do not enter into long-term contractual relationships with our local merchant clients. Our merchant consultants are responsible for developing and maintaining deal-based cooperative relationships with our local merchant clients. Our merchant clients are from a wide range of retail and service industries, including restaurants, hotels, beauty products merchants and life-style products and services providers. Since the inception of our business on March 20, 2010 to June 30, 2011, we had served approximately 14,000 local merchant clients in 146 cities throughout China. Having a large number and a wide variety of merchant clients enable us to continue to offer high-quality group buying deals to our subscribers on a daily basis.

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Our Operations

        Our organization is built to serve the needs of our subscribers and our local merchant clients. Besides administrative personnel, our operation teams include:

        Merchant Consultants.    We believe that maintaining strong relationships with our local merchant clients is critical to the long-term success of our business model. We have built a team of over 2,800 merchant consultants nationwide to develop cooperative relationships with new merchant clients and serve our existing merchant clients. Our merchant consultants are based in each local market where we operate and are responsible for providing innovative sales and marketing solutions to our local merchant clients. We place particular emphasis on our merchant consultants' local and specialized knowledge. Our merchant consultants know the local community they serve and can speak the local dialect with the local merchant clients. In addition, each merchant consultant typically focuses on a few particular business sectors, and is able to provide valuable advices to local merchants on operations and advertising strategy in his specialized business sectors.

        Quality Control Staff and Merchant Service Representatives.    Our quality control department is responsible for checking the quality of the local merchant services prior to the signing of a group buying contract and for ensuring subscriber satisfaction when they redeem Wowo Coupons. Once a contract for a group buying deal is signed, one of our merchant service representatives visits the local merchant client to introduce our services and provides a plan for the Wowo Coupon redemption process. The merchant consultant on the deal also assists the merchant before, during and after the entire coupon redemption period.

        Editorial Staff.    As local merchants in China are typically not experienced in producing high quality marketing materials on their own, our editorial department works with them to create editorial descriptions and graphic designs for the group buying deals we feature on our websites. Our editorial staff include designers who create the web presentation and descriptive content of the featured deal and professional photographers who take pictures for the web presentation at the merchants' sites. We have implemented a strict internal control and review process to ensure the quality of the content shown on our websites. Because of the cultural diversity in China, our editorial staff is based locally in the cities in which we operate, and is capable of producing editorial content based on the local culture and dialect.

        Customer Service Representatives.    Our customer service representatives in our call centers are available via phone or e-mail 24 hours a day. We have two centralized locations for our call center services, in Rizhao, Shangdong Province and in Beijing. Our customer service team provides a variety of services such as complaint processing, service or product refunds and general information services.

        Technology.    We have a team of engineers with various expertise to support our websites and our GEM operations. We devote significant resources to improve the functions of our website and create new social functions to improve the subscriber experience. By providing the most relevant discount information to our subscribers through targeted EDM using data mining technology, we can increase the efficiency of the marketing campaigns we host for our subscribers.

        Local Logistics Staff.    We outsource most of our product deliveries to local logistics companies. We offer group buying of retail goods as a means to increase subscriber stickiness to our website. As of June 30, 2011, we employed 68 local logistics personnel.

Network Security

        Our data center serves the important functions of supporting transactions on our websites. We have installed a disaster-recovery system at a separate location as a backup plan in case of unexpected network failures. We use leading commercial antivirus and firewall technology to protect and maintain

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the systems located at our data center, our offices and our local merchant clients. We use leading encryption technology to protect the safety of our data during data transmission. We have designed our website to be always available and secured using a variety of proprietary software and commerically available tools. We believe our network infrastructure is scalable and can support our growing subscriber base and transaction volume.

Competition

        The group buying business is an emerging market in China, characterized by both fast growth and intense competition. Currently, according to the latest issue of the Tuan800 Report, there were approximately 5,000 group buying service businesses in China as of August 31, 2011. We compete with other group buying platform providers, such as Lashou.com, Meituan.com, and Manzuo.com, for online user traffic. The group buying business has a low entry barrier. However, like many other Internet-based businesses, we anticipate online users will gradually converge to well-known brands, and smaller service providers will not have the subscriber bases large enough to compete with larger players for local merchants.

        We have benefited from the ongoing consolidation in the industry as capital and customers are converging to the few largest operators, and have emerged as one of the market leaders and a nationwide operator. According to the latest issue of the Tuan800 Report, we were the leading group buying service provider in China in August 2011, in terms of transaction amount of both total group buying deals and group buying deals for local services.

        We believe we are well positioned to take advantage of the industry consolidation trend to maintain our leading position in the industry. Our ability to maintain our position and market share depends on many factors, such as:

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quality of merchant clients' goods and services and subscriber satisfaction;

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our ability to retain and expand subscriber base and merchant client network;

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the number and variety of group buying deals we are able to offer;

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our reputation and brand recognition relative to our competitors; and

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the continued growth of the economy in China in general and the online service industry in particular.

        Our strong local presence and dedication to merchant services will help us continue to provide high quality group buying deals to our subscribers. Our Wowo Platform is complementary to our featured deals and will provide a great variety of group buying deals to our subscribers on a daily basis. Our GEM service is unique among group buying service providers in China and will help to improve and solidify our partnerships with local merchant clients and enhance our brand recognition among local merchants.

        As a form of advertising and marketing service, we also compete with other traditional and new media advertising and marketing firms for advertising budgets. We believe our well targeted marketing solutions will continue to gain traction with local merchants. See "Risk Factors—Risks Relating to Our Business and Industry—We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations."

Employees

        Our ability to retain experienced management and employees is critical to the success of our business. As of June 30, 2011, we had a total of 4,829 employees, consisting of 2,804 merchant

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consultants, 387 administrative and operational staff, 338 editorial staff, 239 customer service representatives, 185 quality control and merchant service representatives, 93 engineers in our technology department, 68 local logistics personnel, and 715 employees at our consolidated affiliated entities. The number of our employees has grown significantly to support the growth of our business since our inception.

        Because we aim to build one of the largest online businesses in China, we are highly committed to systematic and on-going employee training. Our internal training program, known as "Wowo University," offers our employees regular trainings in a wide variety of subjects such as industry review, business development skills, corporate culture building and case studies.

        The remuneration package of our employees includes salary, sales commissions and employee stock option programs. In accordance with applicable regulations in China, we participate in a number of social insurance schemes, namely, a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a personal injury insurance plan, and maternity insurance and a housing reserve fund for the benefit of all of our employees. We have not experienced any material labor disputes or disputes with the labor department of the PRC government since our inception.

Intellectual Property

        As of the date of this prospectus, we had received notification of the acceptance of trademarks issued by the Trademark Office of the State Administration for Industry and Commerce on 31 of our applications, and we had registered 29 domain names, including 55tuan.com and 55.com.

Facilities

        Our executive offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, China and occupy a total of 4,839 square meters. We lease our premises from unrelated third parties. In addition, we have leased office space in local cities in which we operate.

Legal Proceedings

        We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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REGULATIONS

        This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

        As the online services industry is at an early stage of development in China, new laws and regulations may be adopted from time to time that will require us to obtain additional licenses and permits in addition to those that we currently have, and will address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future Chinese laws and regulations applicable to the online services industry. See "Risk Factors—Risks Relating to Doing Business in China."

Regulation on Telecommunication and Internet Information Services

        The telecommunication industry, including the Internet sector, is highly regulated in China. Regulations issued or implemented by the State Council of China, the MIIT, and other relevant government authorities cover many aspects of the operation of telecommunication and Internet information services, including entry into the telecommunication industry, the scope of permissible business activities, licenses and permits for various business activities and foreign investment.

        The principal regulations governing the telecommunication and Internet information services that we provide in China include:

        Telecommunication Regulations (2000), or the Telecom Regulations.    The Telecom Regulations categorize all telecommunication businesses in the PRC as either "basic" or "value-added." Value-added telecommunication services are defined as telecommunication and information services provided through public network infrastructures. The "Catalog of Telecommunication Business," an attachment to the Telecom Regulations and updated by the MIIT's Notice on Adjusting the Catalog of Telecommunication Business effective from April 1, 2003, categorizes various types of telecommunication and telecommunication-related activities into basic or value-added telecommunication services. According to the "Catalog of Telecommunication Business", Internet information services, or ICP services, such as the operations of Wowo Tuan and Wowo Platform websites, are classified as value-added telecommunication businesses. Under the Telecom Regulations, commercial operators of value-added telecommunication services must first obtain an operating license for value-added telecommunication services, or the ICP license, from the MIIT or its provincial level counterparts.

        Administrative Measures on Internet Information Services (2000), or the Internet Measures.    According to the Internet Measures, a commercial Internet information service operator must obtain an ICP license from the relevant government authorities before engaging in any commercial Internet information service within China. When the Internet information service involves news, publications, education, medicine, health, pharmaceuticals, medical equipment and other industries and if required by law or relevant regulations, prior approval from the respective regulating authorities must be obtained prior to applying for the ICP license from MIIT or its local branch at the provincial level. Moreover, an Internet information service operator must display its ICP license number in a conspicuous location on its website and must monitor its website to remove categories of harmful content that are broadly defined. Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. Currently, Beijing Wowo Tuan, one of our PRC consolidated affiliated entities, holds the ICP license necessary for the operation of our www.55tuan.com website and is in the process of applying for amendment to the registration of such ICP license for the operation of www.55.com, which is the

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successor of www.jieshi.com operated by Kai Yi Shi Dai, with Beijing Communications Administration, a local branch of the MIIT. Our ICP license will expire in July 2015 and we will renew such license prior to its expiration date. In addition, as a result of our recent acquisitions we are in the process of integrating three websites operated by our consolidated affiliated entities, which have not received ICP licenses, into the 55tuan.com domain. See "Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies."

        Regulations for Administration of Foreign-Invested Telecommunication Enterprises (2008, revised), or the FITE Regulations.    The FITE Regulations set forth detailed requirements with respect to, among others, capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunication enterprise. Under the FITE Regulations, a foreign entity is prohibited from owning more than 50% of the total equity interest in any value-added telecommunication service business in China and the major foreign investor in any value-added telecommunication service business in China is required to have a good track record in such industry. Due to such restrictions and requirements, we operate our businesses through the contractual arrangements between our PRC subsidiary, Wowo Shi Jie, and our consolidated affiliated entities.

        Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunication Business (2006).    Under this circular, a domestic PRC company that holds an ICP license is prohibited from leasing, transferring or selling the ICP license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that engaged in value-added telecommunication business illegally in China. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunication services are required to be legally owned by such company and/or its shareholders. In addition, such company's operating premises and equipment should comply with its approved ICP license, and such company should establish and improve internal Internet and information security policies and standards and emergency management procedures. To comply with this circular, Beijing Wowo Tuan and Kai Yi Shi Dai, which respectively hold the ICP licenses necessary for the operation of our www.55tuan.com and www.jieshi.com websites, own the related domain names, and Beijing Wowo Tuan is in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. See "Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies."

        Under various laws and regulations governing ICP services, ICP service operators are required to monitor their websites. They may not produce, duplicate, post or disseminate any content that falls within prohibited categories and must remove any such content from their websites, including any content that:

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opposes the fundamental principles determined in China's Constitution;

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compromises state security, divulges state secrets, subverts state power or damages national unity;

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harms the dignity or interests of the State;

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incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

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sabotages China's religious policy or propagates heretical teachings or feudal superstitions;

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disseminates rumors, disturbs social order or disrupts social stability;

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propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;

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insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

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includes other content prohibited by laws or administrative regulations.

        The PRC government may shut down the websites of ICP license holders that violate any of such content restrictions and requirement, revoke their ICP licenses or impose other penalties pursuant to applicable law.

Regulations Relating to Privacy Protection

        As an Internet content provider, we are subject to regulations relating to the protection of privacy. Under the Internet Measures, Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes on the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. We believe that we are currently in compliance with these regulations in all material aspects.

Regulations Relating to Taxation

        In January 2008, the New EIT Law took effect. The New EIT Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the New EIT Law and the Implementation Rules, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign enterprise investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate.

        Under the New EIT Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident enterprises" indicated that dividends and other income paid by such PRC "resident enterprises" may be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities.

        Under the Implementation Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. The only detailed guidance currently available for the definition of "de facto management body" as well as the determination of offshore incorporated PRC tax resident and its administration are set forth in two notices, i.e. Circular 82 and Circular 45, issued by the PRC State Administration of Taxation, or the Circulars, which provide guidance on the administration as well as determination of the tax residency status of a Chinese controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or

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personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as the exercise of competent tax authorities procedures. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, a payer of China-sourced dividends, interest, royalties, etc. should not withhold 10% income tax to such Chinese controlled offshore incorporated enterprise. Although the Circulars apply only to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals such as us, the determination criteria and administration clarification made in the Circulars may reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented. There is no assurance that the PRC State Administration of Taxation will not apply the same or similar criteria as stated in the Circulars to determine whether the "de facto management body" of an offshore incorporated enterprise controlled by PRC individuals (like us) is located within the PRC in the future.

        See "Risk Factors—Risks Related to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification may result in unfavorable tax consequences to us and our non-PRC shareholders."

Regulations on Dividend Distribution

        Wholly foreign-owned companies in China, such as our PRC subsidiary, Wowo Shi Jie, may pay dividends only out of their accumulated profits after tax as determined in accordance with PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the commercial banks. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective accumulated profits after-tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the wholly foreign-owned company's registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to other funds at their discretion. These statutory reserve funds and other funds are not distributable as cash dividends.

Regulations Relating to Labor

        Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

        An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts with certain exceptions. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain exceptions. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave

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for Employees issued by the State Council in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall be compensated at three times their normal salaries for each waived vacation day.

        Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. The aforesaid measures are reiterated in the Social Insurance Law of China effective in July 2011, which stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance, occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

        We have not experienced any material labor dispute or disputes with the labor department of the PRC government since our inception.

Regulations on Foreign Exchange

SAFE Circular 75

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or central SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by PRC citizens or residents. In addition, such PRC citizens or residents must amend their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply, the onshore subsidiaries are required to report the noncompliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed initial registration with the local counterpart of SAFE in Beijing, and will apply for updated registration under SAFE Circular 75. The rest of our PRC shareholders and beneficial owners will also apply for foreign exchange registrations

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with the relevant local counterparts of SAFE under SAFE Circular 75. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with and will in the future make or obtain any applicable registrations or approvals required by SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "Risk Factors—Risks Relating to Doing Business in China—A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition."

Employee Stock Option Plans

        In December 2006, the People's Bank of China promulgated the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Regulations, setting forth the requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under the current account and the capital account. In January 2007, SAFE issued the implementation rules for the Individual Foreign Exchange Regulations which, among other things, specified the approval and registration requirement for certain capital account transactions such as a PRC citizen's participation in employee share ownership and share option plans of overseas listed companies.

        On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals' Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or any other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. Under the Foreign Currency Administration Rules, as amended, the foreign exchange proceeds of domestic entities and individuals can be remitted into China or deposited abroad, subject to the terms and conditions to be issued by SAFE. However, the implementation rules in respect of depositing the foreign exchange proceeds abroad have not been issued by SAFE. Currently, the foreign exchange proceeds from the sales of shares or dividends distributed by the overseas-listed company can be converted into RMB or transferred to such individuals' foreign exchange savings account after the proceeds have been remitted back to the special foreign currency account opened at the PRC domestic bank. If share options are exercised in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to special foreign currency accounts. We and our PRC citizen employees who have been granted share options will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. See "Risk Factors—Risks Relating to Doing Business in China—A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions."

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Regulation on Overseas Listings

        On August 8, 2006, six PRC regulatory agencies, including the CSRC, jointly promulgated the 2006 M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. Under the 2006 M&A Rules, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange.

        Although the application of the 2006 M&A Rules remains unclear to a certain extent, we believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that we are not required to obtain CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market. There remains some uncertainty as to how this regulation will be interpreted or implemented in the context of an overseas offering. If the CSRC or another PRC regulatory agency subsequently determines that approval is required for this offering, we may face sanctions by the CSRC or another PRC regulatory agency. See "Risk Factors—Risk Factors Relating to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs."

        The 2006 M&A Rules also establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. See "Risk Factors—Risks Factors Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

Regulation on Security Review System

        On February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information services, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors effective as of September 1, 2011, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides for that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that the abovesaid security review regulations do not apply to the listing and trading of our ADSs on the Nasdaq Global Market, given that we do not conduct any merger or acquisition that would subject us to the requirements of the security review regulations. We may expand our business in part by acquiring complementary businesses which may be affected by the aforesaid regulations. See "Risk Factors—Risks Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

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Product Quality Law of China

        Pursuant to the Product Quality Law of China promulgated by the National People's Congress Standing Committee in 1993 and amended in 2000 and 2009 respectively, a seller must establish and practice a check-for-acceptance system for replenishment of his stock, and examine the quality certificates and other marks and must also adopt measures to keep the products for sale in good quality. Violation of the Product Quality Law of China may result in various penalties, including the imposition of fines, suspension of business operations, revocation of business licenses and criminal liabilities.

Consumer Protection Law

        The Consumer Protection Law of China, which was promulgated by the National People's Congress Standing Committee on October 31, 1993, and became effective on 1 January 1994, prescribes that businesses like ours must comply with laws and regulations in relation to personal safety and protection of property, and customers must be provided with truthful information on the goods and services. Consumers who suffer personal injury or property damage due to product defects may demand compensation from either the manufacturer or the seller.

Tort Liability Law

        Pursuant to the Tort Liability Law of China which was promulgated by the National People's Congress Standing Committee on December 30, 2009 and became effective on July 1, 2010, producers are liable for damages caused by defects in their products and sellers are liable for damages attributable to their fault. If the defects are caused by the fault of third parties such as the transporter or storekeeper, producers and sellers are entitled to claim for compensation from these third parties after paying the compensation amount. The producers and sellers are obligated to take remedial measures such as issuing warnings or recalling the products in a timely manner if defects are found in products that are in circulation. If the products are manufactured and sold with known defects that cause death or severe personal injury to others, the injured person has the right to claim punitive compensation.

Online Commodities Trading and Relevant Services Laws and Regulations

        Interim Measures for the Administration of Online Commodities Trading and Relevant Services was promulgated by the State Administration of Industry and Commerce on May 31, 2010 and became effective on July 1, 2010. This interim measure regulates online commodities trading and relevant services engaged in by online commodity vendors and online service providers like us. Pursuant to the interim measure, legal persons, other economic organizations or sole proprietors that have registered with the administrative department in charge of industry and commerce and obtained business licenses shall, when engaging in online commodities trading and relevant services, make available to the public the information stated in their business license or the link to their business license online at a conspicuous place on their homepages or the websites where their online stores are located. Violations of the foregoing provisions are subject to a warning and order to make rectifications within a specified time limit, and in case of failure to rectify the wrongdoing within the specified time limit, a fine of no more than RMB10,000 may be imposed.

Regulation on Property Lease

        In December 2010, the Ministry of Housing and Urban-Rural Development issued the Administrative Measures for Leasing of Commodity Housing effective as of February 1, 2011. According to the Administrative Measures for Leasing of Commodity Housing, the landlords and tenants are required to enter into lease contracts which must contain specified provisions, the floor

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area per tenant may not be less than the minimum living space stipulated by the local government where the building is located, no kitchens, lavatories, balconies or basement storerooms should be rented out as residence, and the lease contract should be registered with the relevant construction or property authorities at municipal or county level within 30 days after its conclusion. If the lease contract is extended or terminated or if there is any change to the registered items, the landlord and the tenant are required to effect alteration registration, extension of registration or deregistration with the relevant construction or property authorities within 30 days after the occurrence of the extension, termination or alteration. We lease all of the premises used for our offices pursuant to leasing agreements. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. See "Risk Factors—Risks Relating to Our Business and Industry—Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations."

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth certain information relating to our directors and executive officers upon closing of this offering. The business address of each of our directors and executive officers is Building No. 9, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China.

Directors and Executive Officers	Age		Position/Title
Maodong Xu		43	Chairman of the Board of Directors, Chief Executive Officer
Wenjiang Chen		42	Director
Daniel Mingdong Wu		45	Director, Chief Financial Officer
Jianguang Wu		37	Director, Chief Technology Officer

        Mr. Maodong Xu has served as the chairman of our board of directors and the Chief Executive Officer since December 2010. Mr. Xu is the founder of L-Mobile Media Technology Co., Ltd., a leading wireless advertising service company in which Telstra acquired a majority stake in 2009. Between 2006 and 2008, Mr. Xu served as a senior vice president of Focus Media Limited after Focus Media acquired Dotad Media Limited, a China-based wireless advertising service provider founded by Mr. Xu in 2005. Mr. Xu was also the founder and CEO of Qilu Supermarket, one of the largest chain supermarkets in Shandong province in late 1990s. Mr. Xu received a bachelor's degree from Wuhan University of Technology in 1990.

        Ms. Wenjiang Chen has served as our non-executive director since May 2011. Since January 2006, Ms. Chen has been serving as the Partner of CDH Venture. From February 2001 to December 2005, she served as assistant vice president of Walden International Investment Group. From February 2000 to January 2001, Ms. Chen served as manager of the research department of China International Capital Corporation Limited. Prior to that, Ms. Chen was an investment manager of China Light Industry Fund from August 1993 to April 1998. Ms. Chen obtained a bachelor degree in International Economy from Renmin University of China in July 1992, and obtained a MBA degree from China Europe International Business School in December 1999.

        Mr. Daniel Mingdong Wu has served as our chief financial officer since January 2011. Mr. Daniel Wu has served as our director since August 4, 2011. Mr. Wu has served as a director of VanceInfo Limited since 2006. From 2009 to 2011, Mr. Wu served as a venture partner at SAIF Partners, a leading private equity firm in China. Mr. Wu served as the chief financial officer of Focus Media Limited, China's largest digital media group, between 2005 and 2009. Mr. Wu served as the chief financial officer of Harbor Networks Limited in 2004. Prior to that, he worked in media and technology investment banking in New York and Hong Kong for Merrill Lynch & Co., Inc. and Lehman Brothers Holdings Inc. Mr. Wu received a MBA degree from Columbia Business School in 1996 and a bachelor's degree (summa cum laude) from State University of New York at Buffalo in 1988.

        Mr. Jianguang Wu has served as our Chief Technology Officer since September 2011. Between 2008 and 2011, he served as the Executive Vice President of L-Mobile Media Technology Co., Ltd. Between 2007 and 2008, Mr. Wu served as the Executive Vice President of Focus Media Limited. In 2005, Mr. Wu founded Beijing Mingzhi Unlimited Information Technology Co., Ltd., and served as the Chief Technology Officer till 2007. In 2004, Mr. Wu founded Beijing eTone Infotech Co., Ltd., and served as the Chief Technology Officer till 2005. Mr. Wu received a bachelor's degree from Beijing Union University School of Information Engineering in 2000.

Duties of Directors

        Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and

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skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our                amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

        The functions and powers of our board of directors include, among others:

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convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

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issuing authorized but unissued shares;

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declaring dividends and distributions;

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exercising the borrowing powers of our company and mortgaging the property of our company;

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approving the transfer of shares of our company, including the registering of such shares; and

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exercising any other powers conferred by the shareholders' meetings or under our        amended and restated memorandum and articles of association.

Terms of Directors and Executive Officers

        We will initially have                directors,                 of whom will be independent directors, on our board of directors upon the closing of this offering. Any director on our board may be removed by way of an ordinary resolution of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by the affirmative vote of a majority of the remaining directors. All of our directors hold office until the next annual general meeting of shareholders or until their successors have been duly elected and qualified. Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by our board of directors, in which case such director holds office until the next following annual shareholders meeting.

        All of our executive officers are appointed by and serve at the discretion of our board of directors. Our executive officers are elected by and may be removed by a majority vote of our board of directors.

Board Committees

        Our board of directors will establish an audit committee and a compensation committee.

Audit Committee

        Our audit committee will initially consist of                ,                 and                .                 will be the chairman of our audit committee.                satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.                and                 satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350 and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

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selecting the independent auditor;

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pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

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annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures, any material issues raised by the most recent internal quality control

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review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

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setting clear hiring policies for employees and former employees of the independent auditors;

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reviewing with the independent auditor any audit problems or difficulties and management's response;

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reviewing and approving all related party transactions on an ongoing basis;

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reviewing and discussing the annual audited financial statements with management and the independent auditor;

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reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

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reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

•

discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

•

reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

•

discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

•

timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

•

establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

annually reviewing and reassessing the adequacy of our audit committee charter;

•

such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•

meeting separately, periodically, with management, internal auditors and the independent auditor; and

•

reporting regularly to the full board of directors.

Compensation Committee

        Our compensation committee will initially consist of        ,        , and        .        is the chairman of our compensation committee.        and        satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350.

        Our compensation committee is responsible for, among other things:

•

reviewing and approving our overall compensation policies;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors, and determining our Chief Executive Officer's compensation level based on this evaluation;

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•

determining the compensation level of our other executive officers;

•

making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation plans;

•

administering our equity-based compensation plans in accordance with the terms thereof; and

•

such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Corporate Governance

        Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We will make our code of ethics and our code of conduct publicly available on our website.

        In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our        amended and restated memorandum and articles of association.

Remuneration and Borrowing

        [The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.]

Qualification

        [There is no requirement for our directors to own any shares in our company in order for them to qualify as a director.]

Employment Agreements

        We have entered into employment agreements with each of our executive officers. We may terminate an executive officer's employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, willful misconduct to our detriment or a failure to perform agreed duties. We may also terminate an executive officer's employment under certain conditions, including, but not limited to, incapacity or disability of the officer, by a one-month prior written notice. An executive officer may terminate his or her employment with us for cause, at any time for certain reasons, or by a one-month prior written notice.

        Our executive officers have also agreed not to engage in any activities that compete with us, or to directly or indirect solicit the services of our employees, during employment or for a period of two years after termination of employment. Each executive officer has agreed to hold in strict confidence any confidential information or trade secrets of our company. Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our company as well as all material corporate and business policies and procedures of our company.

Compensation of Directors and Executive Officers

Share Incentive Plan

        We have adopted our 2011 share incentive plan to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of

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our business. The 2011 share incentive plan provides for the grant of options, restricted shares and other share-based awards, collectively referred to as "awards." Our board of directors has authorized the issuance of ordinary shares of up to 10% of the issued and outstanding share capital of our company from time to time.

        Plan Administration.    Our compensation committee, or prior to such committee's formation, our board of directors, will administer the 2011 share incentive plan. The committee or the full board of directors, as appropriate, will determine the participants to receive awards, the type and number of awards to be granted, and the terms and conditions of each award grant.

        Award Agreements.    Awards granted under our 2011 share incentive plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Unless specifically approved by our board of directors, the purchase price per share of an option shall not be less than 100% of the fair market value of the shares on the date of grant.

        Transfer Restrictions.    The right of a grantee in an award granted under our 2011 share incentive plan may not be transferred in any manner by the grantee other than by will or the laws of descent and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee.

        Option Exercise.    The term of options granted under the 2011 share incentive plan may not exceed five years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of ordinary shares underlying the option may include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any combination of the foregoing methods of payment.

        Acceleration upon a Change of Control.    If a change of control of our company occurs, (i) the compensation committee may determine that any outstanding unexercisable, unvested or lapsable awards shall automatically be deemed exercisable, vested and not subject to lapse immediately prior to the event triggering the change of control and (ii) the compensation committee may cancel such awards for fair value, provide for the issuance of substitute awards or provide that for a period of at least 15 days prior to the event triggering the change of control, such options shall be exercisable and that upon the occurrence of the change of control, such options shall terminate and be of no further force and effect.

        Termination and Amendment.    Unless terminated earlier, our share incentive plan will expire after five years. Our board of directors has the authority to amend or terminate our share incentive plan subject to shareholder approval to the extent necessary to comply with applicable laws. Shareholders' approval is required for any amendment to the 2011 share incentive plan that (i) increases the number of ordinary shares available under the 2011 share incentive plan or changes the maximum number of shares for which awards may be granted to any participant, or (ii) diminishes any of the rights of the participant under any award previously granted to such participant under the plan without such participant's consent.

        The table below sets forth, as of the date of the prospectus, the options that we granted to our directors and executive officers, under our 2011 share incentive plan:

Name	Options Awarded		Exercise Price or Purchase Price (US$/Share)		Date of Grant		Date of Expiration
Maodong Xu		2,700,000		0.4		February 1, 2011		January 31, 2016
Other individuals as a group		24,740,770		Various prices		Various dates		Various dates
Total		24,740,770

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information as of the date of this prospectus with respect to the beneficial ownership of our ordinary shares, by:

•

each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•

each of our directors and executive officers.

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The percentage of beneficial ownership for each of the persons listed below is determined by dividing (i) the number of ordinary shares beneficially owned by such person, including ordinary shares such person has the right to acquire within 60 days after the date of this prospectus, by (ii) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within 60 days after the date of this prospectus. The total number of ordinary shares outstanding as of the date of this prospectus is 380,715,708, assuming the conversion of all outstanding Series A-1 and Series A-2 Preferred Shares into ordinary shares at a conversion ratio of one preferred share to one ordinary share. The total number of ordinary shares outstanding after completion of this offering will be                , assuming no change in the number of ADSs offered by us as set forth on the cover page of this prospectus. The underwriters may choose to exercise the over-allotment option in full, in part or not at all.

	Shares Beneficially Owned Prior to This Offering					Shares Beneficially Owned After This Offering
	Number		Percent			Number	Percent
Directors and Executive Officers*:
Maodong Xu(1)		236,246,050		62.1	%
Wenjiang Chen		—		—
Daniel Mingdong Wu(2)		13,175,050		3.5	%
Jianguang Wu(3)		18,115,693		4.8	%
Principal Shareholders:
CDH Barley Limited(4)		30,803,678		8.1	%
Tianyou Investment Limited(5)		24,117,578		6.3	%

*

The address of our directors and executive officers is 108 Yi Beiyuan Road, North America Business Center, Beijing 100012, China.

(1)

representing (i) 11,286,619 ordinary shares owned by Link Crossing Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands, (ii) 10,140,342 ordinary shares owned by Milky Way Development Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands and (iii) 214,819,089 ordinary shares owned by New Field Worldwide Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(2)

representing 13,175,050 ordinary shares owned by Mountain Peak Enterprises Limited, a BVI company wholly owned by Daniel Mingdong Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

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(3)

representing 18,115,693 ordinary shares owned by Jade Investments Ventures Limited, a BVI company wholly owned by Jianguang Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(4)

representing 30,803,678 ordinary shares issuable upon conversion of 30,803,678 Series A-2 preferred shares owned by CDH Barley Limited, a British Virgin Islands company 100% beneficially owned by CDH Venture Partners II, L.P. CDH Venture GP II Company Limited, a Cayman Islands exempted limited liability company, is the general partner of CDH Venture Partners II, L.P. and has the power to direct CDH Venture Partners II, L.P. as to the voting and disposition of shares directly and indirectly held by CDH Venture Partners II, L.P. Ms. Chen Wenjiang is a member of the investment committee of CDH Venture GP II Company Limited. Ms. Chen Wenjiang disclaims beneficial ownership of any of the shares held by CDH Barley Limited except to the extent of her pecuniary interest therein. The mailing address of CDH Barley Limited is Kingston Chambers, P.O. Box 173, Road Town, British Virgin Islands.

(5)

including 16,194,332 ordinary shares and 7,923,246 ordinary shares issuable upon conversion of 7,923,246 Series A-2 Preferred shares owned by Tianyou Investment Limited, a BVI company wholly owned by Yongming Zhang, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

        As of the date of this prospectus, no ordinary share is held by record holder resident in the United States. Except as stated in the footnotes to the table above, we are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.

        None of our existing shareholders has voting rights that will differ from the voting rights of other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with Our Consolidated Affiliated Entities and Their Shareholders

        Due to certain restrictions under PRC law on foreign ownership of businesses engaged in Internet businesses, we conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Wowo Shi Jie, our consolidated affiliated entities in China, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao and their subsidiaries and shareholders. For a description of these contractual arrangements, see "Our History and Corporate Structure."

Related Party Loans and Other Payments

        Since our inception on March 20, 2010, we had the following transactions with our related parties:

        Mr. Yuming Wang, a former shareholder of Beijing Wowo Tuan, owed us US$286,328 as of June 30, 2011 in connection with certain cash payment collected by Mr. Wang on behalf of Beijing Wowo Tuan before the acquisition of Beijing Wowo Tuan by Maodong Xu and Fang Zhou on December 31, 2010. The largest amount outstanding of this loan was US$286,328 on June 30, 2011. The amount was repaid in full to us in October 2011.

        As of December 31, 2010, Beijing Baifen Tonglian Information Technology Co., Ltd., or Lmobile, a company controlled by our chairman Mr. Maodong Xu, owed us US$177,980 in connection with cash collected by Lmobile on behalf of Beijing Wowo Tuan. The largest amount outstanding was US$177,980. This amount was repaid in full by Lmobile in January 2011.

        As of June 30, 2011, Lmobile owed us US$147,204 in connection with cash pre-payment we made to Lmobile in connection with the short message services Lmobile provided to us for the notifications we sent to our subscribers through such services. The agreement was entered into at arm's-length and Lmobile charges us for each short message at a market price. The largest amount outstanding of this pre-payment was US$241,251.

        We owed Beijing Baifen Online Information Technology Co., Ltd., or Baifen Online, a company controlled by our chairman and chief executive officer, Mr. Maodong Xu, US$232,072 as of June 30, 2011 in connection with a one-time payment of office space rental fee by Baifen Online on behalf of Beijing Wowo Tuan. The largest amount outstanding of this loan was US$232,072. We repaid the loan in full in July, 2011.

        All the amount due from/to related parties are unsecured, non-interest bearing and payable on demand.

Employment Agreements

        See "Management—Employment Agreements."

Share Options

        See "Management—Compensation of Directors and Executive Officers—Share Incentive Plan."

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DESCRIPTION OF SHARE CAPITAL

        We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, and the Companies Law (2010 Revision), as amended, of the Cayman Islands, which is referred to as the Companies Law below.

        As of the date of this prospectus, our authorized share capital was US$            consisting of US$            divided into            shares of par value of US$0.01 each, comprised of            ordinary shares,            Series A-1 Preferred Shares and            Series A-2 Preferred Shares. As of the date of this prospectus, there were             ordinary shares issued and outstanding. Upon the completion of this offering, we will have            ordinary shares issued and outstanding. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will consist of ordinary shares with a par value of US$            each and            preferred shares with a par value of US$            each.

        Our            amended and restated memorandum and articles of association will become effective upon completion of this offering. The following are summaries of material provisions of our            amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

        All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our            amended and restated memorandum and articles of association do not permit us to issue bearer shares.

Dividends

        The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Law and to the            amended and restated articles of association.

Voting Rights

        Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

        An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of votes cast attached to the ordinary shares. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association.

Transfer of Ordinary Shares

        Subject to the restrictions contained in our            amended and restated articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

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        Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•

the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

•

the instrument of transfer is in respect of only one class of ordinary shares;

•

the instrument of transfer is properly stamped, if required;

•

the ordinary shares transferred are fully paid and free of any lien in favor of us;

•

any fee related to the transfer has been paid to us; and

•

the transfer is not to more than four joint holders.

        If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

Register of Members

        Under the Companies Law, each company shall cause to be kept a register of members and there shall be entered therein

•

the names and addresses of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, the amount paid, or agreed to be considered as paid, on the shares of each member;

•

the date on which the name of any person was entered on the register as a member; and

•

the date on which any person ceased to be a member.

        Any company making default with the above requirement shall incur a penalty of ten Cayman dollars for every day during which the default continues; and every director or manager of the company who knowingly and willfully authorizes or permits such contravention shall incur the like penalty.

        If the name of any person is, without sufficient cause, entered in or omitted from the register of members of any company, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved or any member of the company or the company itself may, by motion to the Grand Court of the Cayman Islands, apply for an order that the register be rectified, and the Grand Court may either refuse such application with or without costs to be paid by the applicant or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sustained. The Grand Court may decide any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally, the Grand Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register.

        We will perform the procedures necessary to register the shares in our register of members as required under the Companies Law and our            amended and restated articles of association. The depositary will initially be included in our register of members as the only holder of the ordinary shares underlying the ADSs in this offering. The shares underlying the ADSs are validly issued, fully paid and non-assessable (meaning that no further sums are payable to the Company on the said shares). The

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entry of the name of a person in our register of members as a holder of our share is prima facie evidence that legal title in the share vests in that person.

Liquidation

        On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

        Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

        Subject to the provisions of the Companies Law and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variations of Rights of Shares

        If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

General Meetings of Shareholders

        [Shareholders' meetings may be convened by a majority of our board of directors or our chairman. Additionally, on the requisition of shareholders representing not less than [40]% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting.] Advance notice of at least ten days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Election and Removal of Directors

        Unless otherwise determined by the company in the general meeting, our            amended and restated articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.

        The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or, subject to authorization by the members in the general meeting, as an addition to the existing board, but so that the number of directors so appointed will not exceed any maximum number determined from time to time by the members in general meeting.

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        Our            amended and restated articles of association provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum are appointed by shareholders by a simple majority of the votes cast on the resolution.

        A director may be removed with or without cause by a shareholder resolution which has been passed by at least a simple majority of the votes cast by the shareholders having a right to attend and vote at such meeting provided that notice of the shareholders' meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than ten days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

Proceedings of Board of Directors

        Our            amended and restated articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for the board meeting may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

        Our articles provide that the board may from time to time at its discretion exercise all powers of the company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company and, subject to the Companies Law, issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Inspection of Books and Records

        [Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our            amended and restated articles of association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See "Where You Can Find More Information."]

Changes in Capital

        We may from time to time by ordinary resolution:

•

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

•

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

•

sub-divide our existing shares, or any of them into shares of a smaller amount; or

•

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

        We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

History of Securities Issuances

        The following is a summary of the securities issuances of Wowo Group Limited in the past and have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares.

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Ordinary Shares

        On March 8, 2011, Wowo Group Limited issued 16,194,332 ordinary shares to Mr. Yongming Zhang, for total consideration of US$8,006,085 in cash.

Preferred Shares

        On April 3, 2011, Wowo Group Limited issued 5,489,604 Series A-1 Preferred Shares to Zero2IPO China Fund II L.P., for total consideration of US$5,000,000 in cash.

        On May 25, 2011 and June 8, 2011, Wowo Group Limited issued 30,803,678 and 2,053,579 Series A-2 Preferred Shares to CDH Barley Limited and Zero2IPO China Fund II L.P., respectively, for total consideration of US$30,000,000 and US$2,000,000 in cash, respectively.

        On July 5, 2011, Wowo Group Limited issued 7,923,246, 5,133,946, 4,398,225, and 1,026,789 Series A-2 Preferred Shares to Mr. Yongming Zhang, Besto Holdings Limited, Mr. Xiangqing Lin and Mr. David Tse Young Chou, respectively, for total consideration of US$7,716,526, US$5,000,000, US$4,283,474, and US$1,000,000 in cash, respectively.

Option granted

        As of August 31, 2011, We have granted to certain of our directors, officers and employees options to purchase an aggregate of 24,740,770 ordinary shares. See "Management—Share Incentive Plan."

Exempted Company

        We are an exempted company with limited liability under the Companies Law of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

•

an exempted company's register of members is not open to inspection;

•

an exempted company does not have to hold an annual general meeting;

•

an exempted company may issue no par value, negotiable or bearer shares;

•

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•

an exempted company may register as a limited duration company; and

•

an exempted company may register as a segregated portfolio company.

        "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, we currently intend to comply with the Nasdaq Listing Rules in lieu of following home country practice after the closing of this offering. The Nasdaq Listing Rules require that every company listed on the Nasdaq Global Market hold an annual general

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meeting of shareholders. In addition, our            amended and restated articles of association allow directors to call an extraordinary general meeting of shareholders pursuant to the procedures set forth in our            amended and restated articles of association.

Differences in Corporate Law

        The Companies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States.

Mergers and Similar Arrangements

        A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company's articles of association.

        A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

        The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

        Save in certain circumstances, a dissenting shareholder of a Cayman constituent company is entitled to payment of the fair value of his or her shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

        In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors (representing 75% by value) with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•

the statutory provisions as to the required majority vote have been met;

•

the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

•

the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

•

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

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        When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

        If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders' Suits

        In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

•

a company acts or proposes to act illegally or ultra vires;

•

the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

•

those who control the company are perpetrating a "fraud on the minority."

Indemnification of Directors and Executive Officers and Limitation of Liability

        Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our            amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our            amended and restated memorandum and articles of association.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

        Some provisions of our                amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

        However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

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Directors' Fiduciary Duties

        Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

        As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Proposals

        Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

        There are no statutory requirements under Cayman Islands law allowing our shareholders to requisition a shareholders' meeting. However, under our                amended and restated articles of association, on the requisition of shareholders representing not less than 40% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings. However, our                amended and restated articles of association require us to call such meetings every year.

Cumulative Voting

        Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative

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voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. As permitted under Cayman Islands law, our                amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

        Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our                amended and restated articles of association, directors may be removed by ordinary resolution.

Transactions with Interested Shareholders

        The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

        Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

        Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

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        Under the Companies Law of the Cayman Islands and our                amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting.

Variation of Rights of Shares

        Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our                amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendment of Governing Documents

        Under the Delaware General Corporation Law, a corporation's certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our                amended and restated memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders.

Rights of Non-Resident or Foreign Shareholders

        There are no limitations imposed by our                amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our                amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

        Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

Registration Rights Under Investors' Rights Agreement

        Pursuant to our shareholders' agreement entered into in June 2011, we have granted certain registration rights to holders of our registrable securities, which include our Series A-1 and A-2 preferred shares and ordinary shares convertible from our preferred shares. Set forth below is a description of the registration rights granted under this agreement.

        Demand Registration Rights.    Holders of at least 20% of the registrable securities then outstanding have the right to demand that we file a registration statement covering the offer and sale of their securities. We, however, are not obligated to effect a demand registration if, among other things, we have already effected three demand registrations. We have the right to defer filing of a registration statement for up to 90 days upon reception of request from the initiating holders if our board of directors determine in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Piggyback Registration Rights.    If we propose to file a registration statement in connection with a public offering of securities of our company other than relating to any employee benefit plan or

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corporate reorganization, then we must offer each holder of the registrable securities the opportunity to include all or any part of their shares in the registration statement. We must use our reasonable best efforts to cause the underwriters in any underwritten offering to permit any such shareholder who so requests to include their shares. Such requests for registrations are not counted as demand registrations.

        Form F-3 Registration Rights.    When we are eligible for use of Form F-3, holders of at least 20% of the registrable securities then outstanding have the right to request in written form that we file a registration statement under Form F-3. We, however, are not obligated to effect a registration on Form F-3 if, among other things, we have already effected a registration within any six-month period preceding the date of the registration request. We have the right to defer filing of a registration statement for up to 90 days upon receipt of request from the initiating holders if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Expenses of Registration.    We will pay all expenses relating to any demand, piggyback or Form F-3 registration, except for underwriting discounts and commissions relating to the sale of registrable securities, unless, subject to a few exceptions, a registration request is subsequently withdrawn at the request of the holders of registrable securities.

        Termination of Our Obligation.    Notwithstanding the foregoing, we will have no obligations to effect the demand registration, piggyback registration and Form F-3 registration with respect to any registrable securities proposed to be sold by a holder of registrable securities in a registered public offering (1) two years after the consummation of a qualified initial public offering, or (2) if, in the opinion of our counsel, all such registrable securities proposed to be sold by a holder may then be sold without registration in any 90 day period pursuant to Rule 144 under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

        Citibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.—Hong Kong, located at 10/F, Harbour Front (II), 22, Tak Fung Street, Hung Hom, Kowloon, Hong Kong.

        We appoint Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov).

        We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The first paragraph under "—Issuance of ADSs Upon Deposit of ordinary shares describe matters that may be relevant to the ownership of the ADSs sold in this offering but that may not be contained in the deposit agreement.

        Each ADS represents the right to receive            ordinary shares on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

        If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

        In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

        As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system", or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs

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through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at the relevant time.

Dividends and Distributions

        As a holder, you generally have the right to receive the distributions we make on the securities deposited with the custodian bank. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date.

Distributions of Cash

        Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the Cayman Islands laws and regulations.

        The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

        The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

        Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

        The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.

        No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

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Distributions of Rights

        Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

        The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.

        The depositary will not distribute the rights to you if:

•

We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

•

We fail to deliver satisfactory documents to the depositary; or

•

It is not reasonably practicable to distribute the rights.

        The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

        Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

        The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

        If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a holder of ordinary shares would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

        Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

        If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

        The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

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        The depositary will not distribute the property to you and will sell the property if:

•

We do not request that the property be distributed to you or if we ask that the property not be distributed to you; or

•

We do not deliver satisfactory documents to the depositary; or

•

The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

        Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

        The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

Changes Affecting Ordinary Shares

        The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

        If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs Upon Deposit of Ordinary Shares

        Upon the completion of this offering, the ordinary shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in this prospectus.

        After the completion of this offering, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and the Cayman Islands legal considerations applicable at the time of deposit.

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        The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

        When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

•

The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

•

All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.

•

You are duly authorized to deposit the ordinary shares.

•

The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement).

•

The ordinary shares presented for deposit have not been stripped of any rights or entitlements.

        If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

        As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

•

ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;

•

provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

•

provide any transfer stamps required by the State of New York or the United States; and

•

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

        To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Shares Upon Cancellation of ADSs

        As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

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        If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

        You will have the right to withdraw the securities represented by your ADSs at any time except for:

•

Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

•

Obligations to pay fees, taxes and similar charges.

•

Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

        The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

        As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. For description of the voting rights of holders of ordinary shares, see "Description of Share Capital—Voting Rights."

        At our request, the depositary will distribute to you (by mail or, if you have designated such means as acceptable, e-mail) any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.

        If the depositary bank timely receives voting instructions from a holder of ADSs, (normally 3-5 days before the date of the shareholders' meeting), it will endeavor to vote the securities (in person or by proxy or electronically) represented by the holder's ADSs in accordance with such voting instructions.

        Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner. Securities for which no voting instructions have been received will not be voted.

        If the depositary bank does not receive your voting instructions in a timely manner (normally 3-5 days before the date of the shareholders' meeting) you will nevertheless be treated as having instructed the depositary bank to give a proxy to a person we designate to vote the ordinary shares represented by your ADSs in his/her discretion. The depositary bank will deliver such discretionary proxy only if:

•

we confirm that we wish the depositary bank to issue such discretionary proxy;

•

we designate the person who is to receive such discretionary proxy;

•

we certify that the matters to be considered at the shareholders meeting do not adversely affect the rights of shareholders;

•

we certify that there exists no substantial opposition to such matters;

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•

we deliver a satisfactory opinion of counsel providing legal comfort under Cayman Islands laws on the subject of the discretionary proxy;

•

voting at the meeting is not made on a show of hands basis; and

•

we certify that we have timely distributed materials to holders of ADSs.

Fees and Charges

        As an ADS holder, you will be required to pay the following service fees to the depositary:

Service	Fees
•       Issuance of ADSs	Up to US$0.05 per ADS issued
•       Cancellation of ADSs	Up to US$0.05 per ADS canceled
•       Distribution of cash dividends or other cash distributions	Up to US$0.05 per ADS held
•       Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights	Up to US$0.05 per ADS held
•       Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
•       Depositary Services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary
•       Transfer of ADRs	US$1.50 per certificate presented for transfer

        As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).

•

Expenses incurred for converting foreign currency into U.S. dollars.

•

Expenses for cable, telex and fax transmissions and for delivery of securities.

•

Taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit).

•

Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

        Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

        The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct

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registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.

        In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

        Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

        The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary may agree from time to time.

Amendments and Termination

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

        After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of Depositary

        The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

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        The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

        The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:

•

We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.

•

The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

•

The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

•

We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

•

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit.

•

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

•

We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of [ordinary shares] but is not, under the terms of the deposit agreement, made available to you.

•

We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

•

We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

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Pre-Release Transactions

        Subject to the terms and conditions of the deposit agreement, the depositary may issue to broker/dealers ADSs before receiving a deposit of ordinary shares. These transactions are commonly referred to as "pre-release transactions," and are entered into between the depositary and the applicable broker/dealer. The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the shares on deposit in the aggregate) and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary may retain the compensation received from the pre-release transactions.

Taxes

        You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

        The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

        The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

        If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

•

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

•

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•

Hold the foreign currency (without liability for interest) for the applicable holders.

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SHARES ELIGIBLE FOR FUTURE SALE

        Upon closing of this offering, we will have        ADSs outstanding representing approximately      % of our ordinary shares. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

        Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or ADSs, and while our application has been made to list our ADSs on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by ADSs.

Lock-up Agreements

        We, our directors, executive officers, existing shareholders and certain option holders have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or our other existing shareholders or certain option holders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

        All of our ordinary shares outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

        In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•

1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately       shares immediately after this offering, or        shares if the underwriters exercise in full their option to purchase additional ADSs; and

•

the average weekly trading volume of our ADSs on the Nasdaq Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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        Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of such a sale. Pursuant to Rule 144, the 226,105,708 ordinary shares owned by Maodong Xu and an aggregate of 23,315,392 ordinary shares owned by members of our management cannot be sold without registration under the Security Act before January 11, 2012 and January 19, 2012, respectively.

        Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act. Pursuant to Rule 144, the 30,803,678 ordinary shares owned by CDH Barley Limited and the 7,923,246 ordinary shares owned by Yongming Zhang on an as-converted basis may not be sold without registration under the Security Act before December 17, 2011 and January 7, 2012, respectively.

Rule 701

        Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

        Upon closing of this offering, the holders of        of our ordinary shares or their transferees will be entitled to request that we register their ordinary shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Registration Rights Under Investors' Rights Agreement."

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TAXATION

The following is a general summary of the material Cayman Islands, People's Republic of China and U.S. federal income tax consequences relevant to an investment in our ADSs and ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and ordinary shares.

Cayman Islands Taxation

        The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

        Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:

        (1)   that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

        (2)   that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.

        The undertaking for us is for a period of twenty years from                .

People's Republic of China Taxation

        We are a holding company incorporated in the Cayman Islands and our only source of income is dividends from our Hong Kong subsidiary which originated from our PRC subsidiary. The New EIT Law and the Implementation Rules, both of which became effective on January 1, 2008, provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its foreign investor, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. To be eligible for treaty benefits, the recipient of income must be its beneficial owner. The State Administration of Taxation promulgated Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601 a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. Therefore, there is no assurance whether our Hong Kong subsidiary will be eligible for the treaty benefits in respect of the dividends paid by our PRC subsidiary under the tax treaty between Hong Kong and the PRC.

        Under the New EIT Law, enterprises established under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered to be PRC resident

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enterprises for tax purposes. If we are considered a PRC resident enterprise under the above definition and if dividends from Wowo Shi Jie are not excluded from our taxable income, then our global income will be subject to PRC enterprise income tax at the rate of 25%. See "Risk Factors—Risks Relating to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification may result in unfavorable tax consequences to us and our non-PRC shareholders."

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC tax at a rate of up to 10% (20% in the case of individuals), subject to the provisions of any applicable tax treaty. Generally, under the income tax treaty between the PRC and the United States, dividends paid by a PRC enterprise to its U.S. shareholders or ADS holders will be subject to withholding tax at a rate of no more than 10%. There is no income tax treaty between the PRC and the Cayman Islands. The PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to offshore entities that are treated as resident enterprises for PRC enterprise income tax purposes.

        Pursuant to SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. See "Risk Factors-Risks Relating to Doing Business in China-We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies."

British Virgin Islands Taxation

        A British Virgin Islands business company is exempt from all provisions of the Income Tax Act of the British Virgin Islands (including with respect to any tax or withholding tax on dividends, interests, rents, royalties, compensations and other amounts payable by the company to persons who are not persons resident in the British Virgin Islands). Capital gains realized with respect to any shares, debt obligations or other securities of the company by persons who are not persons resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act of the British Virgin Islands.

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        No estate, inheritance, succession or gift tax is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the company.

        A British Virgin Islands business company is required to pay an annual government fee which is determined by reference to the amount of shares the company is authorized to issue.

Material United States Federal Income Tax Considerations

        The following summary describes the material United States federal income tax consequences to United States Holders (as defined below) of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, this summary deals only with ordinary shares and ADSs held as capital assets. As used herein, the term "United States Holder" means a beneficial owner of an ordinary share or ADS that is for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This summary does not represent a detailed description of all of the United States federal income tax consequences that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

•

a financial institution of certain types;

•

a regulated investment company;

•

a real estate investment trust;

•

an insurance company;

•

a tax-exempt organization;

•

a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

•

a trader in securities that has elected the mark-to-market method of accounting for your securities;

•

a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our voting stock;

•

a partnership or other pass-through entity for United States federal income tax purposes; or

•

a person whose "functional currency" is not the United States dollar.

        The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final and proposed regulations thereunder, rulings and judicial decisions as of

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the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

        If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the United States federal income tax consequences that may be applicable to you in light of your particular circumstances and, except as set forth below with respect to PRC tax considerations, does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our ordinary shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

        The United States Treasury has expressed concerns that intermediaries in the chain of ownership between the holders of American depositary shares and the issuer of the securities underlying the American depositary shares may be taking actions (including the pre-release of American depositary shares) that are inconsistent with the claiming of foreign tax credits by United States holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by non-corporate holders. Accordingly, the analysis of the creditability of PRC taxes and the availability of the reduced tax rate for dividends received by non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.

ADSs

        If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

        Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of any distributions on the ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, dividends received in taxable years beginning before January 1, 2013 from a qualified foreign corporation generally will be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on ordinary shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. We have applied to list the ADSs on the Nasdaq Global Market. Provided that the listing is approved, United States Treasury Department guidance indicates that our ADSs will be readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for the reduced tax rate. Since we do not expect that our ordinary shares will be listed on an established securities market, we do not believe that dividends that we pay on our ordinary shares that

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are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we believe we would be eligible for the benefits of the income tax treaty between the United States and the PRC (including any protocol thereunder), or the Treaty, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs or are readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation. For discussion regarding whether we may be classified as a PRC resident enterprise, see "Taxation—People's Republic of China Taxation". Even if dividends would be treated as paid by a qualified foreign corporation, non-corporate United States Holders will not be eligible for reduced rates of taxation if they do not hold our ADSs or ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or if such United States Holders elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

        Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a passive foreign investment company, or PFIC, for United States federal income tax purpose for the taxable year in which such dividends are paid or for the preceding taxable year.

        In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. See "Taxation—People's Republic of China Taxation." In that case, PRC withholding taxes on dividends, to the extent not exceeding any applicable rate under the Treaty, generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as foreign-source income and will generally constitute passive category income. Furthermore, if you have not held the ADSs or ordinary shares for more than 15 days during the 31-day period beginning 15 days before the ex-dividend date (during which you are not protected from risk of loss), or are obligated to make payments related to the dividends, you generally will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

        To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or ordinary shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to calculate our earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

        Distributions of ADSs, ordinary shares or rights to subscribe for ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

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Passive Foreign Investment Company

        In general, we will be a PFIC for any taxable year in which:

•

at least 75% of our gross income is passive income, or

•

at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

        For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Furthermore, cash is categorized as a passive asset and our goodwill is generally taken into account unless, for United States federal income tax purposes, we are a "controlled foreign corporation," or CFC, that is not a "publicly traded corporation for the taxable year." If we are a CFC for the 2011 taxable year (which we believe will be the case), it is not clear whether we will be treated as a "publicly traded corporation for the taxable year" as a result of this offering for 2011 and, accordingly, the extent, if any, that our goodwill (or any portion thereof) may be taken into account for the 2011 taxable year is also unclear. We anticipate, however, that we will qualify as a "publicly traded corporation" for the 2012 taxable year and future taxable years and therefore we would be able to take into account our goodwill for such taxable years. In estimating the value of our goodwill, we generally take into account our anticipated market capitalization. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income.

        We do not believe we were a PFIC for our most recent taxable year. However, in light of our significant cash balances (taking into account the expected proceeds from this offering) and, as discussed above, the uncertainty as to the extent, if any, that our goodwill may be taken into account for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, and subject to the uncertainty regarding the treatment of our contractual arrangements with our consolidated affiliated entities (discussed below), we presently do not anticipate that we will be a PFIC based upon the expected composition of our income and assets and the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering). The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC for the 2012 taxable year or any future taxable year due to changes in our asset or income composition or the value of our assets. Because the value of our assets may be determined by reference to our market capitalization, and because the market price of our ADSs may be volatile, a decrease in the price of our ADSs may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we spend the cash raised in this offering. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. In addition, it is not entirely clear how the contractual arrangements between us and our consolidated affiliated entities will be treated for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, and you will be subject to the special tax rules discussed below, except if you have made a mark-to-market election as discussed below. However, if we are a PFIC for any taxable year (such as the 2011 taxable year) and subsequently cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election, or a Purging Election, to recognize gain (but not loss) in the manner described below as if your ADSs or ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. After the Purging Election, your ADSs or ordinary shares will not be treated as shares in a PFIC unless we subsequently

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become a PFIC. You are urged to consult your own tax advisors about the availability of this election, and whether making the election would be advisable in your particular circumstances.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a Purging Election or pledge, of ADSs or ordinary shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC with respect to you, will be treated as ordinary income, and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or ordinary shares in any year in which we are classified as a PFIC. In addition, under recently enacted legislation, if you hold ADSs or ordinary shares in any year in which we are a PFIC, you are required to file an annual report containing such information as the U.S. Treasury may require.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

        In lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election would be available to holders of ADSs if the ADSs are listed on the Nasdaq Global Market, which constitutes a qualified exchange, and are "regularly traded" for purposes of the mark-to-market election (for which no assurance can be given). It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on the Nasdaq Global Market. Consequently, if you are a holder of ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.

        If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

        Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the

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Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

        A U.S. investor in a PFIC generally can mitigate the consequences of the rules described above by electing to treat the PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

        We expect to file annual reports on Form 20-F with the U.S. Securities and Exchange Commission in which we will indicate whether or not we believe we were a PFIC for the relevant year. We do not intend to make any other annual determination or otherwise notify you regarding our status as a PFIC for any taxable year. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

        For United States federal income tax purposes you will recognize taxable gain or loss on any sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Subject to the discussion under "—Passive Foreign Investment Company" above, such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

        Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty and, accordingly, you may be able to credit the PRC tax against your United States federal income tax liability. If you are not eligible for the benefits of the Treaty or you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. You will be eligible for the benefits of the Treaty if, for purposes of the Treaty, you are a resident of the United States, and you meet other factual requirements specified in the Treaty. Because qualification for the benefits of the Treaty is a fact-intensive inquiry which depends upon the particular circumstances of each investor, you are specifically urged to consult your tax advisors regarding your eligibility for the benefits of the Treaty. You are also urged to consult your tax advisor regarding the tax consequences if PRC tax is imposed on gain on a disposition of our ordinary shares or ADSs, including the availability of the foreign tax credit and the election to treat any gain as PRC source under your particular circumstances.

Information Reporting and Backup Withholding

        In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

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        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

        Under the recently enacted Hiring Incentives to Restore Employment Act of 2010, individuals that own "specified foreign financial assets" with an aggregate value in excess of US$50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons; (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties; and (iii) interests in foreign entities. United States Holders who are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of ADSs or ordinary shares.

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UNDERWRITING

        We intend to offer the ADSs through the underwriters named below. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the representatives of the underwriters. Subject to the terms and conditions of the underwriting agreement entered into on                    , 2011 among us and the underwriters, each of the underwriters has severally agreed to purchase, and we have agreed to sell to them, the number of ADSs indicated in the following table.

Underwriters	Number of ADSs
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
UBS AG
Total

        The underwriters are committed to take and pay for all of the ADSs offered by us if any ADSs are taken, other than the ADSs covered by the over-allotment option described below unless and until this option is exercised. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to certain conditions, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent accountants. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated.

        Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the joint global coordinators and joint book runners for this offering.

        Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. UBS AG is expected to make offers and sales in the United States through its registered broker/dealer affiliate, UBS Securities LLC.

Over-allotment Option

        We have granted to the underwriters an option to purchase up to            additional ADSs at the initial public offering price less the underwriting discount set forth on the cover page of this prospectus. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each of the underwriters will become obligated, subject to certain conditions contained in the underwriting agreement, to purchase a number of additional ADSs proportionate to the underwriters' initial amount specified in the table above.

Commissions and Discounts

        ADSs sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount of up to US$        per ADS from the initial public offering price. Any of these securities dealers may resell any ADSs purchased from the underwriters to certain other brokers or dealers at a discount of up to US$        per ADS from the initial public offering price. After the initial public offering of the ADSs, the offering price and other selling terms may be changed by the underwriters. If all the ADSs are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to confirm sales to discretionary accounts in excess of      % of the ADSs offered in this offering.

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        The total underwriting discounts and commissions that we will pay to the underwriters will be      % of the total offering price of the ADSs. The following table shows the public offering price, underwriting discount and proceeds before expenses to us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option to purchase the additional ADSs.

	Per ADS	No Exercise	Full Exercise
	US$	US$	US$
Initial Public offering price
Underwriting discounts
Proceeds, before expenses, to us

        We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately US$         million.

No Sales of Similar Securities

        We, our directors, executive officers and shareholders and [all/certain] of our optionholders have agreed not to, for a period of 180 days following the date of this prospectus, without the prior written consent of the representatives on behalf of the underwriters, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of our ADSs or ordinary shares or any securities convertible into or exchangeable or exercisable for our ADSs or ordinary shares, (2) file or cause to be filed any registration statement in connection with any such securities under the Securities Act of 1933, as amended, or, in the case of our directors, executive officers and all of our shareholders and optionholders, exercise any right with respect to the registration of any such securities or (3) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any such securities, whether any such swap or transaction is to be settled by delivery of our ADSs, ordinary shares or other securities, in cash or otherwise.

        The 180-day lock-up period will be automatically extended if (1) during the last 17 days of the 180-day lock-up period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period. In either case, the lock-up period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension. At any time, the representatives may, in their sole discretion, provide consent to release some or all the securities described above from these lock-up agreements.

        In addition, we will instruct Citibank N.A., as depositary, not to accept any deposit of our ordinary shares or issue any of our ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we instruct the depositary otherwise.

[Reserved ADSs

        At our request, the underwriters have reserved            of the ADSs being offered, at the initial public offering price, through a directed share program, for our vendors, employees, family members of employees, customers and other third parties.]

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Price Determination and Listing on the Nasdaq Global Market

        Prior to this offering, there has been no public market for the ADSs. The initial public offering price was negotiated between us and the representatives. In additional to prevailing market conditions, the factors considered in determining the initial public offering price included our historical performance, estimates of our business potential and earnings prospects, the valuation multiples of publicly traded companies that the representatives believed to be comparable to us, the history of, and the prospects for, the industry in which we compete and other factors deemed relevant by the representatives and us. It is also possible that after this offering, our ADSs will not trade in the public market at or above the initial public offering price.

        We have applied to have our ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Price Stabilization, Short Positions and Penalty Bids

        The underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our ADSs, including stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids and syndicate covering transactions, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our ADSs while this offering is in progress. These transactions may also include making short sales of our ADSs.

        Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs from us in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions. The imposition of a penalty bid may also affect the price of ADSs in that it discourages the resales of those ADSs.

        Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been completed in order to cover syndicate short positions.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq Global Market or otherwise.

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        None of us and any of our underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Affiliations and Other Relationships

        Certain of the underwriters and their respective affiliates have, from time to time, engaged in, and may in the future engage in, various investment banking services and other commercial dealings with us in the ordinary course of business, for which they received or will receive customary fees and expenses.

        The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

        We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the applicable securities laws, and to contribute to payments the underwriters may be required to make in respect of these liabilities, losses and expenses.

Electronic Prospectus

        In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives will be facilitating Internet distribution for this offering to certain of their respective Internet subscription customers. An electronic prospectus may be made available on the Internet website maintained by one or more of the representatives. Other than the prospectus in electronic format, the information contained on, or that may be accessed through, the website of any of the representatives is not part of this prospectus.

        The addresses of the representatives of the underwriters are as follows:

        Merrill Lynch, Pierce, Fenner & Smith Incorporated's address is One Bryant Park, New York, New York 10036, United States.

        UBS AG's address is 52/F Two International Finance Center, 8 Finance Street, Central, Hong Kong.

Selling Restrictions

General

        No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of our ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and our ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, our ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with this offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

        This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the ADSs, including sales of ADSs initially sold by the underwriters in the offering being made outside of the United States, to persons located in the United States.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on

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which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), no offer of ADSs may be made to the public in that Relevant Member State other than:

A.

to any legal entity which is a qualified investor as defined in the Prospectus Directive;



B.

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or



C.

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of ADSs shall require the company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

        Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

        The company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

        This prospectus has been prepared on the basis that any offer of ADSs in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of ADSs. Accordingly, any person making or intending to make an offer in that Relevant Member State of ADSs which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs in circumstances in which an obligation arises for the company or the underwriters to publish a prospectus for such offer.

        For the purpose of the above provisions, the expression "an offer to the public" in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant

162

implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Switzerland

        The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the company, the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ADSs.

Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The ADSs to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the content of this prospectus you should consult an authorized financial advisor.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may

163

the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act (Chapter 289) (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, then securities, debentures and units of securities and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the ADSs under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer; or (iii) by operation of law.

Hong Kong

        This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The ADSs will not be offered or sold in Hong Kong other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs which is directed at, or the content of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

        The ADSs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Cayman Islands

        This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

People's Republic of China

        This prospectus has not been and will not be circulated or distributed in China, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or

164

indirectly, to any resident of China except pursuant to applicable laws and regulations of China. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

United Arab Emirates

        This prospectus is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (UAE). The ADSs have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange.

        The offering, the ADSs and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

        In relation to its use in the UAE, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the UAE.

Kingdom of Bahrain

        The offering is restricted in the Kingdom of Bahrain to banks, financial institutions and professional investors and any person receiving this prospectus in the Kingdom of Bahrain and not falling within those categories is ineligible to purchase the ADSs.

State of Kuwait

        The ADSs have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of the ADSs in the State of Kuwait is restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the underwriters to obtain copies of this prospectus are required by us and the underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the ADSs.

Kingdom of Saudi Arabia

        No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering or private placement of the ADSs in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto. The ADSs may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Part 5 (Exempt Offers) of the Offers of Securities Regulations dated 20/8/1425 AH corresponding to 4/10/2004 (the "Regulations") and, in accordance with Part 5 (Exempt Offers) Article 17(a)(3) of the Regulations, the ADSs will be offered to no more than 60 offerees in the Kingdom of Saudi Arabia with each such offeree paying an amount not less than Saudi Riyals one million or its equivalent. Investors are informed that Article 20 of the Regulations places restrictions on secondary market activity with respect to the ADSs. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognized by us.

165

EXPENSES RELATED TO THIS OFFERING

        Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

SEC registration fee		US$
Nasdaq Global Market listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
	Total	US$

        These expenses will be borne by us, except for underwriting discounts and commissions, which will be borne by us in proportion to the numbers of ADSs sold in the offering by us.

166

LEGAL MATTERS

        We are being represented by Simpson Thacher & Bartlett LLP with respect to legal matters of United States federal securities and New York State law. Certain legal matters of United States federal securities and New York State law in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP. The validity of the ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain legal matters as to PRC law will be passed upon for us by Commerce & Finance Law Offices and for the underwriters by Global Law Offices.

EXPERTS

        The consolidated financial statements of Wowo Group Limited for the years ended December 31, 2009 and 2010 (predecessor) and as of December 31, 2009 (predecessor) and 2010 (successor), and the financial statement schedule of Wowo Group Limited, as of December 31, 2010 included in this prospectus, have been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements and the financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The offices of Deloitte Touche Tohmatsu CPA Ltd. are located at 8/F, Deloitte Tower, The Towers, Oriental Plaza, 1 East Changan Avenue, Beijing 100738, the People's Republic of China.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

        Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC's web site at www.sec.gov.

        As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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WOWO GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
CONSOLIDATED FINANCIAL STATEMENTS OF WOWO GROUP LIMITED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-6
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 (PREDECESSOR) AND DECEMBER 31, 2010 (SUCCESSOR)	F-7
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-8
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-9
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-11 - F-40
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I	F-41
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF WOWO GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2011	F-43
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-44
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS) FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-45
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-46
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2010 AND 2011	F-47 - F-93
FINANCIAL STATEMENTS OF SHENYANG19TUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-94
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 12, 2010 BUSINESS COMMENCEMENT DATE) TO DECEMBER 30, 2010	F-95
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 30, 2010	F-96
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 30, 2010	F-97
NOTES TO FINANCIAL STATEMENTS	F-98 - F-104

F-1

CONTENTS	PAGE(S)
FINANCIAL STATEMENTS OF JINAN0531TUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-105
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE) TO DECEMBER 30, 2010	F-106
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE) TO DECEMBER 30, 2010	F-107
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE) TO DECEMBER 30, 2010	F-108
NOTES TO FINANCIAL STATEMENTS	F-109 - F-114
FINANCIAL STATEMENTS OF SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-115
BALANCE SHEET AS OF DECEMBER 31, 2010	F-116
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-117
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-118
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-119
NOTES TO FINANCIAL STATEMENTS	F-120 - F-127
FINANCIAL STATEMENTS OF CHANGZHOU BANGKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-128
BALANCE SHEET AS OF DECEMBER 31, 2010	F-129
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-130
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-131
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-132
NOTES TO FINANCIAL STATEMENTS	F-133 - F-139
FINANCIAL STATEMENTS OF SHENZHEN XUNJIE TIMES MEDIA CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-140
BALANCE SHEET AS OF DECEMBER 31, 2010	F-141
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-142
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-143
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-144

F-2

CONTENTS	PAGE(S)
NOTES TO FINANCIAL STATEMENTS	F-145 - F-152
FINANCIAL STATEMENTS OF WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-153
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-154
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-155
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-156
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-157
NOTES TO FINANCIAL STATEMENTS	F-158 - F-165
FINANCIAL STATEMENTS OF CHENGDU BEIGUO TECHNOLOGY CO., LTD
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-166
BALANCE SHEET AS OF DECEMBER 31, 2010	F-167
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-168
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-169
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-170
NOTES TO FINANCIAL STATEMENTS	F-171 - F-177
FINANCIAL STATEMENTS OF FUZHOU BAIKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-178
BALANCE SHEET AS OF DECEMBER 31, 2010	F-179
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010	F-180
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-181
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-182
NOTES TO FINANCIAL STATEMENTS	F-183 - F-189
FINANCIAL STATEMENTS OF SHANGHAI YINQING ADVERTISING CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-190
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-191

F-3

CONTENTS	PAGE(S)
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-192
STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-193
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-194
NOTES TO FINANCIAL STATEMENTS	F-195 - F-202
FINANCIAL STATEMENTS OF BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-203
BALANCE SHEET AS OF DECEMBER 31, 2010	F-204
STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-205
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-206
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-207
NOTES TO FINANCIAL STATEMENTS	F-208 - F-214
FINANCIAL STATEMENTS OF CHANGZHOU JINGCAITUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-215
BALANCE SHEET AS OF DECEMBER 31, 2010	F-216
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-217
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-218
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-219
NOTES TO FINANCIAL STATEMENTS	F-220 - F-226
FINANCIAL STATEMENTS OF LANGFANG WODETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-227
BALANCE SHEET AS OF DECEMBER 31, 2010	F-228
STATEMENT OF OPERATIONS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-229
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-230

F-4

CONTENTS	PAGE(S)
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-231
NOTES TO FINANCIAL STATEMENTS	F-232 - F-238
FINANCIAL STATEMENTS OF NINGBO TANGTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-239
BALANCE SHEET AS OF DECEMBER 31, 2010	F-240
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-241
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-242
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-243
NOTES TO FINANCIAL STATEMENTS	F-244 - F-251
FINANCIAL STATEMENTS OF XIAMEN SHANTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-252
BALANCE SHEET AS OF DECEMBER 31, 2010	F-253
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-254
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-255
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-256
NOTES TO FINANCIAL STATEMENTS	F-257 - F-264
FINANCIAL STATEMENTS OF WOWO LIMITED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-265
BALANCE SHEET OF WOWO LIMITED AS OF JULY 13, 2011	F-266
NOTES TO BALANCE SHEET	F-267

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WOWO GROUP LIMITED

        We have audited the accompanying consolidated balance sheets of Wowo Group Limited, its subsidiaries and its variable interest entity ("VIE") (collectively the "Group") as of December 31, 2009 (predecessor), and December 31, 2010 (successor) and the related consolidated statements of operations, changes in equity and comprehensive income/(loss), and cash flows for the years ended December 31, 2009 and 2010 (predecessor). Our audits also included the financial statement schedule in Schedule I. These consolidated financial statements and the financial statement schedule are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of the Group's internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2009 (predecessor) and December 31, 2010 (successor) and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010 (predecessor) in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in related to such consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(September 23, 2011 as to Note 1, 12, 16 and 17)

F-6

WOWO GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

			As of December 31,
			2009 (predecessor)			2010 (successor)
ASSETS
Current assets:
	Cash and cash equivalents		$	5,064		$	180,899
	Accounts receivable			—			105,318
	Prepaid expenses and other current assets			—			45,735
	Amounts due from related parties			—			457,736
Total current assets				5,064			789,688
Property and equipment, net				—			102,319
Acquired intangible assets, net				—			661,242
Goodwill				—			1,840,346
TOTAL ASSETS				5,064			3,393,595
Current liabilities:
	Accounts payable (including accounts payable of the consolidated VIE without recourse to Wowo Group Limited of nil and $492,205 as of December 31, 2009 and 2010, respectively)			—			492,205
	Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to Wowo Group Limited of $41 and $709,401 as of December 31, 2009 and 2010, respectively)			41			709,401
	Amount due to related party (including amount due to related party of the consolidated VIE without recourse to Wowo Group Limited of $1,683 and $2,367 as of December 31, 2009 and 2010, respectively)			1,683			2,367
	Income tax payable (including income tax payable of the consolidated VIE without recourse of $2 and $41,454 as of December 31, 2009 and 2010, respectively)			2			41,454
Total current liabilities				1,726			1,245,427
Deferred tax liabilities				—			135,114
Total liabilities				1,726			1,380,541
Commitments and contingency (Note 14)
Equity:
	Wowo Group Limited shareholders' equity:
		Ordinary share ($0.00001 par value; 1,928,600,536 shares authorized; nil and 300,000,000 shares issued as of December 31, 2009 and 2010, respectively)		—			3,000
		Paid-in capital		4,323			2,067,501
		Accumulated deficit		(1,057	)		(58,235	)
		Accumulated other comprehensive income		72			788
Total equity				3,338			2,013,054
TOTAL LIABILITIES AND EQUITY			$	5,064		$	3,393,595

The accompanying notes are an integral part of these consolidated financial statements.

F-7

WOWO GROUP LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars)

		Years ended December 31,
		2009 (predecessor)			2010 (predecessor)
Net revenues		$	—		$	2,633,522
Cost of revenues			—			2,179,120
Gross profit			—			454,402
Other operating income			709			—
Operating expenses:
	Selling and marketing		—			260,823
	General and administrative		758			209,990
Total operating expenses			758			470,813
Loss from operations			(49	)		(16,411	)
Other expenses			4			296
Loss before provision for income tax			(53	)		(16,707	)
Provision for income tax			—			40,471
Net loss		$	(53	)	$	(57,178	)
Net loss per ordinary share
	Basic	$	—		$	—
	Diluted	$	—		$	—
Weighted average shares used in calculating net loss per ordinary share
	Basic		300,000,000			300,000,000
	Diluted		300,000,000			300,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-8

WOWO GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS)

(In U.S. dollars, except share and share related data)

	Ordinary Shares									Accumulated other comprehensive income		Total Wowo Group Limited's equity
					Paid-in capital		Accumulated deficit								Total comprehensive income/(loss)
Predecessor	Shares		Amount
Balance as of January 1, 2009		—		—	$	4,323	$	(1,004	)	$	—	$	3,319
Net loss		—		—		—		(53	)		—		(53	)	$	(53	)
Foreign currency translation adjustments		—		—		—		—			72		72			72
Balance as of December 31, 2009		—		—		4,323		(1,057	)		72		3,338			19
Net loss		—		—		—		(57,178	)		—		(57,178	)		(57,178	)
Foreign currency translation adjustments		—		—		—		—			716		716			716
Capital injection		—		—		145,974		—			—		145,974
Share-based compensation		—		—		128		—			—		128
Balance as of December 31, 2010 (pre-change in basis)		—		—		150,425		(58,235	)		788		92,978			(56,462	)
Successor
Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan		300,000,000	$	3,000		1,917,076		—			—		1,920,076			—
Balance as of December 31, 2010 (post-change in basis)		300,000,000	$	3,000	$	2,067,501	$	(58,235	)	$	788	$	2,013,054		$	(56,462	)

The accompanying notes are an integral part of these consolidated financial statements.

F-9

WOWO GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Years ended December 31,
			2009 (predecessor)			2010 (predecessor)
Cash flows from operating activities:
	Net loss		$	(53	)	$	(57,178	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Share-based compensation		—			128
		Depreciation and amortization		—			2,446
	Changes in operating assets and liabilities:
		Accounts receivable		—			(102,821	)
		Prepaid expenses and other current assets		—			(44,651	)
		Accounts payable		—			480,534
		Accrued expenses and other current liabilities		(961	)		293,220
		Income tax payable		2			40,469
Net cash (used in) provided by operating activities				(1,012	)		612,147
Cash flows from investing activities:
	Purchase of property and equipment			—			(93,406	)
	Payments for acquisition of business			—			(45,455	)
Cash used in investing activities				—			(138,861	)
Cash flows from financing activities:
	Capital injection			—			145,974
	Advances to related parties			—			(446,882	)
	Received cash from a related party			1,683			611
Net cash provided by (used in) financing activities				1,683			(300,297	)
Effect of exchange rate changes				—			2,846
Increase in cash				671			175,835
Cash and cash equivalents, beginning of year				4,393			5,064
Cash and cash equivalents, end of year			$	5,064		$	180,899
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	2
Non-cash investing activities:
	Acquisition of business
	Share consideration to be issued in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan			—		$	1,363,637
	Consideration payable for the acquisition during the year ended December 31, 2010			—			409,901

The accompanying notes are an integral part of these consolidated financial statements.

F-10

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Group Limited (the "Company") was incorporated in British Virgin Islands ("BVI") on January 11, 2011. The Company, its subsidiaries and its variable interest entity ("VIE") (collectively the "Group") are primarily engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the People's Republic of China ("PRC").

History of the Group and reorganization under common control

        The Company was established on January 11, 2011 with share capital of $1 by New Field Worldwide Limited ("New Field"), a limited company which is 60% owned by Mr. Maodong Xu ("Maodong") and 40% owned by Mr. Tianqing Xu ("Tianqing"), brother of Mondong, (Maodong and Tianqing are collectively referred to "Xu") as a vehicle for the group reorganization. Xu agreed to acting in collaboration regarding the decisions on the Company's significant financing, investing and operating activities. The Group commenced its group buying business in China in March 2010 through Beijing Wowo Tuan which has subsequently become the Group's VIE through the contractual arrangements described below in "the VIEs arrangements".

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 41,100,000 of their own ordinary shares of the Company, to certain directors and executives of Wowo BVI for compensation of their services to the Group. These directors and executives collectively held 15.16% of the Company's total outstanding shares.

        On January 20, 2011 and March 8, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for consideration of $2,964,930 and 16,194,332 ordinary shares to an individual investor for consideration of $8,006,085, respectively.

        On January 20, 2011, Maodong transferred 3,467,451 of his ordinary shares of the Company to the five founder shareholders and key employees as the settlement for part of the consideration for its acquisition of Beijing Wowo Tuan on December 30, 2010(see below for detail).

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for cash proceeds of $5,000,000. On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.97391 per Series A-2 Preferred Shares for total cash proceeds of $30,000,000 and $2,000,000, respectively.

        After a series of issuance and transfers of shares and transactions, Xu collectively held 59.3% voting rights of the Company as of June 30, 2011.

F-11

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Beijing Wowo Tuan was established by two shareholders in Beijing, the PRC, as a limited liability company on May 26, 2008 and commenced its group buying business operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Maodong and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired Beijing Wowo Tuan ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (RMB12.3 million) including cash of $500,000 (RMB3.3 million) and an undertaking to issue shares in the Company which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in Wowo BVI was valued at $1,363,637 (RMB9 million). The number of shares of Wowo BVI that was transferred as settlement in the amount of $1,363,637 was determined based on the transaction price of US$0.4 per share determined at arm's-length with certain investors who purchased ordinary shares of Wowo BVI on January 20, 2011.

        Shortly after the completion of the acquisition of Beijing Wowo Tuan, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Tianqing at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Maodong and Tianqing, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Maodong and Tianqing of the acquisition of Beijing Wowo Tuan has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        Consequently, the pre-change in basis financial statements of the Group ("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting bases. However, because the date of the change in basis was December 30, 2010, the statements of operations and cash flow statements of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis since adjustments to the amounts required for the one day of December 31, 2010 as well as the earning per share would not be material.

        On January 24, 2011, the Company established two wholly owned subsidiaries including an entity incorporated in Hong Kong, namely Wowo Holding Limited (Hong Kong) ("Wowo HK") and on May 19, 2011, an entity incorporated in Beijing, namely Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE").

        Through entering into a series of contractual arrangements between its WOFE and VIE on May 31, 2011 and June 10, 2011, the Company succeeded the business of provision of online group buying services of Beijing Wowo Tuan. Immediately and after the reorganization, Maodong and Tianqing controlled the Company, WOFE and Beijing Wowo Tuan; therefore, the reorganization was accounted for as a transaction between entities under common control. Accordingly, the accompanying audited consolidated financial statements have been prepared by using Xu's basis and as of the current

F-12

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

corporate structure had been in existence since the date Maodong and his wife, Ms. Zhou acquired Beijing Wowo Tuan, the predecessor.

        The Xu family cost of acquiring the Company was allocated as follows:

					Amortization period
Cash		$	124,145
Accounts receivable			298,090
Other current assets			325,491
Property and equipment			93,180
Prepayment for acquisition of business			45,455
Intangible assets:
	Trade name/domain name		381,362			10 years
	User base		158,030			2 years
	Operating system		1,061			3 years
Accounts payable			(456,927	)
Other current liabilities			(486,866	)
Deferred tax liability			(135,114	)
Goodwill			1,515,730
Total consideration		$	1,863,637

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On December 31, 2010, Beijing Wowo Tuan acquired 100% interests in two online group buying services entities, namely Shenyang19tuan and Jinan0531tuan (see note 4 for details) and hence, it consolidated the financial position of the two entities since December 31, 2010. Beijing Wowo Tuan, Shenyang19tuan and Jinan0531tuan were collectively referred to as the Group.

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its

F-13

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

businesses through the VIEs and VIEs' subsidiaries. To provide the Company the expected residual returns, WOFE entered into a series of contractual arrangements with the Beijing Wowo Tuan.

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Technical Support Service Agreement.    WOFE and Beijing Wowo Tuan entered into exclusive technical support service agreements, under which Beijing Wowo Tuan, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. The VIE shall pay to WOFE service fees determined based on the revenues of the affiliated combined entities. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements shall be extended automatically by another ten years upon the written confirmation by WOFE before the expiry of thereof. During the term of the exclusive technical support service agreements, any of the affiliated combined entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, or other illegal action or bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated combined entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of Beijing Wowo Tuan entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in Beijing Wowo Tuan to WOFE as collateral to secure performance of all obligations of the shareholders under the applicable exclusive technical support service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

•

Agreements that Provide the Company with Effective Control over VIE

        Power of Attorney.    The shareholders of Beijing Wowo Tuan signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan and to exercise all of his rights as a shareholder of Beijing Wowo Tuan, including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan entered into exclusive call option agreement with WOFE, pursuant to which WOFE has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and

F-14

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

the shareholders of the affiliated combined entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of WOFE.

        Through these contractual agreements, the Company has the ability to effectively control the VIE and is also able to receive substantially all the economic benefits of the VIE.

        In June 2009, the Financial Accounting Standards Board (the "FASB") issued an authoritative pronouncement to amend the accounting rules for VIE. The amendment effectively replaces the quantitative-based risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has (1) the power to direct the activities of a variable interest entity that most significantly affect the entity's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. The new guidance also requires additional disclosures about a reporting entity's involvement with VIE and about any significant changes in risk exposure as a result of that involvement.

        The new guidance is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, and all interim and annual periods thereafter. The Company adopted the new guidance on January 1, 2010 and the disclosure requirements of the new guidance were retrospectively applied for all the periods presented in the audited consolidated financial statements.

        The Company believes that Wowo Shijie's contractual arrangements with the VIE are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entity were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entity not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entity. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

F-15

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

•

block the Group's websites;

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIE, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIE. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, and the VIE.

        These are no consolidated VIE entity's assets that are collateral for the VIE entity's obligations and can only be used to settle the VIE entity's obligations.

        The following financial statement balances and amounts of the VIE were included in the accompanying audited consolidated financial statements as follows:

	December 31, 2009 (predecessor)		December 31, 2010 (successor)
Total current assets	$	5,064	$	789,688
Total non-current assets		—		2,603,907
Total assets		5,064		3,393,595
Total current liabilities		1,726		1,245,427
Total non-current liabilities		—		135,114
Total liabilities	$	1,726	$	1,380,541

	Years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Net revenues	$	—		$	2,633,522
Net loss	$	(53	)	$	(57,178	)

F-16

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

	Years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Net cash (used in) provided by operating activities	$	(1,012	)	$	612,147
Net cash used in investing activities		—			(138,861	)
Net cash provided by (used in) financing activities	$	1,683		$	(300,297	)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Basis of consolidation

        The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIE. All inter-company transactions and balances are eliminated upon consolidation.

Revenue recognition

        The Group recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Group; and (iii) the Group has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Group is the primary obligor in offering the group buying services to the users. The Group is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, the Group records revenue on a net basis when (i) the Group is not the primary obligor in the transaction; (ii) the Group collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the years ended December 31, 2009 and 2010 were nil and $58,803, respectively. The Group recognized revenue of $2,627,876 on a gross basis and $36,438 on a net basis for the year ended December 31, 2010.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the years ended December 31, 2009 and 2010 totaled $41 and $29,462, respectively.

F-17

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Group uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Group grants the subscribers credits that can be redeemed in the future. The Group accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets (see Note 9 "Accrued expenses and other current liabilities") and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Group's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, subscribers returns and refunds, valuation allowance for deferred tax assets and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Acquired intangible assets, net

        Acquired intangible assets with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis

F-18

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	10 years
User base	2 years
Operating system	3 years

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year as well as whenever events or changes in circumstances indicate the carry amount of an asset may no longer be recoverable."

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the year ended December 31, 2010.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-19

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional currency of the Company and the Group is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Share-based payments

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 4 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses over the requisite service periods based on a straight-line method.

F-20

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive income/(loss)

        Comprehensive income/(loss) includes net income/(loss) and foreign currency translation adjustments. Comprehensive income/(loss) is reported in the statements of changes in equity and comprehensive income/(loss).

Net loss per ordinary share

        Net loss per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the year.

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

        Cash is the common forms of the consideration made in acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in earnings.

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

F-21

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, amount due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Mr. Maodong Xu and Mr. Tianqing Xu and business acquisitions of Shenyang19tuan and Jinan0531tuan.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption,

F-22

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption.

F-23

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews financial information of separate geographic locations based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Company. The business is organized and monitored on the basis of geographic locations. This financial information is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Group has determined that it has only one operating segment.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

4.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shenyang19tuan

        On December 31, 2010, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.19tuan.com ("Shenyang19tuan") from Shenyang Liaoyi Internet Co., Ltd. for a cash consideration of $303,030 (RMB2 million), which was not settled as of December 31, 2010. The consideration payable in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% equity interest of Shenyang Wowo Shijiu Internet Technology Co., Ltd. a newly incorporated company by Beijing Wowo Tuan on April 1, 2011 for the online group buying service business of Shenyang19tuan, to the certain key employees for their continuing employment with Shenyang19tuan for the next three years from the acquisition date. Those

F-24

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees does not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period the above share will be granted and the noncontrolling interest will be recorded.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,393
Intangible assets:
	Trade name/domain name		40,909		10 years
	User base		25,712		2 years
	Operating system		4,016		3 years
Goodwill			228,000
Total consideration		$	303,030

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Shenyang19tuan had occurred on January 1, 2009 and 2010, respectively. The following unaudited pro forma financial information is not

F-25

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the year ended December 31,
	2009		2010
	(unaudited)		(unaudited)
Pro forma net revenues		—		3,226,226
Pro forma net loss		—		(40,578	)

(b)   Acquisition of Jinan0531tuan

        On December 31, 2010, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.Jinan0531tuan.com ("Jinan0531tuan") from Jinan Meituan Information Consulting Co., Ltd. for a cash consideration of $151,515 (RMB1 million). The Group made the first installment of $45,455 to the selling shareholders on the acquisition date, and the consideration payable of $106,061 in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Jinan Wuzhiwu Information Technology Co., Ltd., a newly incorporated subsidiary by Beijing Wowo Tuan on April 2, 2011 for the online group buying service business of Jinan0531tuan, to the key employee for his continuing employment with Jinan0531tuan for the next three years after the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employee's ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees does not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period, the above share will be granted and the noncontrolling interest will be recorded.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-26

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

4.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,747
Intangible assets:
	Trade name/domain name		16,667		10 years
	User base		27,121		2 years
	Operating system		6,364		3 years
Goodwill			96,616
Total consideration		$	151,515

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Jinan0531tuan had occurred on January 1, 2009 and 2010, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the years ended December 31,
	2009		2010
	(unaudited)		(unaudited)
Pro forma net revenues	$	—	$	3,435,439
Pro forma net income	$	—	$	17,627

F-27

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

5.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Advance to suppliers	$	—	$	16,242
Short-term deposits		—		12,038
Advances to employees		—		8,372
Prepaid rental expenses		—		8,106
Other current assets		—		977
	$	—	$	45,735

6.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Furniture and fixtures	$	—	$	8,718
Computer and software		—		96,106
Total		—		104,824
Less: accumulated depreciation		—		(2,505	)
Property and equipment, net	$	—	$	102,319

        Depreciation expenses for the year ended December 31, 2009 and 2010 were nil and $2,446, respectively.

7.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31 2010 (successor)
Trade name/domain name	$	438,938
User base		210,863
Operating system		11,441
Total		661,242
Less: Accumulated amortization		—
Acquired intangible assets, net	$	661,242

F-28

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

7.     ACQUIRED INTANGIBLE ASSETS, NET (Continued)

        The amortization expenses were nil for the year ended December 31, 2010. Estimated amortization expenses of the existing intangible assets for the next five years ending December 31, 2011, 2012, 2013, 2014, 2015 and thereafter are $153,138, $153,138, $47,707, $43,894 and $263,365, respectively.

8.     GOODWILL

        The movement of the goodwill for the date of December 31, 2010 is as follows:

Balance as of January 1, 2010		$	—
Goodwill recognized in connection with acquisitions of:
	Beijing Wowo Tuan (Note 1)		1,515,730
	Shenyang 19tuan (Note 4(a))		228,000
	Jinan 0531tuan (Note 4(b))		96,616
	Exchange differences		—
Balance as of December 31, 2010		$	1,840,346

9.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

		December 31,
		2009 (predecessor)		2010 (successor)
Consideration payable in connection
	with business acquisitions (Note 4)	$	—	$	409,091
Accrued payroll and welfare			—		172,241
Other tax payable			41		35,628
Accrued refunds			—		26,076
Advance from subscribers			—		6,979
Advance from rewards to subscribers			—		2,326
Other current liabilities			—		57,060
Total accrued expenses and other current liabilities		$	41	$	709,401

10.   INCOME TAXES

        Beijing Wowo Tuan and its subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"), which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the years of 2009 and 2010.

F-29

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

10.   INCOME TAXES (Continued)

        Under the New EIT Law effective from January 1, 2008, the rules for determining whether an entity is resident in the PRC for tax purposes have changed and the determination of residence depends amongst other things on the "place of actual management".

		Years ended December 31
		2009 (predecessor)		2010 (predecessor)
Income tax expenses:
	PRC current income tax expenses	$	—	$	40,471
	PRC deferred income tax benefits		—		—
Total		$	—	$	40,471

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31,
		2009 (predecessor)			2010 (successor)
Deferred tax assets
Current
	Accrued payroll	$	—		$	43,060
Total current deferred tax assets			—			43,060
Non-current
	Net operating loss carry forwards		264			—
Total deferred tax assets			264			43,060
Less: valuation allowance			(264	)		(43,060	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	—		$	135,114
Total deferred tax liabilities		$	—		$	135,114

        The Group had net operating losses of $264 and nil as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance was $264 and $43,060, respectively, which were provided against deferred tax assets arising from net operating losses due to the uncertainty of realization.

        The net operating loss carry forwards for the Group as of December 31, 2010 will expire in 2014.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring

F-30

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

10.   INCOME TAXES (Continued)

recognition in financial statements for the year ended December 31, 2009 and 2010, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods. The years of 2009 and 2010 remain subject to examination by the PRC tax authorities.

        A reconciliation between the provision for income tax computed by applying statutory PRC enterprise income tax rate of 25% in 2009, 2010 and thereafter, and the actual provision of income taxes is as follows:

	Years ended December 31
	2009 (predecessor)			2010 (predecessor)
Net loss before provision for income taxes	$	(53	)	$	(16,707	)
Statutory tax rates in the PRC		25	%		25	%
Income tax at statutory tax rate		(13	)		(4,177	)
Expenses not deductible for tax purposes		—			1,852
Changes of valuation allowance		13			42,796
Income tax expenses	$	—		$	40,471

11.   FAIR VALUE MEASUREMENT

        The Company measured fair value of assets and liabilities acquired in business acquisitions using various valuation methods, primarily consisting of the such as Income Approach, cost approach or market approach. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (Note 4).

12.   NET LOSS PER ORDINARY SHARE

        As discussed in Note 1, Wowo Group Limited which was incorporated on January 11, 2011, issued 1 share to New Field and subsequently splitted to 300,000,000 shares of which 180,000,000 shares issued to Maodong Xu and 120,000,000 shares issued to Tianqing Xu, as initial share capital. For the purpose of calculating basic earnings per share for year ended December 31, 2009 (predecessor) and 2010 (predecessor), the number of ordinary shares used in the calculation reflects the following events as described in Note 1 as if they took place on January 1, 2009: 1) the issuance and split of shares to Xu;

F-31

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

12.   NET LOSS PER ORDINARY SHARE (Continued)

2) the acquisition of 100% equity interest of Beijing Wowo Tuan by Mr. Maodong Xu and his wife, Ms. Zhou;and 3) the completion of the group reorganization after entering into the VIE arrangement.

	For the years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Numerator used in basic and diluted net loss per ordinary share
Net loss attributable to Wowo Group Limited	$	(53	)	$	(57,178	)
Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic and diluted net loss per ordinary share		300,000,000			300,000,000
Net loss per ordinary share—basic	$	—		$	—
Net loss per ordinary share—diluted	$	—		$	—

13.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")	Controlled by Mr. Maodong Xu
Mr. Yunming Wang	the founder of Beijing Wowo Tuan (the predecessor) before Mr. Maodong Xu and his wife acquired the Company and he is one of the shareholders of the Successor Company.

        As of December 31, 2009 and 2010, the following balances were due from/to the related party:

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due from Lmobile	$	—	$	177,980
Amount due from Mr. Yunming Wang	$	—	$	279,756
Total	$	—	$	457,736

Before Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan, the business of the Company is very small, and no formal third party payment accounts, i.e. Alipay account, open under the Company's name. The Company used Mr. Yunming Wang's personal Alipay account

F-32

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

13.   RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

and one of the Lmobile's Alipay accounts to collect the money from the subscribers. As these accounts were not under the Company's name, the balances of them have been treated as due from the related parties as of December 31, 2010.

Although these accounts were not under the Company's name, the Company has the control of them. The amounts have been collected subsequently.

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due to Mr. Yunming Wang	$	1,683	$	2,367
Total	$	1,683	$	2,367

        All the amounts due from/to related party are unsecured and non-interest bearing.

14.   COMMITMENTS AND CONTINGENCY

Operating lease

        The Group leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2009 and 2010 were nil and $15,961, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	51,493
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	51,493

Consideration for business acquisition

        The Group has entered into two acquisition agreements as of December 31, 2010 for Shijiazhuang Letuaner and Changzhou Bangketuan (see Note 15 for details) of which the acquisitions were completed in the year 2011. The payments for the acquisition consideration were $151,515 in total and were paid in 2011.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions

F-33

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

14.   COMMITMENTS AND CONTINGENCY (Continued)

which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Group's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Group believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Group's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Group's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Group's business taxes to be paid on the gross revenue, this would result in an increase of the Group's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Group for any unpaid business taxes.

15.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were nil and $105,299 for the years ended December 31, 2009 and 2010, respectively, were reported as a component of general and administrative expenses when incurred.

16.   STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIE and VIE's subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2009 and 2010, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached the

F-34

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

16.   STATUTORY RESERVES AND RESTRICTED NET ASSETS (Continued)

50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil for the years ended December 31, 2009 and 2010.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Group not available for distribution was $2,070,501 as of December 31, 2010.

17.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of December 31, 2010 through September 23, 2011, the date the consolidated financial statements were available to be issued.

Reorganization of the Group

        On May 31, 2011, the shareholders of Beijing Wowo Tuan entered into a series of contractual arrangements with Beijing Wowo Shijie Information Technology Co., Ltd ("WOFE"), an entity established on May 19, 2011 in Beijing, the PRC, of which Wowo Group Limited, a company that Mr. Maodong Xu and Mr. Tianqing Xu are collectively held more than 50% equity interest, holds 100% equity interest. Through entering into these contractual arrangements between WOFE and Beijing Wowo Tuan, Wowo Group Limited effectively control over and entitled to the residual returns of Beijing Wowo Tuan and its subsidiaries and considered as the primary beneficiary of Beijing Wowo Tuan and its subsidiaries.

Business Acquisitions

        Subsequent to the balance sheet date, Beijing Wowo Tuan acquired entities which operate group buying businesses in different provinces in the PRC.

(a)   Acquisition of Shijiazhuang Letuaner

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Shijiazhuang Letuaner which operates the group buying business in Shijiazhuang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Shijiazhuang Letuaner to the original shareholder and the key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into in December 2010.

F-35

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shijiazhuang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shijiazhuang Letuaner with the performance condition based on the revenue and gross margin generated from the operation of Shijiazhuang Wowo Tuan for the next four years.

(b)   Acquisition of Changzhou Bangketuan

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Bangketuan which operates the group buying business in Changzhou for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Bangketuan to the original shareholders and the key employees for their continuing employment with Changzhou Bangketuan for the next three years from the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

(c)   Acquisition of Wuxi Yuzhong

        In February 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd.'s ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $303,030 (RMB2 million). In addition, Beijing Wowo Tuan injected $454,546 (RMB3 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

(d)   Acquisition of Shenzhen Xunjie

        In March 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

(e)   Acquisition of Fuzhou Baiketuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest of Fuzhou Baiketuan, which operates the group buying business in Fuzhou for a total consideration of $45,455 (RMB0.3 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of the newly incorporated subsidiary to the original shareholder and the key employees for their continuing employment with the newly incorporated subsidiary for the next three years from the acquisition date.

F-36

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

(f)    Acquisition of Chengdu Beiguo

        In April 2011, Beijing Wowo Tuan acquired 60.4% equity interest of Chengdu Beiguo Technology Co., Ltd ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $196,969 (RMB1.3 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        On July 1, 2011, 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the company are granted to the original shareholders of Chengdu Beiguo with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo for the next four years.

(g)   Acquisition of Shanghai Yinqing

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB 2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

(h)   Acquisition of Langfang Wodetuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Langfang Wodetuan, which operates the group buying business in Langfang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Langfang Wodetuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Langfang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Langfang Wodetuan with the performance condition based on the revenue and gross margin generated from the operation of Langfang Wowo Tuan for the next four years.

(i)    Acquisition of Xiamen Shantuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Xiamen Shantuan which operates the group buying business in Xiamen for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the original shareholders and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Xiamen Shantuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Xiamen Wowo Tuan and will grant certain share options of the Company to the original shareholders of

F-37

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

Xiamen Shantuan with the performance condition based on the revenue and gross margin generated from the operation of Xiamen Wowo Tuan for the next four years.

(j)    Acquisition of Changzhou Jingcaituan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in of Changzhou Jingcaituan, which operates the group buying business in Changzhou for a total consideration of $818,182 (RMB5.4 million).

(k)   Acquisition of Ningbo Tangtuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Ningbo Tangtuan, which operates the group buying business in Ningbo for a total consideration of $303,030 (RMB2 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date.

(l)    Acquisition of Kai Yi Shi Dai

        On April 1, 2011, Maodong acquired 100% equity interest of Kai Yi Shi Dai for a total cash consideration of $909,091(RMB6 million) from the original shareholders of Kai Yi Shi Dai. Kai Yi Shi Dai offers the group buying customers to access a searching platform in Beijing.

        Through entering into a series of contractual arrangement between WOFE on May 31, 2011, the Company became the primary beneficiary of Kai Yi Shi Dai.

(m)  Acquisition of other group buying businesses

        In February 2011, Wowo Holding Limited (HongKong) ("Wowo HK") acquired 100% interest in Shijiazhuang Jutuaner, which operate the searching platform for group buying business in Shijiazhuang, for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (RMB0.4 million) and shares of Wowo HK valued at $60,606 (RMB0.4 million). In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration.

        In February 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou Zuituan for contingent consideration based on performance of the original shareholders for the next two years.

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Xiamen, Hangzhou, Shaoxing, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $681,818 (RMB4.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders for their continuing employment with Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, respectively, for the next three years from the acquisition date.

        In March 2011, Beijing Wowo Tuan acquired 100% interest in Hunan Tuankela, which operates the group buying business in Hunan for a total consideration of $374,242 (RMB2.47 million). In

F-38

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

March 2011, Hunan Wowo Tuan was set up for the business acquired, and 49% of the equity was transferred to the original holder of Hunan Tuankela.

        In March 2011, Beijing Wowo Tuan signed agreement with two other unrelated companies to set up a company named Baoding Dulituan with paid-in capital of $606,061 (RMB4 million), Beijing Wowo Tuan held 51% equity shares of Baoding Dulituan with capital injection of $309,091(RMB2.04 million). Baoding Dulituan is engaged in group buying business in Baoding.

        In April 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        The above transactions were considered as acquisition of businesses and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes. The total consideration for all above mentioned acquisitions subsequent to the balance sheet as of December 31, 2010 through September 20, 2011 was US$7,669,594. The allocation of the purchase price was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

        The purchase price for all above mentioned acquisitions was allocated as follows:

					Amortization period
Net tangible assets acquired		$	1,589,872
Intangible assets:
	Trade name/domain name		590,151		10 years
	User base		439,318		2 years
	Operating system		115,259		3 years
	Customer relationship		19,545		6 years
Deferred tax liabilities			(109,242	)
Goodwill			5,024,692
Total		$	7,669,595
Cash consideration			5,947,349
Fair value of noncontrolling interest			1,722,246
Total consideration		$	7,669,595

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the Company are granted to the original shareholders of Chengdu Beiguo with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

F-39

WOWO GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

17.   SUBSEQUENT EVENTS (Continued)

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will acquire the remaining 49% of Hunan Wowo Tuan with zero consideration and will grant certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into from December 2010 to April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and will grant certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

F-40

WOWO GROUP LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-Current assets:
	Investment in subsidiaries and variable interest entity	$	2,013,054
TOTAL ASSETS			2,013,054
Equity:
	Ordinary shares ($0.00001 par value; 1,928,600,536 shares authorized; 300,000,000 shares issued as of December 31, 2010)		3,000
	Additional paid-in capital		2,067,501
	Accumulated deficit		(58,235	)
	Accumulated other comprehensive income		788
TOTAL EQUITY		$	2,013,054

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-41

WOWO GROUP LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

(In U.S. dollars)

Notes:

1.     BASIS FOR PREPARATION

        The condensed financial information of the parent company, Wowo Group Limited, has been prepared using the same accounting policies as set out in the Company's consolidated financial statements except that the parent company has used equity method to account for its investment in its subsidiaries and its variable interest entity ("VIE").

        The condensed financial information is provided since the restricted net assets of the Group's subsidiaries and VIE were over the 25% of the consolidated net assets of the Group as of December 31, 2010.

2.     INVESTMENT IN SUBSIDIARIES

        The parent company and its subsidiaries and VIE were included in the consolidated financial statements where inter-company balances and transactions were eliminated upon consolidation. For purpose of the parent company's stand-alone financial statements, its investments in subsidiaries and VIE were reported using the equity method of accounting. The parent company's share of loss from its subsidiaries and VIE were reported as share of loss of subsidiaries and VIE in the accompanying parent company financial statements.

F-42

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share data)

		December 31, 2010 (successor)			June 30, 2011 (successor)			June 30, 2011 (Pro forma)
								(Note 3)
ASSETS
Current assets:
	Cash and cash equivalents	$	180,899		$	38,577,964		$	38,577,964
	Accounts receivable		105,318			242,998			242,998
	Prepaid expenses and other current assets		45,735			11,552,861			11,552,861
	Amounts due from related parties		457,736			648,472			648,472
Total current assets			789,688			51,022,295			51,022,295
Property and equipment, net			102,319			3,609,444			3,609,444
Acquired intangible assets, net			661,242			1,696,627			1,696,627
Goodwill			1,840,346			7,010,014			7,010,014
TOTAL ASSETS			3,393,595			63,338,380			63,338,380
Current liabilities:
	Accounts payable (including accounts payable of the consolidated VIE entities without recourse to Wowo Group Limited of $492,205 and $5,964,123 as of December 31, 2010 and June 30, 2011, respectively)		492,205			5,964,123			5,964,123
	Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE entities without recourse to Wowo Group Limited of $709,401 and $21,452,795 as of December 31, 2010 and June 30, 2011, respectively)		709,401			22,586,533			22,586,533
	Deferred revenue (including deferred revenue of the consolidated VIE entities without recourse to Wowo Group Limited of nil and $7,608,386 as of December 31, 2010 and June 30, 2011, respectively)		—			7,608,386			7,608,386
	Amounts due to related parties (including amount due to related parties of the consolidated VIE entities without recourse to Wowo Group Limited of $2,367 and $232,072 as of December 31, 2010 and June 30, 2011, respectively)		2,367			232,072			232,072
	Income tax payable (including income tax payable of the consolidated VIE entities without recourse to Wowo Group Limited of $41,454 and $49,168 as of December 31, 2010 and June 30, 2011, respectively)		41,454			49,168			49,168
Total current liabilities			1,245,427			36,440,282			36,440,282
Deferred tax liabilities			135,114			227,895			227,895
Total liabilities			1,380,541			36,668,177			36,668,177
Commitments and contingencies (Note 18)
Series A-1 convertible redeemable preferred shares ($0.00001 par value; total 20,000,000 preferred shares authorized, nil and 5,489,604 shares issued and outstanding as of December 31, 2010 and June 30, 2011, liquidation value $11,565,304)			—			5,159,717			—
Series A-2 convertible redeemable preferred shares ($0.00001 par value; total 51,339,464 preferred shares authorized, nil and 32,857,257 shares issued and outstanding as of December 31, 2010 and June 30, 2011, liquidation value $74,017,945)			—			32,312,022			—
Equity/(deficit):
	Ordinary shares ($0.00001 par value; 1,928,600,536 shares authorized, 300,000,000 and 323,886,640 shares issued and outstanding as of December 31, 2010 and June 30, 2011)		3,000			3,239			3,622
	Additional paid-in capital		2,067,501			18,499,309			55,970,665
	Accumulated deficit		(58,235	)		(30,653,385	)		(30,653,385	)
	Accumulated other comprehensive income/(loss)		788			(191,671	)		(191,671	)
Total Wowo Group Limited's equity/(deficit)			2,013,054			(12,342,508	)		25,129,231
Noncontrolling interests			—			1,540,972			1,540,972
Total equity/(deficit)			2,013,054			(10,801,536	)		26,670,203
TOTAL LIABILITIES, SERIES A CONVERTIBLE REDEEMABLE PREFERRED SHARES AND EQUITY/(DEFICIT)		$	3,393,595		$	63,338,380		$	63,338,380

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-43

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except share and per share data)

		Six-month period ended June 30,
		2010 (predecessor)		2011 (successor)
Net revenues		$	119,654	$	15,464,491
Cost of revenues			78,194		14,265,472
Gross profit			41,460		1,199,019
Operating expenses:
	Selling and marketing (including share-based compensation of nil and $214,120 for six-month period ended June 30, 2010 and 2011, respectively)		4,903		25,855,240
	General and administrative (including share-based compensation of nil and $2,673,103 for six-month period ended June 30, 2010 and 2011, respectively)		9,441		5,770,114
Total operating expenses			14,344		31,625,354
Income/(loss) from operations			27,116		(30,426,335	)
Provision/(benefit) for income tax			7,873		(11,785	)
Net income/(loss)			19,243		(30,414,550	)
Less: Net loss attributable to noncontrolling interests			—		(422,496	)
Net income/(loss) attributable to Wowo Group Limited			19,243		(29,992,054	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—		177,790
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—		427,687
Net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited		$	19,243	$	(30,597,531	)
Net income/(loss) per ordinary share
	Basic	$	—	$	(0.10	)
	Diluted	$	—	$	(0.10	)
Net income per Series A-1 convertible redeemable preferred share—Basic			N/A	$	0.07
Net income per Series A-2 convertible redeemable preferred share—Basic			N/A	$	0.06
Weighted average shares used in calculating net loss per ordinary share
	Basic		300,000,000		317,269,456
	Diluted		300,000,000		317,269,456
Weighted average shares used in calculating net income per Series A-1 convertible redeemable preferred share			N/A		2,714,304
Weighted average shares used in calculating net income per Series A-2 convertible redeemable preferred share			N/A		6,594,269

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-44

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS)

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

	Wowo Group Limited's shareholder's equity/(deficit)
	Ordinary shares						Retained earnings/ Accumulated deficits			Accumulated other comprehensive income/(loss)			Total Wowo Group Limited's shareholders' equity/(deficit)
					Additional paid-in capital											Noncontrolling interests			Total equity/(deficit)			Comprehensive income /(loss)
Predecessor	Shares		Amount
Balance as of January 1, 2010		—	$	—	$	4,323	$	(1,057	)	$	72		$	3,338		$	—		$	3,338
Net income		—		—		—		19,243			—			19,243			—			19,243		$	19,243
Foreign currency translation adjustment		—		—		—		—			(39	)		(39	)		—			(39	)		(39	)
Balance as of June 30, 2010		—		—		4,323		18,186			33			22,542			—			22,542			19,204
Successor
Balance as of January 1, 2011		300,000,000		3,000		2,067,501		(58,235	)		788			2,013,054			—			2,013,054
Issuance of ordinary shares (Note 12)		23,886,640		239		10,970,776		—			—			10,971,015			—			10,971,015
Capital contribution from shareholders		—		—		1,667,099		—			—			1,667,099			—			1,667,099
Capital contribution by Mr. Maodong Xu to acquire Kai Yi Shi Dai		—		—		906,710		2,381			—			909,091			—			909,091
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares		—		—		—		(177,790	)		—			(177,790	)		—			(177,790	)
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares		—		—		—		(427,687	)		—			(427,687	)		—			(427,687	)
Net loss		—		—		—		(29,992,054	)		—			(29,992,054	)		(422,496	)		(30,414,550	)		(30,414,550	)
Share-based compensation		—		—		2,887,223		—			—			2,887,223			—			2,887,223
Acquisition of VIE and VIEs' subsidiaries		—		—		—		—			—			—			1,944,973			1,944,973
Foreign currency translation adjustment		—		—		—		—			(192,459	)		(192,459	)		18,495			(173,964	)		(173,964	)
Balance as of June 30, 2011		323,886,640	$	3,239	$	18,499,309	$	(30,653,385	)	$	(191,671	)	$	(12,342,508	)	$	1,540,972		$	(10,801,536	)	$	(30,588,514	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-45

WOWO GROUP LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Six-month period ended June 30,
			2010 (predecessor)			2011 (successor)
Cash flows from operating activities:
	Net income/(loss)		$	19,243		$	(30,414,550	)
	Adjustments to reconcile net income/(loss) to net cash used in operating activities:
		Share-based compensation		—			2,887,223
		Depreciation and amortization		—			292,913
		Deferred income taxes		—			(21,376	)
Changes in operating assets and liabilities:
		Accounts receivable		(3,789	)		6,450
		Prepaid expenses and other current assets		—			(10,858,459	)
		Accounts payable		(47,192	)		5,031,395
		Deferred revenue		—			7,526,467
		Accrued expenses and other current liabilities		12,046			11,129,241
		Income tax payable		7,871			2,532
Net cash used in operating activities				(11,821	)		(14,418,164	)
Cash flows from investing activities:
	Purchase of property and equipment			—			(3,352,488	)
	Payments for acquisition of business (net of cash acquired of $1,610,499)			—			(2,318,957	)
	Amounts due from related parties			(133	)		(105,538	)
Net cash used in investing activities				(133	)		(5,776,983	)
Cash flows from financing activities:
	Proceeds from issuance of Series A-1 convertible redeemable preferred shares			—			5,000,000
	Proceeds from issuance of Series A-2 convertible redeemable preferred shares			—			32,000,000
	Advance for planned capital injection of Series A-2 convertible redeemable preferred shares			—			1,000,000
	Contribution from shareholders			—			7,983,291
	Amounts due to related parties			11,754			71,311
	Proceeds from issuance of ordinary shares			—			10,971,015
	Capital contributions from shareholders			—			1,667,099
Cash provided by financing activities				11,754			58,692,716
Effect of exchange rate changes				33			(100,504	)
(Decrease)/increase in cash				(167	)		38,397,065
Cash and cash equivalents, beginning of the period				5,064			180,899
Cash and cash equivalents, end of the period			$	4,897		$	38,577,964
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	2,829
Non-cash investing activities:
	Acquisition of business
		Outstanding consideration payable for the acquisitions during the six-month period ended June 30, 2010 and 2011		—		$	1,587,762
Non-cash financing activities:
	Accrued issuance costs related to preferred share offerings			—			133,738

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-46

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Group Limited ("the Company") was incorporated in British Virgin Islands ("BVI") on January 11, 2011. The Company and its consolidated subsidiaries, variable interest entities ("VIEs") and VIEs' subsidiaries are primarily engaged in the provision of online group buying services relating to local e-commerce services in the food service, health and beauty, leisure, recreation and retail sectors in the People's Republic of China ("PRC").

        As of June 30, 2011, details of the Group's subsidiaries, VIEs and VIEs' subsidiaries were as follows:

	Later of acquisition/ incorporation		Place of establishment/ incorporation	Percentage of economic ownership
Subsidiaries:
Wowo Holding Limited (HK) ("Wowo HK")		January 24, 2011	Hong Kong		100	%
Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE")		May 19, 2011	PRC		100	%
VIEs:
Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan")		December 31, 2010	PRC		100	%
Beijing Kai Yi Shi Dai Network Technology Co., Ltd. ("Kai Yi Shi Dai")		April 1, 2011	PRC		100	%
Beijing Yi You Bao Information Technology Co., Ltd. ("Yi You Bao")		May 6, 2011	PRC		100	%
VIEs' subsidiaries:
Changzhou Wowo Tuan Information Technology Co., Ltd.		February 9, 2011	PRC		100	%
Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		February 28, 2011	PRC		100	%
Hunan Wowo Tuan Information Technology Co., Ltd.		March 2, 2011	PRC		51	%
Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		April 1, 2011	PRC		100	%
Jinan Wuzhiwu Information Technology Co., Ltd.		April 2, 2011	PRC		100	%
Shaoxing Wowo Tuan Information Technology Co., Ltd.		April 7, 2011	PRC		100	%
Langfang Wowo Tuan Information Technology Co., Ltd.		May 10, 2011	PRC		100	%
Jilin Wowo Tuan Information Technology Co., Ltd.		June 2, 2011	PRC		100	%
Wuxi Yuzhong Internet Technology Co., Ltd.		February 28, 2011	PRC		51	%
Shenzhen Xunjie Time Media Co., Ltd		March 1, 2011	PRC		51	%
Shanghai Yinqing Advertising Co., Ltd.		March 11, 2011	PRC		51	%
Chengdu Beiguo Technology Co., Ltd.		April 1, 2011	PRC		60	%

History of the Group and reorganization under common control

        The Company was established on January 11, 2011 with share capital of $1 by New Field Worldwide Limited ("New Field"), a limited company which is 60% owned by Mr. Maodong Xu

F-47

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

("Maodong") and 40% owned by Mr. Tianqing Xu ("Tianqing"), brother of Mondong, (Maodong and Tianqing are collectively referred to "Xu") as a vehicle for the group reorganization. Xu agreed to acting in collaboration regarding the decisions on the Company's significant financing, investing and operating activities. The Group commenced its group buying business in China in March 2010 through Beijing Wowo Tuan which has subsequently become the Group's VIE through the contractual arrangements described below in "the VIEs arrangements".

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 41,100,000 of their own ordinary shares of the Company, to certain directors and executives of the Company for compensation of their services to the Group. These directors and executives collectively held 15.16% of the Company's total outstanding shares.

        On January 20, 2011 and March 8, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for consideration of $2,964,930 and 16,194,332 ordinary shares to an individual investor for consideration of $8,006,085, respectively.

        On January 20, 2011, Maodong transferred 3,467,451of his ordinary shares of the Company to the five founder shareholders and key employees as the settlement for part of the consideration for its acquisition of Beijing Wowo Tuan on December 30, 2010 (see below for detail).

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for cash proceeds of $5,000,000. On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.97391 per Series A-2 Preferred Shares for total cash proceeds of $30,000,000 and $2,000,000, respectively.

        After a series of issuance and transfers of shares and transactions, Xu collectively held 59.3% voting rights of the Company as of June 30, 2011.

        Beijing Wowo Tuan was established by two shareholders in Beijing, the PRC, as a limited liability company on May 26, 2008 and commenced its group buying business operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Maodong and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired Beijing Wowo Tuan ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (RMB12.3 million) including cash of $500,000 (RMB3.3 million) and an undertaking to issue shares in the Company which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in the Company was valued at $1,363,637 (RMB9 million). The number of shares of Wowo BVI that was transferred as settlement in the amount of $1,363,637 was determined based on the transaction price of US$0.4 per share

F-48

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

determined at arm's-length with certain investors who purchased ordinary shares of Wowo BVI on January 20, 2011.

        Shortly after the completion of the acquisition of Beijing Wowo Tuan, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Tianqing at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Maodong and Tianqing, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Maodong and Tianqing of the acquisition of Beijing Wowo Tuan has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        From December 2010 to April 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in the PRC to establish new companies in which Beijing Wowo Tuan holds controlling interests or to acquire such local group buying service providers' businesses (see Note 5).

        On January 24, 2011, the Company established two wholly owned subsidiaries including an entity incorporated in Hong Kong, namely Wowo Holding Limited (Hong Kong) ("Wowo HK") and on May 19, 2011, an entity incorporated in Beijing, namely Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE").

        On April 1, 2011, Mr. Maodong Xu ("Maodong") acquired 100% equity interest of Kai Yi Shi Dai, which offers the group buying customers to access a searching platform.

        On May 6, 2011, Maodong established Yi You Bao, which is engaged in the internal research and development on the guest electronic management system.

        Through entering into a series of contractual arrangements between its WOFE and VIEs on May 31, 2011 and June 10, 2011, the Company succeeded the business of provision of online group buying services of Beijing Wowo Tuan, searching services of Kai Yi Shi Dai and the internal research and development of Yi You Bao. Immediately and after the reorganization, Maodong and Tianqing controlled the Company, WOFE, Beijing Wowo Tuan and its subsidiaries, Kai Yi Shi Dai and Yi You Bao; therefore, the reorganization was accounted for as a transaction between entities under common control. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared by using Xu's basis and as of the current corporate structure had been in existence since the date Maodong and his wife, Ms. Fang Zhou acquired Beijing Wowo Tuan, the predecessor to the Company.

        Consequently, the pre-change in basis financial statements of the Group ("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting bases.

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution

F-49

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its businesses through the VIEs and VIEs' subsidiaries. To provide the Company the expected residual returns of the VIEs and VIEs' subsidiaries, WOFE entered into a series of contractual arrangements with the VIEs including Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Technical Support Service Agreement.    WOFE and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including its subsidiaries or any companies or entities under its control, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. The VIEs shall pay to WOFE service fees determined based on the revenues of the affiliated consolidated entities. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements shall be extended automatically by another ten years upon the written confirmation by WOFE before the expiry of thereof. During the term of the exclusive technical support service agreements, any of the affiliated consolidated entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, or other illegal action or bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to WOFE as collateral to secure performance of all obligations of the affiliated consolidated entities and their shareholders under the applicable exclusive technical support service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

•

Agreements that Provide the Company with Effective Control over VIEs

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of his rights as a shareholder of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

F-50

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into exclusive call option agreements with WOFE, pursuant to which WOFE has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and the shareholders of the affiliated consolidated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of WOFE.

        Through these contractual agreements, the Company has the ability to effectively control the VIEs and VIEs' subsidiaries and is also able to receive substantially all the economic benefits of the VIEs and VIEs' subsidiaries.

        In June 2009, the Financial Accounting Standards Board (the "FASB") issued an authoritative pronouncement to amend the accounting rules for VIE. The amendment effectively replaces the quantitative-based risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has (1) the power to direct the activities of a variable interest entity that most significantly affect the entity's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. The new guidance also requires additional disclosures about a reporting entity's involvement with VIE and about any significant changes in risk exposure as a result of that involvement.

        The new guidance is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, and all interim and annual periods thereafter. The Company adopted the new guidance on January 1, 2010 and the disclosure requirements of the new guidance were retrospectively applied for all the periods presented in the unaudited condensed consolidated financial statements.

        The Company believes that Wowo Shijie's contractual arrangements with the VIEs and their respective subsidiaries are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entities were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entities not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entities. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

F-51

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

•

block the Group's websites;

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs, VIEs' subsidiaries, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIEs and VIEs' subsidiaries. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, the VIEs and their respective subsidiaries.

        These are no consolidated VIE entities' assets that are collateral for the VIE entities' obligations and can only be used to settle the VIE entities' obligations.

        The following financial statement balances and amounts of the VIEs and VIEs' subsidiaries were included in the accompanying unaudited condensed consolidated financial statements as follows:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Total current assets	$	789,688	$	20,603,817
Total non-current assets		2,603,907		12,316,085
Total assets		3,393,595		32,919,902
Total current liabilities		1,245,427		35,306,544
Total non-current liabilities		135,114		227,895
Total liabilities	$	1,380,541	$	35,534,439

F-52

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

	Six-month period ended June 30,
	2010 (predecessor)		2011 (successor)
Net revenues	$	119,654	$	15,464,491
Net income/(loss)	$	27,116	$	(27,245,635	)

	Six-month period ended June 30,
	2010 (predecessor)			2011 (successor)
Net cash used in operating activities	$	(11,821	)	$	(14,418,164	)
Net cash used in investing activities		(133	)		(5,776,983	)
Net cash provided by financing activities	$	11,754		$	20,692,715

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The unaudited condensed consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP"). The results of operations for the six-month period ended June 30, 2010 and 2011 are not necessarily indicative of the results of the full years. The Group believes that the disclosures are adequate to make the information presented not misleading.

        In opinion of the management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

        The financial information as of December 31, 2010 presented in the unaudited condensed financial statements is derived from the Beijing Wowo Tuan's audited consolidated financial statements for the year ended December 31, 2010.

        The Group had experienced a net loss of approximately $30.4 million in the six-months ended June 30, 2011 and total deficit of approximately $10.8 million as of June 30, 2011. Based on the Group's liquidity and available cash position as of July 30, 2011 and with the additional fund raising of $18 million in connection with the issuance of Series A-2 convertible redeemable preferred shares in July 2011, the management believes the Group is able to meet in full its financial obligations as they fall due for at least the next 12 months. As a result, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis.

Basis of consolidation

        The unaudited condensed consolidated financial statements included the financial statements of the Company, its consolidated subsidiaries, VIEs and VIEs' subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.

F-53

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

        The Group primarily generates revenue from the sales of the online coupon. The Group recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured.

        For the period prior to January 2011, the Group allowed customers to claim for refunds and returns on the coupons sold if the customers found any defects or damages on goods or service after redemption of the coupon. Claims for refunds and returns during the periods prior to January, 2011 were estimated to be minimal. The amount of sales return and refund for the six-month period ended June 30, 2010 (predecessor) was nil. Hence, the criteria for revenue recognition generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Group; and (iii) the Group has released the electronic coupons for the agreed discounted prices to the participating users.

        For the period subsequent to January 2011, the Group has adopted new return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a customer has not redeemed the coupon. Due to the short operating history of the Group, the Group is not able to reasonably estimate the amount of refunds in relation to those unused coupons. Hence, the payment received for unredeemed coupons are initially recognized as deferred revenues and are recognized as revenues when the coupons are redeemed. Deferred revenue recognized in relation to unredeemed coupons as of June 30, 2011 was $7,608,386.

        The Group, from time to time, voluntarily distributes discount coupons as sales incentives. These coupons can only be utilized in conjunction with subsequent purchases and are recorded as reduction of revenues at the time of use.

        The Group records the gross amount it receives, excluding taxes where applicable, when (i) the Group is the primary obligor in the transaction; (ii) the Group has latitude in establishing price; (iii) the Group has discretion in supplier selection. In addition, the Group recognizes revenue on a net basis when (i) the Group is not the primary obligor in offering the group buying services to the users. The Group is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Group collect pre-agreed fixed from the merchant clients and (iii) the merchant clients have the credit risk. The Group recognized revenue of $14,890,301 on a gross basis and $649,682 on a net basis for the six-month period ended June 30, 2011.

        The Group provides links to third-party websites or online applications on its websites and secure platform products. The Group charges its customers a fixed fee for an agreed contract period. The Company recognizes revenues ratably over the period the advertising is provided. The Company recognized revenue of $28,221 for the six-month period ended June 30, 2011.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net

F-54

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

revenue for the six-month period ended June 30, 2010 and 2011 totaled $2,832 and $103,713 respectively.

Rewards programs

        The Group uses various subscriber reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Group grants the subscriber credits that can be redeemed in the future. The Group accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the unaudited condensed consolidated balance sheets (see Note 10 "Accrued expenses and other current liabilities") and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Group's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's unaudited condensed consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, impairment of goodwill, valuation allowance for deferred tax assets, fair value of ordinary shares, share-based compensation and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-55

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment, net, are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Acquired intangible assets, net

        Acquired intangible assets, net, with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	10 years
User base	2 years
Operating system	3 years
Customer relationship	6 years

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the six-month period ended June 30, 2010 and 2011.

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second

F-56

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the six-month period ended June 30, 2010 and 2011.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the unaudited condensed consolidated statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the unaudited condensed consolidated statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the condensed consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional and reporting currency of the Company is the United States dollar ("U.S. dollars"). The financial records of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC and Hong Kong are maintained in their local currencies, the Renminbi ("RMB") and Hong Kong Dollar ("HK$"), respectively, which are also the functional currencies of these entities.

F-57

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling on the balance sheet date. Transactions in currencies other than the functional currency during the period are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the condensed consolidated statements of operations.

        The Company's entities with functional currency of RMB and HK$ translate their operating results and financial position into the U.S. dollars, the Group's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income/(loss).

Share-based payments

        Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs net of an estimated forfeiture rate using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or is expected to differ, from such estimate. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expenses to be recognized in future periods.

        Share-based payment awards issued to non-employees, such as consultants, are measured at fair value at the earlier of the commitment date or the date the service is completed and recognized over the period the service is provided.

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 5 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses using straight-line method over the requisite service periods.

Net income/(loss) per share

        Basic net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shareholders of Wowo Group Limited by the weighted average number of ordinary shares outstanding during the period. Diluted net income/(loss) per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

        The Group's convertible redeemable preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group applies the two-class method of computing net income/(loss) per share, for ordinary and preferred shares

F-58

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

according to participation rights in undistributed earnings. Under this method, undistributed net income is allocated on a pro rata basis to the ordinary and preferred shares to the extent that each class may share income for the period; whereas the undistributed net loss is allocated to ordinary shares because preferred shares are not contractually obligated to share the loss.

        Diluted net income/(loss) per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had convertible redeemable preferred shares and share options, which could potentially dilute basic net income/(loss) per ordinary share. To calculate the number of shares for diluted income/(loss) per share, the effect of the convertible redeemable preferred shares is computed using the as if-converted method; the effect of the share options is computed using the treasury stock method.

Beneficial conversion feature

        For convertible instruments, a beneficial conversion feature is recognized when the conversion price is less than the fair value of the ordinary share into which the instrument is converted. For convertible instruments that have a stated redemption date (such as debt and mandatorily redeemable preferred shares), the discount resulting from recording a beneficial conversion option is accreted from the date of issuance to the stated redemption date of the convertible instrument, regardless of when the earliest conversion date occurs.

        In circumstances in which the instrument is converted prior to amortization of the full amount of the discount, the remaining unamortized discount at the date of conversion is immediately recognized as interest expense or as a dividend, as appropriate.

Comprehensive income/(loss)

        Comprehensive income/(loss) includes net income (loss) and foreign currency translation adjustments. Comprehensive income/(loss) is reported in the condensed consolidated statements of changes in equity/(deficit) and comprehensive income/(loss).

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

F-59

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Cash is the common form of the consideration paid for acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in the condensed consolidated statements of operations.

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amounts due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amounts due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the condensed consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a recurring basis include the contingent consideration payable in connection with a business acquisition (see Note 5(n)) based on Level 3 inputs.

F-60

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Maodong and Tianqing and business acquisitions set out in Note 5.

Recently issued accounting standards not yet adopted

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     UNAUDITED PRO FORMA INFORMATION

        The Company believes the preferred shares will be automatically converted upon the initial public offering of its shares in the fourth quarter of 2011 as this offering is expected to be qualified as a Qualified IPO (see Note 13).

        Unaudited pro forma balance sheet information as of June 30, 2011 assumes the conversion of the Series A-1 convertible redeemable preferred shares and Series A-2 convertible redeemable preferred shares outstanding into ordinary shares using a conversion ratio of 1:1, which will result in 38,346,861 ordinary shares being issued in connection with the conversion, as if the conversion had occurred as of June 30, 2011.

        Unaudited pro forma net income/(loss) per ordinary share is not presented because the effect of the conversion of the outstanding Series A-1 convertible redeemable preferred shares and Series A-2 convertible redeemable preferred shares using conversion ratios of 1:1 would not result in any dilution to net income/(loss) applicable to ordinary shareholders and would have resulted in a pro forma net income/(loss) per ordinary share equal to the actual net income/(loss) per ordinary share for the six-month period ended June 30, 2010 and 2011.

F-61

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

4.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews financial information of separate geographic locations based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Company. The business is organized and monitored on the basis of geographic locations. This financial information is only presented at the revenue level with no allocation of direct or indirect costs. Consequently, the Group has determined that it has only one operating segment.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

5.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shijiazhuang Letuaner

        On January 1, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") from Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Shijiazhuang Chuanglian relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on February 28, 2011 for the online group buying service business of Shijiazhuang Letuaner, to the original shareholder and the key employees of Shijiazhuang Chuanglian for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-62

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	21,494
Intangible assets:
	Trade name/domain name		6,818	10 years
	User base		34,697	2 years
	Operating system		6,364	3 years
Goodwill			6,385
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into in December 2010. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shijiazhuang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shijiazhuang Letuaner with the performance condition based on the revenue and gross margin generated from the operation of Shijiazhuang Wowo Tuan for the next four years.

(b)   Acquisition of Changzhou Bangketuan

        On January 7, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.bangke.com ("Changzhou Bangketuan") from Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on February 9, 2011 for the online group buying service business, to the original shareholders and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-63

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	5,812
Intangible assets:
	Trade name/domain name		5,303	10 years
	User base		11,212	2 years
	Operating system		6,364	3 years
Goodwill			47,067
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

(c)   Acquisition of Wuxi Yuzhong

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $454,546 (RMB3 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB2 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-64

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	186,634
Intangible assets:
	Trade name/domain name		163,636		10 years
	User base		19,394		2 years
	Operating system		6,970		3 years
Deferred tax liabilities			(47,500	)
Goodwill			1,052,078
Total		$	1,381,212
Cash consideration			757,576
Fair value of 49% noncontrolling interest		$	623,636
Total		$	1,381,212

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

(d)   Acquisition of Shenzhen Xunjie

        On March 1, 2011, Beijing Wowo Tuan acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-65

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

Net tangible assets acquired	$	410,554
Goodwill		477,230
Total	$	887,784
Cash consideration		454,545
Fair value of 48.8% noncontrolling interest		433,239
Total	$	887,784

        The purposes for the acquisition of Shenzhen Xunjie was to a) acquire the management teams of Shenzhen Xunjie for its in-depth knowledge of the local community and culture, and its dedicated sales team; and b) quickly expand in new geographic zones.

        As of the acquisition date, Shenzhen Xunjie has no website, trade name, operating platform and any other identifiable intangible assets. The business license of online group buying business is easy to obtain, thus the business license of Shenzhen Xunjie is of no material value.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(e)   Acquisition of Fuzhou Baiketuan

        On April 1, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.baike.com ("Fuzhou Baiketuan") from Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai") for a total cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees of Fuzhou Fuhai for their continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-66

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	4,015
Intangible assets:
	Trade name/domain name		3,182	10 years
	User base		31,818	2 years
	Operating system		6,364	3 years
Goodwill			76
Total consideration		$	45,455

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(f)    Acquisition of Chengdu Beiguo

        On April 1, 2011, Beijing Wowo Tuan acquired 60.4% equity interest of Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $181,818 (RMB1.2 million). In addition, Beijing Wowo Tuan injected $242,424 (RMB1.6 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	249,707
Intangible assets:
	Trade name/domain name		80,606		10 years
	User base		38,182		2 years
	Operating system		6,364		3 years
Deferred tax liabilities			(31,288	)
Goodwill			358,817
Total		$	702,388
Cash consideration			424,242
Fair value of 39.6% noncontrolling interest		$	278,146
Total		$	702,388

F-67

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain stock options of the Company are granted to the original shareholders of Chengdu Beigou with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

(g)   Acquisition of Shanghai Yinqing

        On March 11, 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB 2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

Net tangible assets acquired	$	391,356
Goodwill		398,899
Total	$	790,255
Cash consideration		403,030
Fair value of 49% noncontrolling interest	$	387,225
Total	$	790,255

        The purposes for the acquisition of Shanghai Yinqing was to a) acquire the management teams of Shanghai Yinqing for its in-depth knowledge of the local community and culture, and its dedicated sales team; and b) quickly expand in new geographic zones.

        As of the acquisition date, Shanghai Yinqing has no website, trade name, operating platform and any other identifiable intangible assets. The business license of online group buying business is easy to obtain, thus the business license of Shanghai Yinqing is of no material value.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

F-68

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

(h)   Acquisition of Kai Yi Shi Dai

        On April 1, 2011, Maodong acquired 100% equity interest of Kai Yi Shi Dai for a total cash consideration of $909,091(RMB6 million) from the original shareholders of Kai Yi Shi Dai. Kai Yi Shi Dai offers the group buying customers to access a searching platform in Beijing. As described in Note 1, the Company through its WOFE entered into a series of contractual arrangements with Ka Yi Shi Dai, the Company became the primary beneficiary of Ka Yi Shi Dai and entitled to receive the expected residual returns of Ka Yi Shi Dai. Since then, Ka Yi Shi Dai was the VIE subsidiary of the Company.

        The consideration paid by Maodong in connection with the acquisition of Kai Yi Shi Dai has been allocated to the identifiable assets and liabilities of Kai Yi Shi Dai using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	17,592
Intangible assets:
	Trade name/domain name		69,697		10 years
	User base		27,879		2 years
	Operating system		4,697		3 years
	Customer relationship		19,545		6 years
Deferred tax liabilities			(30,455	)
Goodwill			800,136
Total consideration		$	909,091

        Kai Yi Shi Dai offers advertising services to other websites and merchant clients and offers search service for subscribers. Based on that, the fair value of customer relation consider the economic benefit from advertising business and the fair value of user base consider the economic benefit from registered subscribers.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(i)    Acquisition of Langfang Wodetuan

        On April 7, 2011, Beijing Wowo Tuan acquired 100% online group buying service business under the domain name of www.wdtuan.com ("Langfang Wodetuan") from Beijing Xinhai Hudong Technology Co., Ltd. ("Xinhai Hudong") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xinhai Hudong relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Langfang Wowo Tuan Information Technology Co., Ltd., a newly

F-69

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

incorporated company by Beijing Wowo Tuan on May 10, 2011, for the online group buying service business, to the original shareholder and the key employees of Xinhai Hudong for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	4,741
Intangible assets:
	Trade name/domain name		5,303	10 years
	User base		15,909	2 years
	Operating system		6,364	3 years
Goodwill			43,441
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Langfang Wodetuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Langfang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Langfang Wodetuan with the performance condition based on the revenue and gross margin generated from the operation of Langfang Wowo Tuan for the next four years.

(j)    Acquisition on Xiamen Shantuan

        On April 29, 2011, Beijing Wowo Tuan acquired 100% online group buying service business under the domain name of www.shantuan.com ("Xiamen Shantuan") from Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Xiamen Wowo Tuan Information Technology Co., Ltd. ("Xiamen Wowo"), a newly incorporated company by Beijing Wowo Tuan on July 20, 2011, for the online group buying service business, to the original shareholders and the key employee of Xiamen Juwang for their

F-70

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

continuing employment with Xiamen Shantuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net liabilities acquired		$	(10,501	)
Intangible assets:
	Trade name/domain name		40,909		10 years
	User base		59,197		2 years
	Operating system		8,288		3 years
Goodwill			205,137
Total consideration		$	303,030

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Xiamen Shantuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Xiamen Wowo Tuan and will grant certain share options of the Company to the original shareholders of Xiamen Shantuan with the performance condition based on the revenue and gross margin generated from the operation of Xiamen Wowo Tuan for the next four years.

(k)   Acquisition of Changzhou Jingcaituan

        On April 3, 2011, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.niceful.com, ("Changzhou Jingcaituan") from Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai"), for a total cash consideration of $818,182 (RMB5.4 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Jiangsu Chuangcai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Changzhou Jingcaituan to the original shareholders and the key employee for their continuing employment with Changzhou Jingcaituan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

F-71

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	279,261
Intangible assets:
	Trade name/domain name		56,061	10 years
	User base		69,545	2 years
	Operating system		6,212	3 years
Goodwill			407,103
Total consideration		$	818,182

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(l)    Acquisition of Ningbo Tangtuan

        On April 15, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.tomtuan.com ("Ningbo Tangtuan") from Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu") for a total cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu relating to this acquisition, Beijing Wowo Tuan transferred 49% of the equity interest of Ningbo Wowo Tuan Information Technology Co., Ltd. ("Ningbo Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on July 5, 2011, for the online group buying service business, to the original shareholder and the key employee of Ningbo Haishu for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-72

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	3,333
Intangible assets:
	Trade name/domain name		50,000	10 years
	User base		31,515	2 years
	Operating system		6,364	3 years
Goodwill			211,818
Total consideration		$	303,030

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(m)  Acquisition of Shaoxing Tongchenggou

        On March 25, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.sxtcg.com ("Shaoxing Tongchenggou") from Shaoxing Shangyue Internet Technology Service Co., Ltd. ("Shaoxing Shangyue") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Shaoxing Shangyue relating to this acquisition, Beijing Wowo Tuan transferred 49% of the equity interest of Shaoxing Wowo Tuan Information Technology Co., Ltd., a newly incorporated company by Beijing Wowo Tuan on April 7, 2011, to the original shareholder and the key employee of Shaoxing Shangyue for their continuing employment with Shaoxing Tongchenggou for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-73

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	1,993
Intangible assets:
	Trade name/domain name		5,303	10 years
	User base		8,030	2 years
	Operating system		6,364	3 years
Goodwill			54,068
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Shaoxing Tongchenggou entered into a supplemental agreement to the acquisition agreements entered into in March 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shaoxing Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shaoxing Tongchenggou with the performance condition based on the revenue and gross margin generated from the operation of Shaoxing Wowo Tuan for the next four years.

(n)   Acquisition of Others

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Hunan Tuankela, which operates the group buying business in Hunan for a total consideration of $374,242 (RMB2.47 million). In March, Hunan Wowo Tuan was set up for the business acquired, and 49% of the equity was transferred to the original holder of Hunan Tuankela.

        On February 25, 2011, Wowo HK acquired 100% of searching platform business under the domain name of www.jutuaner.com ("Shijiazhuang Jutuaner"), for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (RMB0.4 million) and shares of Wowo HK valued at $60,606 (RMB0.4 million), to the original shareholder. In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration. On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Jutuaner entered into a supplemental agreement to replace the share consideration by granting share options of the Company.

        On February 22, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.zuituan.com ("Hangzhou Zuituan") from Hangzhou Tuanke Network Technology Co., Ltd. for contingent consideration of $80,303 (RMB0.53 million) which is calculated based on the pre-defined formula as stipulated in the sales and purchase agreement in connection with this acquisition subject to the achievement of the revenue to be generated from the operation of Hangzhou Zuituan for the next two years.

F-74

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% business of Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Changsha, Hangzhou, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $606,060 (RMB4 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders and the key employees for their continuing employment with Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 15 for details).

        On April 14, 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        These transactions were considered as acquisitions of a business and accordingly the purchase method of accounting have been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase prices for these acquisitions were allocated as follows:

				Amortization period
Net tangible assets acquired		$	23,882
Intangible assets:
	Trade name/domain name		103,333	10 years
	User base		91,939	2 years
	Operating system		44,545	3 years
Goodwill			962,437
Total consideration		$	1,226,136

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        The tangible and intangible assets valuation for all the acquisitions described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan acquired the remaining 49% of Hunan Wowo Tuan with zero consideration and granted certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on

F-75

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into supplemental agreements to the acquisition agreements entered from December 2010 to April 2011. Based on the supplemental agreements, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and granted certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

(o)   Pro forma information

        The following unaudited pro forma information summarizes the results of operations for the six-month period ended June 30, 2010 and 2011 as if the acquisitions above had occurred on January 1, 2010 and 2011, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the periods indicated, nor is it indicative of future operating results.

	For the six-month period ended June 30,
	2010 (predecessor)			2011 (successor)
Pro forma net revenues	$	2,049,724		$	19,815,877
Pro forma net income/(loss) attributable to holders of ordinary shares of Wowo Group Limited		(240,088	)		(30,802,760	)
Pro forma net loss per ordinary share—basic		N/A			(0.10	)
Pro forma net loss per ordinary share—diluted		N/A			(0.10	)
Pro forma net income per Series A-1 convertible redeemable preferred shares—basic		N/A			0.07
Pro forma net income per Series A-2 convertible redeemable preferred shares—basic		N/A			0.06

        Pro forma net income/(loss) attributable to Wowo Group Limited were adjusted to include $90,127 and $71,960 of amortization cost for the intangible assets for the period six-month period ended June 30, 2010 and 2011.

        The aggregate amounts of unaudited net revenue and net loss of the acquired businesses/entities since their respective acquisition dates included in the unaudited condensed consolidated financial statements for the six month period ended June 30, 2011 were $5,589,686 and $1,325,693, respectively.

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WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

6.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Advance to suppliers	$	16,242	$	8,028,697
Rental and other deposits		12,038		1,050,620
Advances to employees		8,372		890,642
Prepaid rental expenses		8,106		862,369
Prepaid advertisement expenses		—		474,327
Other current assets		977		246,206
	$	45,735	$	11,552,861

7.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010 (successor)			June 30, 2011 (successor)
Furniture and fixtures	$	8,718		$	478,086
Computer and software		96,106			3,134,631
Leasehold improvement		—			128,118
Total		104,824			3,740,835
Less: accumulated depreciation		(2,505	)		(131,391	)
Property and equipment, net	$	102,319		$	3,609,444

        Depreciation expenses for the six-month period ended June 30, 2010 and 2011 were nil and $127,376, respectively.

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WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

8.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Trade name/domain name	$	438,938	$	1,050,824
User base		210,863		663,913
Operating system		11,441		129,372
Customer relationship		—		19,958
Total		661,242		1,864,067
Less: Accumulated amortization		—		(167,440	)
Acquired intangible assets, net	$	661,242	$	1,696,627

        The amortization expenses were nil and $165,537 for the six-month period ended June 30, 2010 and 2011, respectively. The Group expects to record amortization expenses of $235,541, $483,489, $207,828, $117,460, $108,409 and $543,900 for the second half of 2011, the year of 2012, 2013, 2014, 2015 and thereafter, respectively.

9.     GOODWILL

        The change in the goodwill balance for the period ended June 30, 2011 is as follows:

Balance as of January 1, 2011		$	1,840,346
Goodwill recognized in connection with acquisitions of:
	Shijiazhuang Letuaner (Note 5(a))		6,385
	Changzhou Bangketuan (Note 5(b))		47,067
	Wuxi Yuzhong (Note 5(c))		1,052,078
	Shenzhen Xunjie (Note 5(d))		477,230
	Fuzhou Baiketuan (Note 5(e))		76
	Chengdu Beiguo (Note 5(f))		358,817
	Shanghai Yinqing (Note 5(g))		398,899
	Kai Yi Shi Dai (Note 5(h))		800,136
	Langfang Wodetuan (Note 5(i))		43,441
	Xiamen Shantuan (Note 5(j))		205,137
	Changzhou Jingcaituan (Note 5(k))		407,103
	Ningbo Tangtuan (Note 5(l))		211,818
	Shaoxing Tongchenggou (Note 5(m))		54,068
	Others (Note 5(n))		962,437
Exchange difference			144,976
Balance as of June 30, 2011		$	7,010,014

F-78

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

10.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Consideration payable in connection with business acquisitions (Note 5)	$	409,091	$	1,587,762
Accrued payroll and welfare		172,241		6,766,926
Advance for planned capital injection		—		8,983,291
Payable for advertisements		—		4,546,887
Other tax payable		35,628		215,361
Advance from subscribers		6,979		180,008
Accrued refunds		26,076		—
Advance from rewards to subscribers		2,326		90,588
Payable for issuance cost of Series A-2 convertible redeemable preferred shares		—		133,738
Others		57,060		81,972
Total accrued expenses and other current liabilities	$	709,401	$	22,586,533

        Advance for planned capital injection represents proceeds of $1,000,000 received from the potential investors by issuing Series A-2 convertible redeemable preferred shares, and cash injection of $7,983,291 to Beijing Wowo Tuan prior to June 30, 2011 and was reclassified into paid-in capital of Beijing Wowo Tuan after the capital examination received from administration of industrial and commercial in July, 2011.

        The Company experienced significant expansion during the first half year of 2011 and spent heavily on advertisement, which mainly included spending on on-line advertising by placing advertising on certain search platform and spending on off-line advertising by placing advertising in subway stations and commercial buildings.

11.   INCOME TAXES

British Virgin Islands

        Under the current BVI law, the Company is not subject to taxation.

Hong Kong

        No provision for Hong Kong Profits Tax was made for the six-month period ended June 30, 2011 on the basis that Wowo HK did not have any assessable profits arising in or derived from Hong Kong for the period.

PRC

        The Group's PRC subsidiary, VIEs and VIEs' subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"),

F-79

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The PRC entities were subject to the income tax rate of 25% in the years of 2010 and 2011.

        Provision (credit) for income tax consisted of the following:

		Six-month period ended June 30,
		2010 (predecessor)		2011 (successor)
Income tax expenses:
	PRC current income tax expenses	$	7,873	$	9,591
	PRC deferred income tax benefits		—		(21,376	)
Total		$	7,873	$	(11,785	)

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31, 2010 (successor)			June 30, 2011 (successor)
Deferred tax assets
Current
	Accrued payroll	$	43,060		$	1,691,732
	Advertisement expenses		—			2,980,629
	Deferred revenue		—			82,742
Total current deferred tax assets			43,060			4,755,103
Non-current
	Net operating loss carry forwards		—			2,203,076
Total deferred tax assets						6,958,179
Less: valuation allowance			(43,060	)		(6,958,179	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	135,114		$	227,895
Total deferred tax liabilities		$	135,114		$	227,895

        The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Group's experience with tax attributes expiring unused and tax planning alternatives. The Group's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law.

F-80

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

        The Group had net operating losses of nil and $5,914,308 from the Group's PRC entities for the six-month period ended June 30, 2010 and 2011, respectively, and would expire on various dates through 2016. The Group operates its business through its subsidiaries, its VIEs and their subsidiaries. The Group does not file consolidated or consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries may not be used to offset other subsidiaries' or VIEs' earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. As of December 31, 2010 and June 30, 2011, valuation allowance was $43,060 and $6,958,129, respectively, which were provided against deferred tax assets arising from net operating losses as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future.

        Reconciliation between the expense of income taxes computed by applying the PRC tax rate to income (loss) before income taxes and the actual provision of income taxes is as follows:

		Six-month period ended June 30,
		2010 (predecessor)			2011 (successor)
Net income/(loss) before provision for income taxes		$	27,116		$	(30,426,335	)
Statutory tax rates in the PRC			25	%		25	%
Income tax at statutory tax rate			6,779			(7,606,584	)
Expenses not deductible for tax purposes
	Entertainment expenses exceeded tax limit		—			11,318
Effect of income tax rate difference in other jurisdiction			1,094			724,499
Changes of valuation allowance			—			6,858,982
Income tax expenses/(benefits)		$	7,873		$	(11,785	)

        The EIT Law includes a provision specifying that legal entities organized outside PRC will be considered residents for Chinese income tax purposes if their place of effective management or control is within PRC. If legal entities organized outside PRC were considered residents for Chinese income tax purpose, they would become subject to the EIT Law on their worldwide income. This would cause any income legal entities organized outside PRC earned to be subject to PRC's 25% EIT. The Implementation Rules to EIT Law provide that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. reside within PRC.

        Pursuant to the additional guidance released by the Chinese government on April 22, 2009 and recently issued bulletin on August 3, 2011 which provide more guidance on the implementation, management does not believe that the legal entities organized outside PRC should be characterized as PRC tax residents for EIT Law purposes.

        Under the EIT Law and its implementation rules which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with PRC that provides for a

F-81

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

different withholding arrangement. The BVI, where the Company is incorporated, does not have a tax treaty with PRC.

        There were no aggregate undistributed earnings of the Company's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC available for dividend distribution. Therefore, no deferred tax liability has been accrued for the Chinese dividend withholding taxes that might be payable upon the distribution of aggregate undistributed earnings as of June 30, 2011.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the six-month period ended June 30, 2010 and 2011, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits within 12 months from December 31, 2010. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods.

        Since January 1, 2008, the relevant tax authorities of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC have not conducted a tax examination. In accordance with relevant PRC tax administration laws, tax years from 2006 to 2010 of the Group's PRC subsidiaries, VIEs and VIEs' subsidiaries, remain subject to tax audits as of June 30, 2011, at the tax authority's discretion.

12.   ORDINARY SHARES

        On January 11, 2011, the Company authorized 50,000 ordinary shares with par value of $1 per share at incorporation and such shares are not yet issued.

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 20, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for an aggregate cash consideration of $2,964,930.

        On March 8, 2011, the Company issued 16,194,332 ordinary shares to an individual investor for a cash consideration of $8,006,085.

        Subsequently, the Company completed the 1 to 1 share exchange with Wowo Limited on August 4, 2011.

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of

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WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

$0.9108 per Series A-1 Preferred Share for total cash proceeds of $5,000,000 before issuance costs of $18,073.

        On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.97391 per Series A-2 Preferred Share for total cash proceeds of $30,000,000 and $2,000,000, respectively. The related issuance costs were $108,436 and $7,229, respectively and recorded in accrued expenses and other current liabilities.

        The rights, preferences, privileges and restriction granted to and imposed on the Series A-1 and A-2 Preferred Shares (collectively referred to as "Series A Preferred Shares") are as follows:

Voting rights

        Each Preferred Share shall carry a number of votes equal to the number of Ordinary Shares then issuable upon its conversion into Ordinary Shares. The Preferred Shares shall generally vote together with the Ordinary Shares and not as a separate class.

        According to the Amended Memorandum and Article of Association after above issuance of Series A-1 and Series A-2 Preferred Shares, the number of directors of the board of the Company is four, including one appointed by preferred shareholders and three appointed by ordinary shareholders.

Dividends

        No dividends shall be declared or paid on the ordinary shares or any future series of Preferred Shares, unless and until a dividend in like amount is declared and paid on each outstanding Preferred Share on an as-if converted basis.

        Each holder of Series A-2 Preferred Shares shall be entitled to receive, on annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-2 Preferred Share Issue Price, or (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-2 Preferred Shares could be converted.

        After the full preferential dividends for Series A-2 Preferred Shares has been paid on all outstanding Series A-2 Preferred Shares, each holder of Series A-1 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-1 Preferred Share Issue Price, or (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-1 Preferred Shares could be converted.

        In addition to any dividend pursuant to above, the holders of Preferred Shares shall be entitled to receive on a pari passu basis, when as and if declared at the sole discretion of the Board, but only out of funds that are legally available therefor, cash dividends at the rate or in the amount as the Board considers appropriate.

Liquidation preference

        In the event of any liquidation, dissolution or winding up of the Company, each holder of Series A-2 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of

F-83

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Series A-1 Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-2 Preferred Share equal to 100% of Series A-2 Issue Price, plus all declared but unpaid dividends ("Series A-2 Preference Amount").

        After the full Series A-2 Preference Amount has been paid on all outstanding Series A-2 Preferred Shares, the each holder of Series A-1 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-1 Preferred Share equal to 100% of Series A-1 Issue Price, plus all declared but unpaid dividends ("Series A-1 Preference Amount").

        After the full Series A-2 and Series A-1 Preference Amount has been paid, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed pro rata among the holders of Preferred Shares (on an as-converted basis) and the holders of the Ordinary Shares.

        In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holders of Preferred Shares and Ordinary Shares shall be determined by the Board.

Conversion

Optional conversion

        Each holder of Preferred Shares shall have the right to convert all or any portion of the Preferred Shares into Ordinary Shares at any time. The conversion rate for the Series A Preferred Shares shall be determined by dividing the Series A Issue Price for each of the Series A Preferred Shares by its conversion price, provided that in the event of any share splits, share combinations, share dividends, recapitalizations and similar events, the initial Series A Conversion Price shall be adjusted accordingly. The initial Series A Preferred Shares Conversion Price for each of the Series A Preferred Shares shall be its Series A Issue Price.

Automatic conversion

        The Preferred Shares would automatically be converted into Ordinary Shares, at its then respective Conversion Prices, upon a Qualified IPO which is defined as an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the Investors, and the aggregate proceeds to the Company in such initial public offering shall be not less than US$100,000,000, unless otherwise agreed upon by the Investors and the Company (the "Qualified IPO").

        No adjustment in the Series A Preferred Shares Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series A Conversion Price. If the Company issues any additional ordinary shares at a subscription price less than Series A Conversion Price, the Series A Conversion Price shall be reduced to a price (to the nearest one thousandth(1/1000) of a cent) equal to the consideration per share for the additional Ordinary Shares issued.

F-84

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

        The conversion price will be adjusted for share dividends, subdivisions, combinations or consolidations of ordinary shares, other distributions, reclassification, exchange and substitution.

        The Company will protect the Conversion Rights of the holders of the Preferred Shares against impairment, and not amend its Memorandum and Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company.

        The Group has determined that there was no embedded beneficial conversion feature attributable to the Series A-1 Preferred Shares and Series A-2 Preferred Shares because the conversion price of the preferred shares is higher than the fair value of the Group's ordinary share as of the issuance date.

Redemption rights

        In the event that (i) the Company fails to consummate a Qualified IPO within six years after the Series A-2 Original Issue Date, or (ii) there is any breach by any Group Company or any Founder of any of their representations, warranties, undertakings or other obligations, the Company shall redeem all of the Preferred Shares held by the Initiating Holders and such other holders who elect to participate in the redemption at the price per Series A Preferred Share held by such holder of Preferred Shares.

        Series A Redemption Price shall be an amount equal to:

Series A Preferred Share Issue Price × (115%) ^N plus all declared but unpaid dividends thereon up to the date of redemption

(N = a fraction the numerator of which is the number of calendar days between the Series A Original Issue Date and the date when the Series A Redemption Price has been actually paid to the holder of such Series A Preferred Share and the denominator of which is 365)

        If on the Redemption Date, the number of Preferred Shares that may then be legally redeemed by the Company is less than the number of all Preferred Shares to be redeemed, then (i) all of Series A-2 Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A-1 Preferred Shares, (ii) if not all of Series A-2 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-2 Preferred Shares in proportion to the total number of Series A-2 Preferred Shares held by each such holder of Series A-2 Preferred Shares, and then the remaining Series A-2 Preferred Shares to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so, and (iii) once all of the Series A-2 Preferred Shares required to be redeemed have been redeemed, then the Series A-1 Preferred Shares shall be redeemed. No other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable.

F-85

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

13.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

        The Group assesses the probability of redemption and accrues proper accretion over the period from the date of issuance to the earliest redemption date of the Series A-1 Preferred Shares and Series A-2 Preferred Shares using the effective interest rate method. The Group recognized $177,790 and $427,687 as accretion of redemption premium on Series A-1 Preferred Shares and Series A-2 Preferred Shares for the six-month period ended June 30, 2011.

14.   FAIR VALUE MEASUREMENT

Measured at fair value on a recurring basis

        The Group's financial assets and liabilities measured at fair value on a recurring basis include the contingent consideration payable in connection with business acquisition of Hangzhou Zuituan (see Note 5(n)) and options to non-employees. The change in fair value for the six-month period ended June 30, 2011 was immaterial.

Measured at fair value on a non-recurring basis

        The Group's financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities in connection with business acquisitions based on Level 3 inputs.

        The Group measured fair value of assets and liabilities acquired in business acquisitions and share options granted to employees and directors and executives using various valuation methods. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (see Note 5).

15.   SHARE-BASED COMPENSATION

Ordinary shares to directors and executives

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 41,100,000 of their own ordinary shares of the Company, to certain directors and executives to compensate them. On April 30, 2011, in order to ensure the share percentage held by the top management remain the same before and after the issuance of Series A-1 Preferred Shares (see Note 13), Maodong further transferred his 4,024,545 ordinary shares to those directors and executives. The estimated fair value of ordinary shares was $0.006 and $0.55 on January 19, 2011 and April 30, 2011, respectively. The share-based compensation of $2,469,504 was charged to operating expenses for the six-month period ended June 30, 2011.

Options to employees

        On February 1, 2011, the board of directors approved the Company 2011 Share Incentive Plan ("2011 Plan"). The 2011 Plan provides for the grant of options, restricted shares, and other share-based awards. The maximum number of ordinary shares that is authorized under 2011 Plan is 30,000,000 ordinary shares. Under 2011 Plan, the Group granted 14,934,170 share options to employees on February 1, 2011. The exercise price was zero for 1,300,000 share options and $0.4 per share for 13,634,170 share options, including 1,517,570 share options with performance condition based on the revenues to be achieved for the fiscal year of 2011 and 13,416,600 share options without performance condition. The Group recognized compensation cost on the share options to employees with

F-86

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

15.   SHARE-BASED COMPENSATION (Continued)

performance condition based on the estimated probability of fulfilling the performance target and on a straight-line basis over the requisite service period. The options vest ratably over 48 months and are exercisable up to 5 years from the date of grant. The estimated fair value of the options granted was $0.182, $0.4 and $0.175 per option for 720,000 share options, 1,300,000 share options and 12,914,170 share options, respectively, on the date of grant using binomial model. The forfeiture rate of zero and 4.5% were estimated for 720,000 share options and 14,214,170 share options, respectively. The share-based compensation of $290,200 was charged to operating expenses for the six-month period ended June 30, 2011.

        The fair value of the options granted was estimated on the date of grant with the assistance from an independent third-party appraiser, and was determined using Binomial model with the following assumptions:

	Grants on February 1, 2011
Expected volatility(1)		51	%
Risk-free interest rate(2)		2.3	%
Expected dividend yield(3)		nil
Exercise price(4)	nil or $	0.4
Fair value of the underlying ordinary shares(5)	$	0.4

Options to non-employees

        On February 1, 2011, the Group granted 44,000 share options with an exercise price of $0.4 per option to two consultants with terms of keeping serving the Group for at least four years. The Group recorded compensation expense of $2,017 for the six months ended June, 30, 2011. The estimated fair value of the options granted was $0.17 and $0.44 as of February 1, 2011 and June 30, 2011, respectively. The forfeiture rate of zero was used.

        The fair value of the options granted to non-employees was estimated assuming that the non-employees will continue to provide the services in exchange for earning the right to the award, with the assistance from an independent third-party appraiser, determined using Black Scholes model with the following assumptions:

	Grants on February 1, 2011			Remeasurement on June 30, 2011
Expected volatility(1)		53	%		53	%
Risk-free interest rate(2)		1.89	%		1.66	%
Expected dividend yield(3)		nil			nil
Exercise price(4)	$	0.4		$	0.4
Fair value of the underlying ordinary shares(5)	$	0.4		$	0.75

(1)

Volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options.

F-87

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

15.   SHARE-BASED COMPENSATION (Continued)

(2)

Risk-free rate

Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options.

(3)

Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the life of the options.

(4)

Exercise price

The exercise price of the options was determined by the Group's board of directors.

(5)

Fair value of underlying ordinary shares

The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance from an independent third-party appraiser.

Options	Number of share options		Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of January 1, 2011		—		—		—		—
Granted		14,978,170	$	0.37		4.59	$	520,000
Forfeited and expired		—		—		—		—
Outstanding as of June 30, 2011		14,978,170	$	0.37		4.59	$	520,000
Exercisable as of June 30, 2011		—		—		—		—

        As of June 30, 2010, there was $2,513,064 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted employees and non-employees under the 2011 Plan, which is expected to be recognized over a weighted-average period of 3.59 years.

Shares of acquired entities granted to employees

        In acquisition of Jinan0531tuan, Shenyang19tuan, Shijiazhuang Letuaner, Changzhou Bangketuan, Fuzhou Baiketuan, Shaoxing Tongchenggou, Langfang Wodetuan, Quanzhou Yiwantuan, Jilin Meimeituan, Ningbo Tangtuan, Xiamen Shantuan and Guiyang Shantuan, Beijing Wowo Tuan promised to transfer 49% equity interest of the newly incorporated company to certain key employees for their continuing employment for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the shares is contingent upon the employees providing three years of services. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person

F-88

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

15.   SHARE-BASED COMPENSATION (Continued)

designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees do not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period the above share will be granted and the noncontrolling interest will be recorded. All related cost is measured based on the grant date fair value of equity interests, and recognized $125,502 as compensation expenses for the six-month period ended June 30, 2011.

16.   NET INCOME/(LOSS) PER SHARE

        The calculation of the net income /(loss) per share is as follows:

		Six-month period ended June 30,
		2010 (predecessor)		2011 (successor)
Numerator used in basic and diluted net loss per share:
Net income/(loss) attributable to Wowo Group Limited		$	19,243	$	(29,992,054	)
Accretion of redemption premium on Series A-1 Preferred Shares			—		(177,790	)
Accretion of redemption premium on Series A-2 Preferred Shares			—		(427,687	)
Net income/(loss) attributable to ordinary shareholders for computing basic net loss per ordinary share			19,243		(30,597,531	)
Accretion of redemption premium Series A-1 Preferred
	Shares		—		177,790
Net income attributable to Series A-1 preferred
	Shareholders for computing basic net income per
	Series A-1 Preferred Share		—		177,790
Accretion of redemption premium Series A-2 Preferred
	Shares		—		427,687
Net income attributable to Series A-2 preferred
	Shareholders for computing basic net income per
	Series A-2 Preferred Share		—		427,687
Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary share			300,000,000		317,269,456
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary share			300,000,000		317,269,456
Weighted average shares outstanding used in computing basic net income per Series A-1 Preferred Share			—		2,714,304
Weighted average shares outstanding used in computing basic net income per Series A-2 Preferred Share			—		6,594,269
Net loss per ordinary share—basic		$	—	$	(0.10	)
Net loss per ordinary share—diluted		$	—	$	(0.10	)
Net income per Series A-1 Preferred Share—basic		$	—	$	0.07
Net income per Series A-2 Preferred Share—basic		$	—	$	0.06

        Share options and Series A-1 and Series A-2 Preferred Shares were excluded from the computation of diluted net loss per ordinary share for the six-month period ended June 30, 2011 because their effects were anti-dilutive. For the six-month period ended June 30, 2011, such outstanding securities consisted of share options of a weighted average number of 162,710.

F-89

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

17.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")	Controlled by Mr. Maodong Xu
Beijing Baifen Online Information Technology Co., Ltd. ("Baifen Online")	Controlled by Mr. Maodong Xu
Mr. Yunming Wang	Previous shareholder of Jihe Weilai and top management of the Company
Ms. Jin Ye	Noncontrolling shareholder of Chengdu Beiguo
Mr. Wenzhong Zhang	Noncontrolling shareholder of Shanghai Yinqing

        As of December 31, 2010 and June 30, 2011, the following balances were due from/to the related parties:

	December 31, 2010 (successor)		June 30, 2011 (successor)
Amount due from Lmobile	$	177,980	$	147,204	(i)
Amount due from Mr. Yunming Wang		279,756		286,328	(ii)
Amount due from Ms. Jin Ye		—		77,357	(ii)
Amount due from Mr. Wenzhong Zhang		—		137,583	(iii)
Total	$	457,736	$	648,472

(i)

The amount represents cash prepaid to Lmobile for expenses of SMS platform.

(ii)

The amount represents cash collected by Yuming Wang and Jin Ye on behalf of the Company. This amount is expected to be received in the second half of fiscal year 2011.

(iii)

The amount represents cash collection on behalf of the Company. This amount is expected to be received in the second half of fiscal year 2011.

	December 31, 2010 (successor)		June 30, 2011 (successor)
Amount due to Mr. Yunming Wang	$	2,367	$	—
Amount due to Baifen Online		—		232,072	(iv)
Total	$	2,367	$	232,072

(iv)

The amount represents rental fee paid by Baifen Online on behalf of the Company. This amount has been paid in July 2011.

        All the amounts due from/to related parties are unsecured and non-interest bearing.

F-90

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

18.   COMMITMENTS AND CONTINGENCIES

Operating lease

        The Group leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the six-month periods ended June 30, 2010 and 2011 were $8,968 and $1,875,677, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Six-month period ending December 31, 2011		$	2,309,873
Years ending December 31:
	2012		3,035,471
	2013		1,953,248
	2014		750,554
	2015 and thereafter		63,660
Total		$	8,112,806

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, and after oral communication with local tax authority, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Group's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Group believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Group's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Group's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Group's business taxes to be paid on the gross revenue, this would result in an increase of the Group's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Group for any unpaid business taxes.

        Pursuant to PRC individual income tax laws, when a corporation purchases equity interest from individuals, the individuals are obligated to pay individual income tax based on 20% of the capital gain from the transaction with the corporation as the withholding agent. The Group has purchased equity interests of certain entities from individual sellers. There is a possibility that if individual sellers fail to

F-91

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

18.   COMMITMENTS AND CONTINGENCIES (Continued)

meet their income tax obligations, the tax authority may require the Group who is withholding agent to pay the taxes for the sellers firstly. Based on the information currently available, the Group was unable to make a reasonable estimate of the related liability due to the uncertainty related to the outcome and amount of payment and relating penalty and interest.

19.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were $3,917 and $3,230,875 for the six-month period ended June 30, 2010 and 2011, respectively, were reported as a component of operating expenses when incurred.

20.   STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2010 and June 30, 2011, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached the 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil for the six-month period ended June 30, 2010 and 2011.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net

F-92

WOWO GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED (Continued)

FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

20.   STATUTORY RESERVES AND RESTRICTED NET ASSETS (Continued)

assets of the relevant subsidiaries and VIE entities in the Group not available for distribution was $12,848,302 as of June 30, 2011.

21.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of June 30, 2011 through September 23, 2011, the date the consolidated financial statements were available to be issued.

        On July 5, 2011, the Company issued additional 18,482,206 Series A-2 Preferred Shares to investors for an aggregate purchase price of $18,000,000.

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain stock options of the Company are granted to the original shareholders of Chengdu Beigou with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan acquired the remaining 49% of Hunan Wowo Tuan with zero consideration and granted certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into from December 2010 to April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and will grant certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

        In anticipation of the initial public offering (the "IPO"), a holding company, Wowo Limited was established in the Cayman Islands on July 13, 2011. Wowo Limited becomes the ultimate holding company of the Company upon the completion of the 1 to 1 share exchange on August 4, 2011 with the existing shareholders of the Company for all shares of equivalent classes.

F-93

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHENYANG19TUAN

        We have audited the accompanying statements of operations, changes in deficit and comprehensive income, and cash flows for the period from June 12, 2010 (business commencement date) to December 30, 2010 of Shenyang19tuan (the "Company"). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the results of its operations and its cash flows for the period from June 12, 2010 (business commencement date) to December 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
October 25, 2011

F-94

SHENYANG19TUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the period from June 12, 2010 (business commencement date) to December 30, 2010
Net revenues		$	557,428
Cost of revenues			468,678
Gross profit			88,750
Operating expenses:
	Selling and marketing		21,546
	General and administrative		32,319
	Total operating expenses		53,865
Income from operations			34,885
Provision for income tax			8,721
Net income		$	26,164

The accompanying notes are an integral part of this financial statement.

F-95

SHENYANG19TUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of June 12, 2010 (business commencement date)	$	—	$	—		$	—	$	—
Contribution from shareholders		8,933		—			—		8,933
Net income		—		26,164			—		26,164		$	26,164
Distribution to shareholders		—		(112,038	)		—		(112,038	)		—
Foreign currency translation adjustments		—		—			636		636			636
Balance as of December 30, 2010	$	8,933	$	(85,874	)	$	636	$	(76,305	)	$	26,800

The accompanying notes are an integral part of this financial statement.

F-96

SHENYANG19TUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from June 12, 2010 (business commencement date) to December 30, 2010
Cash flows from operating activities:
	Net income		$	26,164
	Depreciation			439
	Changes in operating assets and liabilities:
		Account payable		60,590
		Accrued expenses and other current liabilities		19,665
Net cash provided by operating activities				106,858
Cash flows from investing activities:
	Purchase of property and equipment			(4,389	)
Cash used in investing activities				(4,389	)
Cash flows from financing activities:
	Capital contribution by shareholders			8,933
	Net distribution to shareholders			(112,038	)
Net cash provided by financing activities				(103,105	)
Effect of exchange rate changes				636
Increase in cash				—
Cash and cash equivalents as of June 12, 2010 (business commencement date)				—
Cash and cash equivalents as of December 30, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-97

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shenyang 19tuan (the "Company") was previously a business unit of Shenyang Liaoyi Internet Co., Ltd. ("Shenyang Liaoyi") which is engaged in the online group buying sevices business in the foodservices, health and beauty, leisure, recreation and retail sectors in the PRC and is operating under the domain name of www.19tuan.com.

        Shenyang Liaoyi was incorporated in Liaoning province, the People's Republic of China ("PRC") as a limited liability company, on March 20, 2005. Starting from June 12, 2010 ("business commencement date"), Shenyang Liaoyi set up a new separate business division, namely Shenyang 19tuan, and commenced its online group buying services operating under the domain name of www.19tuan.com.

        On December 31, 2010, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired Shenyang 19tuan, a business unit of Shenyang Liaoyi, which consists of online group buying services business operating under the domain name of www.19tuan.com, the user bases and employee bases related to such business (the "acquisition") for cash consideration of $303,030 (RMB2 million).

        Accordingly, the accompanying financial statements reflect the financial position as of December 30, 2010 and the results and cash flows of Shenyang 19tuan for the period from the business commencement date, June 12, 2010 to December 30, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

        The historical results for the period from June 12, 2010 to December 30, 2010 have been prepared to reflect all of the online group buying services business for the entire period. Accordingly the revenues, cost of revenues and operating expenses related to the online group buying services for the period from June 12, 2010 to December 30, 2010 have been "carved-out" for this period on a basis that the management considers to be reasonable. The historical financial information that has been presented for the periods prior to the acquisition date does not necessarily reflect what the financial position, results of operations and cash flows would have been had we been a separate, stand-alone entity during the periods presented. Shenyang Liaoyi did not account for Shenyang19tuan or the Company, and Shenyang19tuan or the Company was not operated, as a separate, stand-alone entity prior to the acquisition date.

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

F-98

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from June 12, 2010 to December 30, 2010 was $28,379.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from June 12, 2010 to December 30, 2010 was $5,165.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates

F-99

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in deficit and comprehensive income.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance

F-100

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a

F-101

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-102

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 12, 2010 to December 30, 2010.

4.     DISTRIBUTION TO SHAREHOLDERS

        During the period from June 12, 2010 to December 31, 2010, the Company's shareholders collected cash of $112,038 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

5.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from June 12, 2010 to December 30, 2010 were $5,879.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	7,322
	2012		666
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	7,988

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and

F-103

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

5.     COMMITMENT AND CONTINGENCY (Continued)

regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes. Consequently, the financial conditions and business operations may be adversely affected. The Company is unable to predict the likelihood of being challenged by the PRC tax authority, thus no additional business tax liability is recorded.

6.     SUBSEQUENT EVENT

        On December 31, 2010, Beijing Wowo Tuan acquired Shenyang19tuan for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowotuan and the shareholders of Shenyang19tuan relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Shenyang Wowo Tuan to the original shareholders and the key employees for their continuing employment with Shenyang Wowo Tuan for the next three years from the acquisition date.

        On August 18 2011, Beijing Wowo Tuan and the original shareholders of Shenyang 19tuan entered into supplemental agreements to the acquisition agreements entered in December 2010. Based on the supplemental agreements, Beijing Wowo Tuan will not transfer 49% of the interest of Shenyang Wowo Tuan and granted certain share options of the Company to the original shareholders of Shenyang 19tuan with the performance condition based on the revenue and gross margin generated from the operation of Shenyang Wowo Tuan for the next four years.

F-104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
JINAN0531TUAN

        We have audited the accompanying statements of operations, changes in equity and comprehensive income, and cash flows for the period from August 6, 2010 (inception date) to December 30, 2010 of Jinan0531tuan (the "Company"). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, results of its operations and its cash flows for the period from August 6, 2010 (inception date) to December 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
October 25, 2011

F-105

JINAN0531TUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the period from August 6, 2010 (inception date) to December 30, 2010
Net revenues		$	785,772
Cost of revenues			673,675
Gross profit			112,097
Operating expenses:
	Selling and marketing		15,746
	General and administrative		6,748
Total operating expenses			22,494
Income from operations			89,603
Provision for income tax			22,401
Net income		$	67,202

The accompanying notes are an integral part of this financial statement.

F-106

JINAN0531TUAN

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of August 6, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		147,521		—			—		147,521
Net income		—		67,202			—		67,202		$	67,202
Distribution to shareholders		—		(88,622	)		—		(88,622	)		—
Foreign currency translation adjustments		—		—			5,626		5,626			5,626
Balance as of December 30, 2010	$	147,521	$	(21,420	)	$	5,626	$	131,727		$	72,828

The accompanying notes are an integral part of this financial statement.

F-107

JINAN0531TUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 6, 2010 (inception date) to December 30, 2010
Cash flows from operating activities:
	Net income		$	67,202
	Depreciation			744
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(61,171	)
		Accrued expenses and other current liabilities		491
		Income tax payable		22,401
Net cash used in operating activities				29,667
Cash flows from investing activities:
	Purchase of property and equipment			(5,379	)
Cash used in investing activities				(5,379	)
Cash flows from financing activities:
	Capital contribution by shareholder			147,521
	Net distribution to shareholders			(88,622	)
Net cash provided by financing activities				58,899
Effect of exchange rate difference				4,584
Increase in cash				87,771
Cash and cash equivalents as of August 6, 2010 (inception date)				—
Cash and cash equivalents as of December 30, 2010			$	87,771

The accompanying notes are an integral part of this financial statement.

F-108

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Jinan Meituan Information Consulting Co., Ltd. ("Jinan Meituan"), which was incorporated on August 6, 2010 in Shandong province, the People's Republic of China ("PRC") as a limited liability company.

        Jinan Meituan commenced its operation of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.0531tuan.com ("Jinan0531tuan" or "the Company") in the PRC on August 6, 2010.

        On December 31, 2010, Beijing Wowo Tuan Information Technology Co., Ltd.(Beijing Wowo Tuan) acquired the online group buying services business of Jinan Meituan (the "acquisition") for cash consideration of $151,515 (RMB1 million). The accompanying financial statements are presented for the period prior to acquisition.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company collects pre-agreed fixed from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 6, 2010 to December 31, 2010 were $270.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the period from August 6, 2010 to December 31, 2010 was $3,871.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying

F-109

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

F-110

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a

F-111

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-112

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from August 6, 2010 to December 30, 2010.

4.     DISTRIBUTION TO SHAREHOLDERS

        During the period from August 6, 2010 to December 31, 2010, the Company's shareholders collected cash of $88,622 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

5.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the period from August 6, 2010 (inception date) to December 30, 2010 were $666.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	2,045
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	2,045

F-113

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

5.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes. Consequently, the financial conditions and business operations may be adversely affected. The Company is unable to predict the likelihood of being challenged by the PRC tax authority, thus no additional business tax liability is recorded.

6.     SUBSEQUENT EVENT

        On December 31, 2010, Beijing Wowo Tuan acquired Jinan0531tuan for a cash consideration of $151,515 (RMB1 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Jinan Meituan, Beijing Wowo Tuan promised to transfer 49% interest of Jinan Wuzhiwu to the original shareholders and the key employees for their continuing employment with Jinan Wuzhiwu for the next three years after the acquisition date.

F-114

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Shijiazhuang Chuanglian Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance auditing the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-115

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	33,692
	Accounts receivable		16,899
	Prepaid expenses and other current assets		454,758
Total current assets			505,349
Property and equipment, net			21,495
TOTAL ASSETS			526,844
Current liabilities:
	Account payable		77,750
	Accrued expenses and other current liabilities		29,095
Total current liabilities			106,845
Total liabilities			106,845
Commitment and contingency (Note 8)
Shareholder's equity:
	Paid-in capital		372,777
	Accumulated deficit		(34,971	)
	Accumulated other comprehensive income		82,193
Total equity			419,999
TOTAL LIABILITIES AND EQUITY		$	526,844

The accompanying notes are an integral part of this financial statement.

F-116

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	777,774
Cost of revenues			575,425
Gross profit			202,349
Operating expenses:
	Selling and marketing		87,184
	General and administrative		121,407
	Total operating expenses		208,591
Loss from operations			(6,242	)
Interest income			1,101
Other expenses			(148	)
Loss before provision for income tax			(5,289	)
Provision for income tax			—
Net loss		$	(5,289	)

The accompanying notes are an integral part of this financial statement.

F-117

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of January 1, 2010	$	372,777	$	15,882		$	66,734	$	455,393
Net loss		—		(5,289	)		—		(5,289	)	$	(5,289	)
Distribution to shareholder		—		(45,564	)		—		(45,564	)
Foreign currency translation adjustments		—		—			15,459		15,459			15,459
Balance as of December 31, 2010	$	372,777	$	(34,971	)	$	82,193	$	419,999		$	10,170

The accompanying notes are an integral part of this financial statement.

F-118

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(5,289	)
	Depreciation			6,345
	Changes in operating assets and liabilities:
		Accounts receivable		16,972
		Prepaid expenses and other current assets		(27,968	)
		Accounts payable		(2,068	)
		Accrued expenses and other current liabilities		(1,838	)
Net cash used in operating activities				(13,846	)
Cash flows from investing activities:
	Purchase of property and equipment			(10,996	)
Cash used in investing activities				(10,996	)
Cash flows from financing activities:
	Net distribution to shareholder			(45,564	)
Cash used in financing activities				(45,564	)
Effect of exchange rate changes				2,860
Decrease in cash				(67,546	)
Cash and cash equivalents at beginning of year				101,238
Cash and cash equivalents at end of year			$	33,692

The accompanying notes are an integral part of this financial statement.

F-119

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian" or "the Company"), was incorporated on October 22, 2002 in Hebei province, the People's Republic of China ("PRC"), as a limited liability company. Shijiazhuang Chuanglian is primarily engaged in hotel and restaurant booking services ("the Booking Services") since its incorporation. Starting from May 27, 2010, in addition to the Booking Services, Shijiazhuang Chuanlian commenced its operation of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") and thereafter, Shijiazhuang Letuaner contributed majority of the revenues and net income to the Company.

        On January 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Shijiazhuang Chuanlian (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Following the acquisition, the Booking Services continues to be operated by its original shareholder and Shijiazhuang Letuaner operated under Beijing Wowo Tuan as one of the divisions. On March 4, 2011, Beijing Wowo Tuan set up a new PRC entity, Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan") and transferred its interest in Shijiazhuang Letuaner into Shijiazhuang Wowo Tuan. Hence the accompanying financial statements are presented for the year ended December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 was $4,083.

        The Company receives commissions from the Booking Services provided to the subscribers for hotel and restaurant reservation. Commissions are recognized when the Booking Services are rendered.

F-120

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the year ended December 31, 2010 was $14,351.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

F-121

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis.

F-122

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will

F-123

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-124

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Amount due from a third party	$	439,905
Advances to employees		12,883
Prepaid rental expenses		1,970
	$	454,758

        Amount due from a third party represents receivables from a third party for working capital and expenses the Company paid on behalf of a third party. This balance was unsecured, interest free and has no fixed repayment terms.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	30,866
Computer and software		49,510
Total		80,376
Less: accumulated depreciation		(58,881	)
Property and equipment, net	$	21,495

        Depreciation expenses for year ended December 31, 2010 was $6,345.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	12,313
Accrued payroll and welfare		9,236
Other tax payable		7,546
	$	29,095

F-125

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the year ended December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDER

        During the year ended December 31, 2010, the Company's shareholder collected cash of $45,564 from the customers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholder and recorded as a reduction to the shareholder's equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the year ended December 31, 2010 was $9,319.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	2,273
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	2,273

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Group believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company

F-126

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.   SUBSEQUENT EVENTS

        On January 1, 2010, Beijing Wowo Tuan acquired Shijiazhuang Letuaner for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% interest of Shijiazhuang Letuaner to the original shareholder and certain key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

F-127

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU BANGKETUAN

        We have audited the accompanying balance sheet of Changzhou Bangketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-128

CHANGZHOU BANGKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net		$	5,812
TOTAL ASSETS			5,812
Current liabilities:
Business tax payable			6,220
Income tax payable			1,292
Total current liabilities			7,512
Total liabilities			7,512
Commitment and contingency (Note 6)
Shareholder's deficit:
	Paid-in capital		146,479
	Accumulated deficit		(153,308	)
	Accumulated other comprehensive income		5,129
Total deficit			(1,700	)
TOTAL LIABILITIES AND DEFICIT		$	5,812

The accompanying notes are an integral part of this financial statement.

F-129

CHANGZHOU BANGKETUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	450,644
Cost of revenues			373,368
Gross profit			77,276
Operating expenses:
	Selling and Marketing		26,864
	General and administrative		45,369
	Total operating expenses		72,233
Income from operations			5,043
Provision for income tax			1,261
Net income		$	3,782

The accompanying notes are an integral part of this financial statement.

F-130

CHANGZHOU BANGKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	146,479	$	—		$	22	$	146,501
Net income		—		3,782			—		3,782		$	3,782
Distribution to shareholder		—		(157,090	)		—		(157,090	)		—
Foreign currency translation adjustments		—		—			5,107		5,107			5,107
Balance as of December 31, 2010	$	146,479	$	(153,308	)	$	5,129	$	(1,700	)	$	8,889

The accompanying notes are an integral part of this financial statement.

F-131

CHANGZHOU BANGKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,782
	Depreciation			778
	Changes in operating assets and liabilities:
		Business tax payable		6,073
		Income tax payable		1,261
Net cash provided by operating activities				11,894
Cash flows from investing activities:
	Purchase of property and equipment			(6,452	)
	Amounts due from related party			146,479
Net cash used in investing activities				140,027
Cash flows from financing activities:
	Net distribution to shareholder			(157,090	)
Net cash used in financing activities				(157,090	)
Effect of exchange rate changes				5,169
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-132

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") was incorporated on October 16, 2008 in Jiangsu province, the People's Republic of China ("PRC"), as a limited liability company. The Changzhou Subang had no operation since its inception until July 16, 2010.

        On July 16, 2010,Changzhou Subang commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.bangke.com ("Changzhou Bangketuan" or "the Company") in the PRC.

        On January 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Changzhou Subang (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up another PRC entity, Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan") on February 9, 2011 and transferred this online group buying services business of Changzhou Bangketuan to Changzhou Wowo Tuan. During the period between the date of the acquisition, January 7, 2011, and the establishment date of Changzhou Wowo Tuan, February 9, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 was $15,710.

F-133

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period for the year ended December 31, 2010 was $4,498.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-134

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after

F-135

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had

F-136

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,576
Computer and software		5,033
Total		6,609
Less: accumulated depreciation		(797	)
Property and equipment, net	$	5,812

        Depreciation expenses for the year ended December 31, 2010 was $778.

4.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% for the year ended December 31, 2010.

F-137

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $157,090 from the subscribers on behalf of the company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

6.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2010 was $1,519.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	271
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	271

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end subscribers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an

F-138

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

6.     COMMITMENT AND CONTINGENCY (Continued)

increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

7.     SUBSEQUENT EVENTS

        On January 7, 2011, Beijing Wowo Tuan acquired Changzhou Bangketuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Wowo Tuan to the orginal shareholder and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Bangketuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

F-139

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

        We have audited the accompanying balance sheet of Shenzhen Xunjie Times Media Co. Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive loss, and cash flow for the period from May 5, 2010 (business commencement date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 5, 2010 (business commencement date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-140

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	4,295
	Amount due from a related party		229,513
Total current assets			233,808
Property and equipment, net			38,081
TOTAL ASSETS			271,889
Current liabilities:
	Accounts payable		102,937
	Accrued expenses and other current liabilities		25,332
Total current liabilities			128,269
Total liabilities			128,269
Commitment and contingency (Note 7)
Shareholder's equity:
	Paid-in capital		147,189
	Accumulated deficit		(7,709	)
	Accumulated other comprehensive income		4,140
Total equity			143,620
TOTAL LIABILITIES AND EQUITY		$	271,889

The accompanying notes are an integral part of this financial statement.

F-141

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Net revenues		$	662,877
Cost of revenues			526,771
Gross profit			136,106
Operating expenses:
	Selling and marketing		78,222
	General and administrative		65,593
Total operating expenses			143,815
Loss before provision for income tax			(7,709	)
Net loss		$	(7,709	)

The accompanying notes are an integral part of this financial statement.

F-142

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive loss
Balance as of May 5, 2010 (business commencement date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		147,189		—			—		147,189
Net loss		—		(7,709	)		—		(7,709	)	$	(7,709	)
Foreign currency translation adjustments		—		—			4,140		4,140			4,140
Balance as of December 31, 2010	$	147,189	$	(7,709	)	$	4,140	$	143,620		$	(3,569	)

The accompanying notes are an integral part of this financial statement.

F-143

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CASH FLOWS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Cash flows from operating activities:
	Net loss	$	(7,709	)
	Depreciation		748
Changes in operating assets and liabilities:
	Accounts payable		100,496
	Accrued expenses and other current liabilities		24,732
Net cash provided by operating activities			118,267
Cash flows from investing activities:
	Purchase of property and equipment		(37,926	)
	Amount due from a related party		(224,071	)
Cash used in investing activities			(261,997	)
Cash flows from financing activities:
	Capital contribution from shareholder		147,189
Cash provided by financing activities			147,189
Effect of exchange rate changes			836
Increase in cash			4,295
Cash and cash equivalents as of May 5, 2010 (business commencement date)			—
Cash and cash equivalents as of December 31, 2010		$	4,295

The accompanying notes are an integral part of this financial statement.

F-144

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Mr. Yong Yang and Ms. Juan Shi commenced the business in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platform which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile") on May 5, 2010. On September 21, 2010, Mr. Yong Yang and Ms. Juan Shi established Shenzhen Xunjie Times Media Co., Ltd. ("the Company"), a limited liability company incorporated in Shenzhen, the People's Republic of China ("PRC") to operate these businesses under the Company. Hence, the accompanying financial statements are presented for the period from May 5, 2010 (business commencement date) to December 31, 2010.

        On March 1, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("the Company") by injecting $454,545 (RMB3 million) into the Company as capital.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes online group buying revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 5, 2010 (business commencement date) to December 31, 2010 were insignificant.

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company sign the service agreements.

F-145

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $8,352.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-146

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-147

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related party, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to

F-148

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income

F-149

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Computer and software	$	9,443
Leasehold improvement		29,405
Total		38,848
Less: accumulated depreciation		(767	)
Property and equipment, net	$	38,081

        Depreciation expenses for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $748.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	23,365
Other tax payable		1,967
	$	25,332

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 5, 2010 (business commencement date) to December 31, 2010.

F-150

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX (Continued)

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	1,927
Total deferred tax assets			1,927
Less: valuation allowance			(1,927	)
Net deferred tax assets		$	—

        The Company has net operating losses of $7,709 as of December 31, 2010. As of December 31, 2010, valuation allowance was $1,927 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

6.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Juan Shi	Shareholder of Shenzhen Xunjie

	As of December 31, 2010
Amount due from Ms. Juan Shi	$	229,513	(i)
	$	229,513

(i)

The amount represents cash collected by Ms. Juan Shi on behalf of the Company, which is expected to be received in the year of 2011.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expenses under operating leases for the period from May 5, 2010 (business commencement date) to December 31, 2010 were $12,771.

F-151

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	20,804
	2012		20,804
	2013		8,032
	2014		—
	2015 and thereafter		—
Total		$	49,640

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-152

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Wuxi Yuzhong Internet technology Co., Ltd. (the "Company") as of December 31, 2009 and 2010, and related statements of operations, changes in equity and comprehensive loss, and cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010, and the results of its operations and its cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-153

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2009			As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	134,932		$	249,197
	Prepaid rental expenses		—			2,006
	Amounts due from related party		—			136,079
Total current assets			134,932			387,282
Property and equipment, net			4,603			50,779
TOTAL ASSETS			139,535			438,061
Current liabilities:
	Account payable		—			351,783
	Accrued expenses and other current liabilities		—			47,659
Total current liabilities			—			399,442
Total liabilities			—			399,442
Commitment and contingency (Note 7)
Shareholder's equity:
	Paid-in capital		146,501			146,501
	Accumulated deficit		(11,425	)		(110,102	)
	Accumulated other comprehensive income		4,459			2,220
Total equity			139,535			38,619
TOTAL LIABILITIES AND EQUITY		$	139,535		$	438,061

The accompanying notes are an integral part of this financial statement.

F-154

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF OPERATIONS

(In U.S. dollars)

		For the period from June 3, 2009 (inception date) to December 31, 2009			For the year ended December 31, 2010
Net revenues		$	—		$	1,296,305
Cost of revenues			—			1,110,086
Gross profit			—			186,219
Operating expenses:
	Selling and marketing		—			49,598
	General and administrative		11,419			235,322
Total operating expenses			—			284,920
Loss from operations			(11,419	)		(98,701	)
Interest income			23			274
Other expense			(29	)		(250	)
Loss before income tax			(11,425	)		(98,677	)
Provision for income tax			—			—
Net loss		$	(11,425	)	$	(98,677	)

The accompanying notes are an integral part of this financial statement.

F-155

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income/(loss)			Total equity			Total comprehensive loss
Balance as of June 3, 2009 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholder		146,501		—			—			146,501
Net loss		—		(11,425	)		—			(11,425	)	$	(11,425	)
Foreign currency translation adjustments		—		—			4,459			4,459			4,459
Balance as of December 31, 2009		146,501		(11,425	)		4,459			139,535			(6,966	)
Net loss		—		(98,677	)		—			(98,677	)		(98,677	)
Foreign currency translation adjustments		—		—			(2,239	)		(2,239	)		(2,239	)
Balance as of December 31, 2010	$	146,501	$	(110,102	)	$	2,220		$	38,619		$	(100,916	)

The accompanying notes are an integral part of this financial statement.

F-156

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			For the period from June 3, 2009 to December 31, 2009			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(11,425	)	$	(98,677	)
	Depreciation			363			4,052
	Changes in operating assets and liabilities:
		Prepaid rental expenses		—			(1,958	)
		Accounts payable		—			343,442
		Accrued expenses and other current liabilities		—			46,529
Net cash (used in) provided by operating activities				(11,062	)		293,388
Cash flows from investing activities:
	Purchase of property and equipment			(4,963	)		(48,980	)
	Amount due from related party			(2	)		(132,852	)
Cash used in investing activities				(4,965	)		(181,832	)
Cash flows from financing activities:
	Capital contribution from shareholder			146,501			—
Cash provided by financing activities				146,501			—
Effect of exchange rate changes				4,458			2,709
Increase in cash and cash equivalents				134,932			114,265
Cash and cash equivalents at beginning of year				—			134,932
Cash and cash equivalents at end of year			$	134,932		$	249,197

The accompanying notes are an integral part of this financial statement.

F-157

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wuxi Yuzhong Internet Technology Co., Ltd. ("the Company") was incorporated in Wuxi, the People's Republic of China ("PRC"), as a limited liability company on June 3, 2009 (inception date).

        The Company, which commenced its operation in April 2010, is principally engaged in the provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $303,030(RMB2 million). In addition, Beijing Wowo Tuan injected $454,546(RMB3 million) into the Company as capital. Wuxi Yuzhong became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

        obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection, otherwise, the Company records revenue on a net basis. The total return and refund amount for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $9,975, respectively.

Business tax

        The Company is subject to business taxes at the rate of 5.5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in

F-158

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

arriving net revenue for the period from June 3, 2009 (inception date) to December 31, 2009 and year ended December 31, 2010 were nil and $10,942, respectively.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	3 years

F-159

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

F-160

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The

F-161

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be

F-162

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2009			December 31, 2010
Furniture and fixtures	$	—		$	11,168
Computer and software		4,966			39,478
Leasehold improvement		—			4,196
Total		4,966			54,842
Less: accumulated depreciation		(363	)		(4,063	)
Property and equipment, net	$	4,603		$	50,779

        Depreciation expenses for the period from June 3, 2009 (date of inception) to December 31, 2009 and the year ended December 31, 2010 were $363 and $4,052, respectively.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2009		December 31, 2010
Accrued payroll and welfare	$	—	$	42,695
Other tax payable		—		4,207
Other payable		—		757
	$	—	$	47,659

5.     INCOME TAXES

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010. No income tax expenses were recognized in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010 as the Company had incurred operating loss for both periods.

F-163

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

5.     INCOME TAXES (Continued)

        The significant components of the Group's deferred tax assets were as follows:

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	2,856		$	24,669
Total deferred tax assets			2,856			24,669
Valuation allowance			(2,856	)		(24,669	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $11,425 and $98,677 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $2,856 and $24,669, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

6.     RELATED PARTY BALANCE

Name	Relationship with the Company
Mr. Liheng Liu	Shareholder of Wuxi Yuzhong Internet technology Co., Ltd.

	December 31, 2009		December 31, 2010
Amount due from Mr. Liheng Liu	$	—	$	136,079	(i)
	$	—	$	136,079

(i)

The amount represents cash collected by Mr. Liheng Liu on behalf of the Company.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expense under operating leases for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $22,157, respectively.

F-164

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

        Years ending December 31:

2011	$	28,955
2012		7,091
2013		5,318
2014		—
2015 and thereafter		—
Total	$	41,364

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENT

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain stock options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

F-165

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHENGDU BEIGUO TECHNOLOGY CO., LTD

        We have audited the accompanying balance sheet of Chengdu Beiguo Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 20, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 20, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-166

CHENGDU BEIGUO TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	2,284
	Prepaid expenses and other current assets		32,076
	Amount due from related party		295,142
Total current assets			329,502
TOTAL ASSETS			329,502
Current liabilities:
	Account payable		152,775
	Accrued expenses and other current liabilities		9,893
	Income tax payable		22,769
Total current liabilities			185,437
Total liabilities			185,437
Commitments and contingencies (Note 7)
Shareholder's equity:
	Paid-in capital		75,284
	Retained earnings		66,687
	Accumulated other comprehensive income		2,094
Total equity			144,065
TOTAL LIABILITIES AND EQUITY		$	329,502

The accompanying notes are an integral part of this financial statement.

F-167

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from August 20, 2010 (inception date) to December 31, 2010
Net revenues		$	1,121,553
Cost of revenues			970,857
Gross profit			150,696
Operating expenses:
	Selling and marketing		12,923
	General and administrative		48,857
Total operating expenses			61,780
Income from operations			88,916
Income before provision for income tax			88,916
Provision for income tax			22,229
Net income		$	66,687

The accompanying notes are an integral part of this financial statement.

F-168

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of August 20, 2010 (inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder		75,284		—		—		75,284
Net income		—		66,687		—		66,687	$	66,687
Foreign currency translation adjustments		—		—		2,094		2,094		2,094
Balance as of December 31, 2010	$	75,284	$	66,687	$	2,094	$	144,065	$	68,781

The accompanying notes are an integral part of this financial statement.

F-169

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 20, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	66,687
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(31,315	)
		Accounts payable		149,152
		Accrued expenses and other current liabilities		9,658
		Income tax payable		22,229
Net cash provided by operating activities				216,411
Cash flows from investing activities:
	Amount due from related party			(288,144	)
Cash used in investing activities				(288,144	)
Cash flows from financing activities:
	Capital contribution by shareholder			75,284
Net cash provided by financing activities				75,284
Effect of exchange rate changes				(1,267	)
Increase in cash				2,284
Cash and cash equivalents as of August 20, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	2,284

The accompanying notes are an integral part of this financial statement.

F-170

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Chengdu Beiguo Technology Co., Ltd ("the Company") was incorporated in Chengdu, the People's Republic of China ("PRC"), as a limited liability company on August 20, 2010.

        The Company is principally engaged in operating the online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC on August 20, 2010.

        On April 1, 2011, Beijing Wowo Tuan acquired 60.4% equity interest of the Company and paid to the Company's existing shareholders for $196,969 (RMB1.3 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into the Company as capital. Chengdu Beiguo became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from August 20, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in the transaction; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 20, 2010 (inception date) to December 31, 2010 were insignificant.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from August 20, 2010 (inception date) to December 31, 2010 was $8,984.

F-171

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-172

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is

F-173

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities'

F-174

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-175

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Prepaid expenses	$	31,818
Rental deposit		258
	$	32,076

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	909
Other tax payable		8,984
	$	9,893

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from August 20, 2010 (inception date) to December 31, 2010.

6.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Jin Ye		Shareholder of Chengdu Beiguo

	As of December 31, 2010
Amount due from Ms. Jin Ye	$	295,142	(i)
	$	295,142

(i)

The amount represents cash collected by Ms. Jin Ye on behalf of the Company.

F-176

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from August 20, 2010 (inception date) to December 31, 2010 was $2,933.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,094
	2012		2,161
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	7,255

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-177

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

8.     SUBSEQUENT EVENT

        On July 1, 2011, 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan. As consideration, 150,000 stock options of its parent's company will be issued to the original shareholders for future service with the Company over the next four years.

F-178

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
FUZHOU BAIKETUAN

        We have audited the accompanying balance sheet of Fuzhou Baiketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-179

FUZHOU BAIKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net			7,535
TOTAL ASSETS			7,535
Current liabilities:
	Accrued expenses and other current liabilities		7,815
	Income tax payables		1,222
Total current liabilities			9,037
Total liabilities			9,037
Commitment and contingency (Note 7)
Shareholder's deficit:
	Paid-in capital		73,806
	Accumulated deficit		(77,347	)
	Accumulated other comprehensive income		2,039
Total deficit			(1,502	)
TOTAL LIABILITIES AND DEFICIT		$	7,535

The accompanying notes are an integral part of this financial statement.

F-180

FUZHOU BAIKETUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	285,361
Cost of revenues			236,950
Gross profit			48,411
Operating expenses:
	Selling and marketing		11,597
	General and administrative		32,042
Total operating expenses			43,639
Income from operations			4,772
Provision for income tax			1,193
Net income		$	3,579

The accompanying notes are an integral part of this financial statement.

F-181

FUZHOU BAIKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	73,806	$	—		$	(556	)	$	73,250
Net income		—		3,579			—			3,579		$	3,579
Distribution to shareholder				(80,926	)					(80,926	)
Foreign currency translation adjustments		—		—			2,595			2,595			2,595
Balance as of December 31, 2010	$	73,806	$	(77,347	)	$	2,039		$	(1,502	)	$	6,174

The accompanying notes are an integral part of this financial statement.

F-182

FUZHOU BAIKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,579
	Depreciation			868
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		7,629
		Income tax payables		1,193
Net cash provided by operating activities				13,269
Cash flows from investing activities:
	Purchase of property and equipment			(8,224	)
	Amount due from shareholder			73,961
Cash used in investing activities				65,737
Cash flows from financing activities:
	Net distribution to shareholder			(80,926	)
Net cash provided by financing activities				(80,926	)
Effect of exchange rate changes				1,920
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-183

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai"), which was incorporated on July 15, 2009 in Fujian province the People's Republic of China ("PRC"), as a limited liability company. Fuzhou Fuhai had no operation since inception until August 11, 2010.

        On August 11, 2010, Fuzhou Fuhai commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.baiket.com ("Fuzhou Baiketuan", or "the Company") in the PRC.

        On April 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Fuzhou Fuhai for cash consideration of $45,455 (RMB0.3 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division starting from the acquisition date, March 18, 2011.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the year ended December 31, 2010 were $4,619.

F-184

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the year ended December 31, 2010 was $2,818.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-185

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in deficit and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption,

F-186

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination

F-187

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,455
Computer and software		6,970
Total		8,425
Less: accumulated depreciation		(890	)
Property and equipment, net	$	7,535

        Depreciation expenses for the year ended December 31, 2010 was $868.

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	4,929
Other tax payable		2,886
	$	7,815

F-188

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% for the year ended December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $80,926 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the year ended December 31, 2010 was $3,698.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	12,573
	2012		5,177
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	17,750

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax

F-189

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENTS

        On April 1, 2011, Beijing Wowo Tuan acquired Fuzhou Baiketuan for a cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the key employee for his continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date.

F-190

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHANGHAI YINQING ADVERTISING CO., LTD

        We have audited the accompanying balance sheet of Shanghai Yinqing Advertising Co., Ltd ("the Company") as of December 31, 2009 and 2010, and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the years ended December 31, 2009 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-191

SHANGHAI YINQING ADVERTISING CO., LTD

BALANCE SHEETS

(In U.S. dollars)

		December 31,
		2009			2010
ASSETS
Current assets:
	Cash and cash equivalents	$	36,834		$	102,450
	Prepaid expenses and other current assets		113,527			265,242
	Amounts due from related parties		117,747			388,050
TOTAL ASSETS			268,108			755,742
Property, plant and equipment, net			33,341			25,479
Total assets			301,449			781,221
Current liabilities:
	Accounts payable		12,952			296,569
	Accrued expenses and other current liabilities		79,788			130,621
	Amount due to related party		545,787			1,006,361
Total current liabilities			638,527			1,433,551
TOTAL LIABILITIES			638,527			1,433,551
Contingency (Note 8)
Shareholder's deficit:
	Paid-in capital		60,410			60,410
	Accumulated deficit		(410,474	)		(706,987	)
	Accumulated other comprehensive income/(loss)		12,986			(5,753	)
Total deficit			(337,078	)		(652,330	)
TOTAL LIABILITIES AND DEFICIT		$	301,449		$	781,221

The accompanying notes are an integral part of these financial statements.

F-192

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF OPERATIONS

(In U.S. dollars)

	Years ended December 31,
	2009			2010
Net revenues	$	298,482		$	1,231,737
Cost of revenues		181,351			935,110
Gross profit		117,131			296,627
Operating expenses:
Selling and marketing		191,530			313,363
General and administrative		300,404			279,777
Total operating expenses		491,934			593,140
Loss from operations		(374,803	)		(296,513	)
Provision for income tax		—			—
Net loss	$	(374,803	)	$	(296,513	)

The accompanying notes are an integral part of these financial statements.

F-193

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income/(loss)			Total deficit			Total comprehensive loss
Balance as of January 1, 2009	$	60,410	$	(35,671	)	$	325		$	25,064
Net loss		—		(374,803	)		—			(374,803	)	$	(374,803	)
Foreign currency translation adjustments		—		—			12,661			12,661			12,661
Balance as of December 31, 2009		60,410		(410,474	)		12,986			(337,078	)		(362,142	)
Net loss		—		(296,513	)		—			(296,513	)		(296,513	)
Foreign currency translation adjustments		—		—			(18,739	)		(18,739	)		(18,739	)
Balance as of December 31, 2010	$	60,410	$	(706,987	)	$	(5,753	)	$	(652,330	)	$	(315,252	)

The accompanying notes are an integral part of these financial statements.

F-194

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

		Years ended December 31,
		2009			2010
Cash flows from operating activities:
	Net loss	$	(374,803	)	$	(296,513	)
	Depreciation		4,003			8,391
Changes in operating assets and liabilities:
	Accounts receivable		6,923			—
	Prepaid expenses and other current assets		(12,347	)		(144,324	)
	Accounts payable		(50,493	)		276,459
	Accrued expenses and other current liabilities		72,742			46,961
Cash used in operating activities			(353,975	)		(109,026	)
Cash flows from investing activities:
	Purchase of property and equipment		(37,327	)		(4,323	)
Cash used in investing activities			(37,327	)		(4,323	)
Cash flows from financing activities:
	Amounts due from related parties		(117,684	)		(259,960	)
	Amount due to related party		545,499			431,416
Net cash provided by financing activities			427,815			171,456
Effect of exchange rate changes			19			7,509
Increase in cash			36,532			65,616
Cash and cash equivalents at beginning of year			302			36,834
Cash and cash equivalents at end of year		$	36,834		$	102,450

The accompanying notes are an integral part of these financial statements.

F-195

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shanghai Yinqing Advertising Co., Ltd ("the Company") was incorporated on January 18, 2004 in Shanghai, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is engaged in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platforms which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile").

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $100,000 (RMB0.66 million). In addition Beijing Wowo Tuan injected $303,030 (RMB2 million) into the Company as capital. Shanghai Yinqing became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the years ended December 31, 2009 and 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes online group buying revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the years ended December 31, 2009 and 2010 were insignificant.

F-196

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company have signed the service agreements.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the years ended December 31, 2009 and 2010 were $27,726 and $68,794, respectively.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-197

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

F-198

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from/to related parties, and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also

F-199

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of

F-200

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	As of December 31
	2009		2010
Advances to employees	$	15,898	$	2,910
Advances to suppliers		4,249		213,200
Prepaid advertising expense		—		31,917
Short-term deposit		69,078		17,215
Other receivables		24,302		—
Total	$	113,527	$	265,242

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	As of December 31
	2009			2010
Computer and software	$	30,180		$	27,362
Leasehold improvement		7,166			10,854
Total		37,346			38,216
Less: accumulated depreciation		(4,005	)		(12,737	)
Property and equipment, net	$	33,341		$	25,479

        Depreciation expenses for the years ended December 31, 2009 and 2010 were $4,003 and $8,391, respectively.

F-201

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	As of December 31
	2009		2010
Accrued payroll and welfare	$	31,759	$	23,485
Advance from subscribers		31,423		61,605
Other tax payable		16,606		31,403
Other payables		—		14,128
Total	$	79,788	$	130,621

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the years ended December 31, 2009 and 2010. No income tax expense was recognized for the years ended December 31, 2009 and 2010 as the Company incurred operating loss for both years.

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	102,619		$	176,747
Total deferred tax assets			102,619			176,747
Valuation allowance			(102,619	)		(176,747	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $410,474 and $706,987 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $102,619 and $176,747, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

F-202

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

7.     RELATED PARTY BALANCE

	December 31,
	2009		2010
Amount due from related parties (i)	$	117,747	$	388,050
Total	$	117,747	$	388,050
Amount due to related party (ii)	$	545,787	$	1,006,361
Total	$	545,787	$	1,006,361

(i)

The amount represents expenses paid by the Company on behalf of its affiliated entities. The balance was interest free, unsecured and has no fixed repayment terms.

(ii)

The amount represents the unsecured, interest-free loan from Shenzhen Huihai and was repayable on demand.

8.     CONTINGENCY

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-203

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from September 27, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from September 27, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-204

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	118,512
Total current assets			118,512
Property and equipment, net			6,344
TOTAL ASSETS			124,856
Current liabilities:
	Accrued expenses and other current liabilities		103,606
	Income tax payable		1,525
Total current liabilities			105,131
Total liabilities			105,131
Commitment and contingency (Note 6)
Shareholder's equity:
	Paid-in capital		14,945
	Retained earnings		4,465
	Accumulated other comprehensive income		315
Total equity			19,725
TOTAL LIABILITIES AND EQUITY		$	124,856

The accompanying notes are an integral part of this financial statement.

F-205

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from September 27, 2010 (inception date) to December 31, 2010
Net revenues		$	65,210
Cost of revenues			22,265
Gross profit			42,945
Operating expenses:
	Selling and marketing		14,797
	General and administrative		22,195
Total operating expenses			36,992
Income from operations			5,953
Provision for income tax			1,488
Net income		$	4,465

The accompanying notes are an integral part of this financial statement.

F-206

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

		Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of September 27, 2010
	(inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder			14,945		—		—		14,945
Net income			—		4,465		—		4,465	$	4,465
Foreign currency translation adjustments			—		—		315		315		315
Balance as of December 31, 2010		$	14,945	$	4,465	$	315	$	19,725	$	4,780

The accompanying notes are an integral part of this financial statement.

F-207

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from September 27, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	4,465
	Depreciation			61
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		101,150
		Income tax payable		1,488
Net cash provided by operating activities				107,164
Cash flows from investing activities:
	Purchase of property and equipment			(6,255	)
Net cash used in investing activities				(6,255	)
Cash flows from financing activities:
	Capital contribution by shareholders			14,945
Net cash provided by financing activities				14,945
Effect of exchange rate changes				2,658
Increase in cash				118,512
Cash and cash equivalents as of September 27, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	118,512

The accompanying notes are an integral part of this financial statement.

F-208

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") was incorporated on September 27, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is principally engaged in providing online advertising and online platform services for group buying companies in the PRC.

        On April 1, 2011, Mr. Maodong Xu acquired 100% equity interest of Beijing Kaiyishidai Network and Technology Co., Ltd. for cash consideration of $909,091 (RMB6 million).

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company's revenue is derived from selling online advertisements and providing online platform services for group buying companies. The Company typically signs standard contracts with its advertising customers on the Company's website for a period of time. The Company recognizes revenues ratably over the period for which the advertisements are displayed and the website links are published.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from September 27, 2010 to December 31, 2010 was $3,795.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue which are primarily the operating cost in relation to maintaining the online platform, designing the advertisements and publishing information.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscriber returns and refunds. Actual results could differ from those estimates.

F-209

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-210

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents. The carrying values of cash and cash equivalents approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a

F-211

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption.

F-212

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,780
Computer and software	$	4,627
Total		6,407
Less: accumulated depreciation		(63	)
Property and equipment, net	$	6,344

        Depreciation expenses for the period from September 27, 2010 (inception date) to December 31, 2010 was $61.

F-213

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Short term deposit	$	99,350
Accrued payroll and welfare		368
Other tax payable		3,888
Total	$	103,606

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from September 27, 2010 (inception date) to December 31, 2010.

6.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from September 27, 2010 to December 31, 2010 was $6,139.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,547
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	5,547

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions

F-214

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     COMMITMENT AND CONTINGENCY (Continued)

which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

F-215

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU JINGCAITUAN

        We have audited the accompanying balance sheet of Changzhou Jingcaituan ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 2, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 2, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-216

CHANGZHOU JINGCAITUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	38,360
	Prepaid expenses and other current assets		172,883
Total current assets			211,243
Property and equipment, net			51,084
TOTAL ASSETS			262,327
Current liabilities:
	Accrued expenses and other current liabilities		22,480
	Income tax payable		7,425
Total current liabilities			29,905
Total liabilities			29,905
Commitment and contingency (Note 8)
Shareholder's equity:
	Paid-in capital		295,247
	Accumulated deficit		(71,136	)
	Accumulated other comprehensive income		8,311
Total equity			232,422
TOTAL LIABILITIES AND EQUITY		$	262,327

The accompanying notes are an integral part of this financial statement.

F-217

CHANGZHOU JINGCAITUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from August 2, 2010 (inception date) to December 31, 2010
Net revenues		$	1,245,805
Cost of revenues			1,114,373
Gross profit			131,432
Operating expenses:
	Selling and marketing		41,068
	General and administrative		61,603
	Total operating expenses		102,671
Income from operations			28,761
Interest income			233
Income before provision for income tax			28,994
Provision for income tax			7,248
Net income		$	21,746

The accompanying notes are an integral part of this financial statement.

F-218

CHANGZHOU JINGCAITUAN

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of August 2, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		295,247		—			—		295,247
Net income		—		21,746			—		21,746		$	21,746
Distribution to shareholder		—		(92,882	)		—		(92,882	)
Foreign currency translation adjustments		—		—			8,311		8,311			8,311
Balance as of December 31, 2010	$	295,247	$	(71,136	)	$	8,311	$	232,422		$	30,057

The accompanying notes are an integral part of this financial statement.

F-219

CHANGZHOU JINGCAITUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 2, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	21,746
	Depreciation			1,936
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(168,783	)
		Accrued expenses and other current liabilities		21,948
		Income tax payable		7,248
Net cash used in operating activities				(115,905	)
Cash flows from investing activities:
	Purchase of property and equipment			(51,808	)
Cash used in investing activities				(51,808	)
Cash flows from financing activities:
	Capital injection from shareholders			295,247
	Net distribution to shareholders			(92,882	)
Net cash provided by financing activities				202,365
Effect of exchange rate changes				3,708
Increase in cash				38,360
Cash and cash equivalents as of August 2, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	38,360

The accompanying notes are an integral part of this financial statement.

F-220

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai") which was incorporated on August 2, 2010 in Changzhou, the People's Republic of China ("PRC"), as a limited liability company. Jiangsu Changcai was engaged principally in providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under domain name of www.niceful.com ("Changzhou Jingcaituan" or "the Company") in the PRC.

        On April 3, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Jiangsu Chuangcai for cash consideration of $818,182 (RMB5.4 million) and such business acquired was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from August 2, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from August 2, 2010 to December 31, 2010 was $5,915.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the period from August 2, 2010 to December 31, 2010 was $7,649.

F-221

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years
Vehicles	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-222

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to

F-223

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a

F-224

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to a third party	$	96,159
Prepaid service fee		75,758
Prepaid rental expenses		966
	$	172,883

F-225

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	7,069
Computer and software		35,089
Vehicles		10,909
Total		53,067
Less: accumulated depreciation		(1,983	)
Property and equipment, net	$	51,084

        Depreciation expenses for the period from August 2, 2010 to December 31, 2010 was $1,936.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	7,835
Accrued payroll and welfare		14,645
	$	22,480

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the period from August 2, 2010 to December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from August 2, 2010 to December 31, 2010, the Company's shareholders collected cash of $92,882 from the subscribers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2020. Rental expenses under operating leases for the period from August 2, 2010 to December 31, 2010 was $13,586.

F-226

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	45,914
	2012		12,573
	2013		12,573
	2014		12,573
	2015 and thereafter		69,155
Total		$	152,788

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Jingcaituan from the shareholders of Jiangsu Chuangcai for a cash consideration of $818,182 (RMB 5.4 million) and operates the business acquired as one division of Beijing Wowo Tuan.

F-227

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
LANGFANG WODETUAN

        We have audited the accompanying balance sheet of Langfang Wodetuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the period from October 18, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from October 18, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-228

LANGFANG WODETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-current assets:
Property and equipment, net		$	4,926
TOTAL ASSETS			4,926
Current liabilities:
Accrued expenses and other current liabilities			8,703
Income tax payable			8,892
Total current liabilities			17,595
Total liabilities			17,595
Commitment and contingency (Note 7)
Shareholder's deficit:
	Paid-in capital		75,256
	Accumulated deficit		(89,059	)
	Accumulated other comprehensive income		1,134
Total deficit			(12,669	)
TOTAL LIABILITIES AND DEFICIT		$	4,926

The accompanying notes are an integral part of this financial statement.

F-229

LANGFANG WODETUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from October 18, 2010 (inception date) to December 31, 2010
Net revenues		$	410,619
Cost of revenues			327,439
Gross profit			83,180
Operating expenses:
	Selling and marketing		19,382
	General and administrative		29,073
Total operating expenses			48,455
Income from operations			34,725
Provision for income tax			8,681
Net income		$	26,044

The accompanying notes are an integral part of this financial statement.

F-230

LANGFANG WODETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of October 18, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		75,256		—			—		75,256
Net income		—		26,044			—		26,044		$	26,044
Distribution to shareholder		—		(115,103	)		—		(115,103	)
Foreign currency translation adjustments		—		—			1,134		1,134			1,134
Balance as of December 31, 2010	$	75,256	$	(89,059	)	$	1,134	$	(12,669	)	$	27,178

The accompanying notes are an integral part of this financial statement.

F-231

LANGFANG WODETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from October 18, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	26,044
	Depreciation			677
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		8,496
		Income tax payable		8,681
Net cash provided by operating activities				43,898
Cash flows from investing activities:
		Purchase of property and equipment		(5,486	)
Cash used in investing activities				(5,486	)
Cash flows from financing activities:
	Capital contribution by shareholders			75,256
	Distribution to shareholders			(115,103	)
Net cash provided by financing activities				(39,847	)
Effect of exchange rate changes				1,435
Increase in cash				—
Cash and cash equivalents as of October 18, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-232

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Xinhai Hudong Technology Co., Ltd. ("Beijing Xinhai Hudong") was incorporated on October 18, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        Beijing Xinhai Hudong principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.wdtuan.com ("Langfang Wodetuan" or "the Company") in the PRC.

        On April 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd.(Beijing Wowo Tuan) acquired the online group buying services business of Beijing Xinhai Hudong (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up a new corporation, Langfang Wowo Tuan Information Technology Co., Ltd. ("Langfang Wowo Tuan") on May 10, 2011 and transferred this online group buying services business of Langfang Wodetuan to Langfang Wowo Tuan. During the period between the date of acquisition, April 7, 2011, and the establishment date of Langfang Wowo Tuan, May 10, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from October 18, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Compay records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,507.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in

F-233

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

arriving net revenue for the period from October 18, 2010 (inception date) to December 31, 2010 was $4,841.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

F-234

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods

F-235

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments

F-236

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	273
Computer and software		5,347
Total		5,620
Less: accumulated depreciation		(694	)
Property and equipment, net	$	4,926

        Depreciation expense for the period from October 18, 2010 (inception date) to December 31, 2010 was $677.

F-237

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	4,959
Accrued payroll and welfare payable	$	3,744
	$	8,703

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from October 18, 2010 (inception date) to December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        During the period from October 18, 2010 to December 31, 2010, the Company's shareholders collected cash of $115,103 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,328.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	1,109
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	1,109

F-238

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

8.     SUBSEQUENT EVENTS

        On April 7, 2011, Beijing Wowo Tuan acquired Langfang Wodetuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Beijing Xinhai Hudong, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholders and the key employee for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date.

F-239

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF

NINGBO TANGTUAN

        We have audited the accompanying balance sheet of Ningbo Tangtuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from June 13, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from June 13, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-240

NINGBO TANGTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	7,170
	Prepaid expenses and other current assets		394
Total current assets			7,564
	Property and equipment, net		3,750
TOTAL ASSETS			11,314
Current liabilities:
	Account payable		88,705
	Accrued expenses and other current liabilities		10,873
Total current liabilities			99,578
Total liabilities			99,578
Commitment and contingenciey (Note 8)
Shareholder's deficit:
	Paid-in capital		14,637
	Accumulated deficit		(102,462	)
	Accumulated other comprehensive loss		(439	)
Total deficit			(88,264	)
TOTAL LIABILITIES AND DEFICIT		$	11,314

The accompanying notes are an integral part of this financial statement.

F-241

NINGBO TANGTUAN

STATEMENT OF OPERATION

(In U.S. dollars)

		For the period from June 13, 2010 (inception date) to December 31, 2010
Net revenues		$	697,429
Cost of revenues			630,117
Gross profit			67,312
Operating expenses:
	Selling and marketing		54,514
	General and administrative		52,043
Total operating expenses			106,557
Loss from operations			(39,245	)
Provision for income tax			—
Net loss		$	(39,245	)

The accompanying notes are an integral part of this financial statement.

F-242

NINGBO TANGTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Total deficit			Total comprehensive loss
Balance as of June 13 , 2010 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholders	$	14,637		—			—			14,637
Net loss		—		(39,245	)		—			(39,245	)	$	(39,245	)
Distribution to shareholders				(63,217	)					(63,217	)
Foreign currency translation adjustments		—		—			(439	)		(439	)		(439	)
Balance as of December 31, 2010	$	14,637	$	(102,462	)	$	(439	)	$	(88,264	)	$	(39,684	)

The accompanying notes are an integral part of this financial statement.

F-243

NINGBO TANGTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from June 13, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(39,245	)
	Depreciation			407
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(385	)
		Accounts payable		86,602
		Accrued expenses and other current liabilities		10,615
Net cash provided by operating activities				57,994
Cash flows from investing activities:
	Purchase of property and equipment			(4,068	)
Cash used in investing activities				(4,068	)
Cash flows from financing activities:
	Capital contribution from shareholder			14,637
	Distribution to shareholder			(63,217	)
Net cash provided by financing activities				(48,580	)
Effect of exchange rate changes				1,824
Increase in cash				7,170
Cash and cash equivalents as of June 13, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	7,170

The accompanying notes are an integral part of this financial statement.

F-244

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu Tangheng"), was incorporated on June 13, 2010 in Zhejiang province, the People's Republic of China ("PRC"), as a limited liability company.

        Ningbo Haishu Tangheng was principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.tomtuan.com ("Ningbo Tangtuan" or "the Company") in the PRC.

        On April 15, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Ningbo Haishu Tangheng Trading Co., Ltd. for cash consideration of $303,030 (RMB2 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from June 13, 2010 (inception date) to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company record revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 27, 2010 to December 31, 2010 was insignificant.

F-245

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from June 13, 2010 (inception date) to December 31, 2010 was $3,918.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

F-246

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

F-247

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to

F-248

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011.

F-249

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	2,045
Computer and software		2,122
Total		4,167
Less: accumulated depreciation		(417	)
Property and equipment, net	$	3,750

        Depreciation expenses for the period from August 11, 2010 to December 31, 2010 was $407.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Rental deposit	$	394
	$	394

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	4,299
Accrued payroll and welfare		2,561
Business tax payable		4,013
	$	10,873

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period

F-250

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

from June 13, 2010 (inception date) to December 31, 2010. During the period, no income tax expense was recognized as the Company incurred operating loss.

		December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	9,811
	Total deferred tax assets		9,811
	Valuation allowance		(9,811	)
	Net deferred tax assets	$	—

        The Company had net operating losses of $39,245 as December 31, 2010. As of December 31, 2010, valuation allowance was $9,811, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from June 13, 2010 to December 31, 2010, the Company's shareholders collected cash of $63,217 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the period from June 13, 2010 (inception date) to December 31, 2010 was $769.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	3,846
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	3,846

F-251

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired Ningbo Tangtuan for a total consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu Tangheng relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date.

F-252

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
XIAMEN SHANTUAN

        We have audited the accompanying balance sheet of Xiamen Shantuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from May 17, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 17, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-253

XIAMEN SHANTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Prepaid expenses and other current assets	$	4,847
Total current assets			4,847
Property and equipment, net			8,689
TOTAL ASSETS			13,536
Current liabilities:
	Account payable		241,521
	Accrued expenses and other current liabilities		18,545
Total current liabilities			260,066
Total liabilities			260,066
Commitment and contingency (Note 8)
Shareholder's deficit:
	Paid-in capital		146,469
	Accumulated deficit		(397,299	)
	Accumulated other comprehensive income		4,300
Total deficit			(246,530	)
TOTAL LIABILITIES AND DEFICIT		$	13,536

The accompanying notes are an integral part of this financial statement.

F-254

XIAMEN SHANTUAN

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from May 17, 2010 (inception date) to December 31, 2010
Net revenues		$	1,035,692
Cost of revenues			910,777
Gross profit			124,915
Operating expenses:
	Selling and marketing		61,962
	General and administrative		93,569
	Total operating expenses		155,531
Loss from operations			(30,616	)
Other expense			(116	)
Loss before provision for income tax			(30,732	)
Provision for income tax			—
Net loss		$	(30,732	)

The accompanying notes are an integral part of this financial statement.

F-255

XIAMEN SHANTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive loss
Balance as of May 17, 2010 (inception date)	$	—	$	—		$	—	$	—		$	—
Capital contribution from shareholder		146,469		—			—		146,469
Net loss		—		(30,732	)		—		(30,732	)		(30,732	)
Distribution to shareholder		—		(366,567	)		—		(366,567	)		—
Foreign currency translation adjustments		—		—			4,300		4,300			4,300
Balance as of December 31, 2010	$	146,469	$	(397,299	)	$	4,300	$	(246,530	)	$	(26,432	)

The accompanying notes are an integral part of this financial statement.

F-256

XIAMEN SHANTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from May 17, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(30,732	)
	Depreciation			510
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(4,732	)
		Accounts payable		235,794
		Accrued expenses and other current liabilities		18,106
Net cash provided by operating activities				218,946
Cash flows from investing activities:
	Purchase of property and equipment			(8,993	)
Cash used in investing activities				(8,993	)
Cash flows from financing activities:
	Capital contribution from shareholders			146,469
	Net distribution to shareholders			(366,567	)
Net cash provided by financing activities				(220,098	)
Effect of exchange rate changes				10,145
Increase in cash				—
Cash and cash equivalents as of May 17, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-257

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") was incorporated on May 17, 2010 in Fujian province, the People's Republic of China ("PRC") as a limited liability company. Xiamen Juwang is principally engaged in provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.shantuan.cn ("Xiamen Shantuan") in the PRC.

        On April 29, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Xiamen Juwang for cash consideration of $303,030 (RMB2 million) and such business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from the period from May 17, 2010 to December 31, 2010.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating users reaches the minimum requirement of the merchants; (ii) the participating users have made their payments to the Company; and (iii) the Company has released the electronic coupons for the agreed discounted prices to the participating users. The Company records the gross amount it receives, excluding taxes where applicable, when (i) the Company is the primary obligor in offering the group buying services to the users. The Company is obligated to make refunds to the users for unsatisfactory services or products; (ii) the Company has latitude in establishing price; (iii) the Company has discretion in supplier selection. In addition, the Company records revenue on a net basis when (i) the Company is not the primary obligor in the transaction; (ii) the Company collects pre-agreed fixed amount from the merchant clients and (iii) the merchant clients have the credit risk. The total return and refund amount for the period from May 17, 2010 to December 31, 2010 was $26,827.

F-258

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 17, 2010 to December 31, 2010 was $7,270.

Rewards programs

        The Company uses various subscribers reward programs to build brand loyalty and provide subscribers with incentives to buy the offered goods and services. When subscribers perform qualifying acts, such as providing a referral to a new subscriber or participating in promotional offers, the Company grants the subscribers credits that can be redeemed in the future. The Company accrues the costs related to the associated obligation to redeem the award credits granted at issuance in accrued expenses on the balance sheets and records the corresponding offset to revenue on the statements of operations.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue, primarily the agreed-upon payments to the merchants. Cost of revenue components are recorded with the associated revenue. Payments made to merchants are based on either negotiated payment schedules or the redemption of coupons by subscribers.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are

F-259

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include accounts payable. The carrying values of accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new

F-260

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-261

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to suppliers	$	2,332
Rental deposit		2,515
	$	4,847

F-262

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,408
Computer and software		7,803
Total		9,211
Less: accumulated depreciation		(522	)
Property and equipment, net	$	8,689

        Depreciation expenses for the period from May 17, 2010 (inception date) to December 31, 2010 were $510.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	11,099
Other tax payable		7,446
	$	18,545

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 17, 2010 to December 31, 2010.

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	7,683
Total deferred tax assets			7,683
Less: valuation allowance			(7,683	)
Net deferred tax assets		$	—

F-263

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

        The Company has net operating losses of $30,732 for the period from May 27, 2010 to December 31, 2010. As of December 31, 2010, valuation allowance was $7,683 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from May 17, 2010 to December 31, 2010, the Company's shareholders collected cash of $366,567 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT AND CONTINGENCY

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from May 17, 2010 to December 31, 2010 was $8,032.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	15,680
	2012		9,822
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	25,502

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services which are recorded based on the revenue recognized net of the costs of sales. Under the prevailing PRC tax laws and regulations, a tax payer's business turnover usually consists of the total consideration plus all other fees and charges received for the provision of taxable services. Meanwhile, there are special provisions which clarify the amounts to be included in a taxpayer's turnover and allow costs to be deducted from turnover for specific industries. Given that the group buying industry in China is still at an early stage of development, currently there is no PRC law or regulation specifically addressing the business tax obligations associated with group buying services in particular. Taking into consideration the nature of group buying business which is essentially an intermediary entity through which the merchants sell services to the end customers, management of the Company believes that the current payment of

F-264

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT AND CONTINGENCY (Continued)

business tax on net basis should be in line with the underlying principle of the PRC tax laws and regulations. So far the Company's business taxes have been collected by the relevant local tax authority on the basis of the balance between the revenue and the cost of sales, not on the revenue. Although the Company believes that it is appropriate to pay business taxes on a net basis, the PRC tax authorities may challenge such basis of the Company's business tax obligations. If such tax authority or the relevant tax authorities in other places or at higher level subsequently determine that the Company's business taxes should be paid on the gross amount of sales relating to the group buying services or any new laws, regulations, interpretations, clarifications, or new implementing rules and otherwise require the Company's business taxes to be paid on the gross revenue, this would result in an increase of the Company's business tax liability, and the PRC authorities may impose late payment fees and other penalties on the Company for any unpaid business taxes.

9.     SUBSEQUENT EVENTS

        On April 29, 2011, Beijing Wowo Tuan acquired Xiamen Shantuan for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the selling shareholder and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

F-265

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WOWO LIMITED

        We have audited the accompanying balance sheet of Wowo Limited (the "Company") as of July 13, 2011. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall balance sheet presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, such balance sheet presents fairly, in all material respects, the financial position of the Company as of July 13, 2011, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
September 23, 2011

F-266

WOWO LIMITED

BALANCE SHEET

(In U.S. dollars)

		July 13, 2011
Total Assets		$	—
Total liabilities		$	—
Commitments and contingencies
Series A-1 convertible redeemable preferred shares ($0.00001 par value; 20,000,000 preferred shares authorized, nil share issued and outstanding as of July 13, 2011)			—
Series A-2 convertible redeemable preferred shares ($0.00001 par value; 51,339,464 preferred shares authorized, nil share issued and outstanding as of July 13, 2011)			—
Shareholders' equity
	Ordinary shares ($0.0001 par value, 1,928,600,536 shares authorized and 1 share issued and outstanding as of July 13, 2011)	$	—
	Subscription receivable		(—	)
	Retained earnings		—
Total Shareholders' Equity		$	—
Total LIABILITIES, SERIES A CONVERTIBLE REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY		$	—

F-267

WOWO LIMITED

NOTES TO BALANCE SHEET

AS OF JULY 13, 2011

1.     ORGANIZATION

        In anticipation of the initial public offering (the "IPO"), Wowo Limited (the "Company") was incorporated in the Cayman Islands on July 13, 2011. The Company has no operations and has been created for the IPO purpose. On August 4, 2011, the Company has issued (1) 323,886,639 ordinary shares of US$0.00001; (2) 5,489,604 Series A-1 Preferred Shares of US$0.00001 (3) 51,339,464 Series A-2 Preferred Shares of US$0.00001, to the existing shareholders of Wowo Group Limited.

        There has been no activity and, therefore, the statement of operations, the statement of changes in shareholders' equity and comprehensive income, and the statement of cash flows are not presented.

2.     REORGANIZATION

        The Company becomes the ultimate holding company of Wowo Group Limited upon the completion of the one to one share exchange on August 4, 2011 with existing shareholders of Wowo Group Limited for all shares of equivalent classes.

F-268

Wowo Limited

  American Depositary Shares

  Representing
        Ordinary Shares

Prospectus

BofA Merrill Lynch UBS Investment Bank

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers

        Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the registrant.

        Under the form of indemnification agreements filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

        The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities

        During the past three years, we have issued and sold the securities in Wowo Group Limited described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. All references to number of shares in the table below have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares. On August 4, 2011, we effected a share swap in which shareholders of

II-1

Wowo Group Limited, our current holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited.

Purchaser	Date of Sale or Issuance		Title and Number of Securities		Consideration (US$ in cash)		Underwriting Discount and Commission
Yongming Zhang		March 8, 2011		16,194,332 ordinary shares		7.9 million		N/A
		July 7, 2011		7,923,246 Series A-2 Preferred Shares		7.7 million		N/A
Zero2IPO China Fund II L.P.		April 3, 2011		5,489,604 Series A-1 Preferred Shares		5.0 million		N/A
		June 18, 2011		2,053,579 Series A-2 Preferred Shares		2.0 million		N/A
CDH Barley Limited		May 25, 2011		30,803,678 Series A-2 Preferred Shares		30.0 million		N/A
Besto Holdings Limited		July 5, 2010		5,133,947 Series A-2 Preferred Shares		5.0 million		N/A
Xiangqing Lin		July 5, 2010		4,398,225 Series A-2 Preferred Shares		4.3 million		N/A
David Tse Young Chou		July 5, 2011		1,026,789 Series A-2 Preferred Shares		1.0 million		N/A
Directors, Officers and Employees		Various dates		Option to purchase 24,740,770 ordinary shares		various prices		N/A

Item 8.   Exhibits and Financial Statement Schedules

(a)

Exhibits

        See Exhibit Index beginning on page II—6 of this Registration Statement.

(b)

Financial Statement Schedules

        All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9.    Undertakings

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement

II-2

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   For the purpose of determining any liability under the Securities Act of 1933, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in                 on                    , 2011.

Wowo Limited
By:
	Name:	Maodong Xu
	Title:	Chief Executive Officer

        Each person whose signature appears below constitutes and appoints each of [            ] and [            ] as an attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any and all amendments or supplements to this registration statement, whether such amendments or supplements are filed before or after the effective date of such registration statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to any and all instruments or documents filed as part of or in connection with this registration statement and any and all amendments thereto, whether such amendments are filed before or after the effective date of such registration statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated in                 on                    , 2011.

Signature	Capacity
Maodong Xu	Chairman, Chief Executive Officer (principal executive officer)
Daniel Mingdong Wu	Director, Chief Financial Officer (principal financial and accounting officer)
Wenjiang Chen	Director
Jianguang Wu	Director, Chief Technology Officer

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Wowo Limited has signed this registration statement or amendment thereto in                on                    , 2011.

By:
	Name:
	Title:

II-5

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	1.1	*	Form of Underwriting Agreement
	3.1	*	Memorandum and Articles of Association of the Registrant, as currently in effect
	3.2	*	Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of the offering
	4.1	*	Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)
	4.2	*	Registrant's Specimen Certificate for Ordinary Shares
	4.3	*	Deposit Agreement, dated as of            , 2011, between the Registrant, the depositary and holder of the American Depositary Receipts
	5.1	*	Opinion of Conyers Dill & Pearman LLP regarding the validity of the ordinary shares being registered
	8.1	*	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters
	8.2	*	Opinion of Commerce & Finance Law Offices regarding certain PRC tax matters
	8.3	*	Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
	10.1	*	Registrant's Share Incentive Plan
	10.2	*	[Form of Indemnification Agreement with the Registrant's directors]
	10.3	*	Form of Employment Agreement
	10.4	*	Form of English Translation of [contractual arrangements] with affiliated consolidated entities
	10.5	*	Form of English translation of Power of Attorney
	10.6	**	English translation of Exclusive Call Option Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated September 10, 2011
	10.7	**	English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated June 10, 2011
	10.8	**	English translation of Equity Pledge Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated September 10, 2011
	10.9	**	English translation of Exclusive Call Option Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.10	**	English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.11	**	English translation of Equity Pledge Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.12	**	English translation of Exclusive Call Option Agreement entered into by and among shareholders of Yi You Bao and Wowo Shi Jie, dated May 31, 2011
	10.13	**	English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders Yi You Bao and Wowo Shi Jie, dated May 31, 2011

II-6

Exhibit No.			Description of Exhibit
	10.14	**	English translation of Equity Pledge Agreement entered into by and among shareholders of Yi You Bao and Wowo Shi Jie, dated May 31, 2011
	10.15	**	Series A-1 Note Purchase Agreement entered into by New Field Worldwide Ltd. and ZERO2IPO CHINA FUND II, L.P., April 2011
	10.16	**	Series A-1 Notice of Conversion, dated April 3, 2011
	10.17	**	Series A-2 Preferred Share Purchase Agreement entered into by the Company and CDH Barley Limited, dated May 25, 2011
	10.18	**	Series A-2 Preferred Share Purchase Agreement entered into by the Company and Zero2IPO China Fund II L.P., dated June 8, 2011
	10.19	**	Series A-2 Preferred Share Purchase Agreement entered into by and among the Company, Besto Holdings Limited, David Tse Young Chou, Zhang Yongming and Lin Xiangqing, dated July 5, 2011
	10.20	**	Series A-2 Shareholders Agreement entered into by the Company and the shareholders, dated August 4, 2011
	10.21	**	Online payment Agreement between Beijing Wowo Tuan Information Technology Co., Ltd. and Alipay.com (China) Co., Ltd.
	21.1	*	List of Subsidiaries of the Registrant
	23.1		Consent of Deloitte Touche Tohmatsu CPA Ltd.
	23.2	*	Consent of Conyers Dill & Pearman LLP (included in exhibit 5.1)
	23.3	*	Consent of Simpson Thacher & Bartlett LLP (included in exhibit 8.1)
	23.4	*	Consent of Commerce & Finance Law Offices (included in exhibit 8.2)
	24.1	*	Power of Attorney (included on signature page)
	99.1	*	Code of Business Conduct and Ethics of Registrant
	99.2		Opinion of Commerce & Finance Law Offices regarding certain PRC legal matters

*

To be filed by amendment.

**

Previously filed.

II-7

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, September 23, 2011 as to Note 1, 12 ,16 and 17, relating to the consolidated financial statements of Wowo Group Limited, and its subsidiaries and its variable interest entity as of December 31, 2009 (predecessor) and 2010 (successor) and for the years ended December 31, 2009 and 2010 (predecessor) and the financial statement schedule of Wowo Group Limited as of December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated October 25, 2011 relating to the financial statements of Shenyang 19Tuan for the period from June 12, 2010 (business commencement date) to December 30, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated October 25, 2011 relating to the financial statements of Jinan 0531Tuan for the period from August 6, 2010 (inception date) to December 30, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shijiazhuang Chuanglian Technology Co., Ltd. as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Changzhou Bangketuan as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Wuxi Yuzhong Internet Technology Co., Ltd. as of December 31, 2009 and 2010 and for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shenzhen Xunjie Times Media Co., Ltd. as of December 31, 2010 and for the period from May 5, 2010 (business commencement date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Fuzhou Baiketuan as of and for the year ended December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Chengdu Beiguo Technology Co., Ltd. as of December 31, 2010 and for the period from August 20, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Shanghai Yinqing Advertising Co., Ltd. as of December 31, 2009 and 2010 and for the years ended December 31, 2009 and 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Beijing Kaiyishidai Network Technology Co., Ltd. as of December 31, 2010 and for the period from September 27, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Xiamen Shantuan as of December 31, 2010 and for the period from May 17, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Changzhou Jingcaituan as of December 31, 2010 and for the period from August 2, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Ningbo Tangtuan as of December 31, 2010 and for the period from June 13, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011 relating to the financial statements of Langfang Wodetuan as of December 31, 2010 and for the period from October 18, 2010 (inception date) to December 31, 2010, appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated September 23, 2011 relating to the financial statements of Wowo Limited as of July 13, 2011, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Selected Consolidated Financial and Operating Data” and “Experts” in such Prospectus.

Deloitte Touche Tohmatsu CPA Ltd.

Beijing, the People’s Republic of China

October 27, 2011

EX-99.6

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TABLE OF CONTENT

Exhibit 99.6

Confidentially Submitted with the Securities and Exchange Commission on November 22, 2011

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Wowo Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) 7379
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Building No. 9, 1 Nongdananlu
Haidian District, Beijing, 100029
People's Republic of China
(8610) 6266 8858
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

[Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474]
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Chris K.H. Lin, Esq. Simpson Thacher & Bartlett LLP 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong (852) 2514-7600	James C. Lin, Esq. Davis Polk & Wardwell LLP c/o 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong (852) 2533-3368

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(3)	Amount of registration fee
Ordinary Shares, par value US$            per ordinary share(1)(2)	US$	US$

(1)

Includes            ordinary shares that may be purchased by the underwriters to cover over-allotments, if any. Also includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States.

(2)

American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-          ). Each American depositary share represents            ordinary shares.

(3)

Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated

P R O S P E C T U S

Wowo Limited

                        American Depositary Shares
Representing        Ordinary Shares

        This is an initial public offering of American Depositary Shares, or ADSs, of Wowo Limited. We are offering            ADSs. Each ADS represents the right to receive                        ordinary shares, par value US$            per share.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares. We anticipate the initial public offering price per ADS will be between US$      and US$      . We have applied to have the ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 12.

Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds to Wowo Limited (before expenses)	US$	US$

        We have granted the underwriters a 30-day option to purchase up to an additional      ADSs to cover over-allotments at the initial public offering price less underwriting discounts and commissions.

        The underwriters expect to deliver the ADSs to purchasers on or about            , 2011.

BofA Merrill Lynch UBS Investment Bank

The date of this prospectus is            , 2011.

TABLE OF CONTENT

	Page
Prospectus Summary	1
The Offering	7
Risk Factors	12
Special Note Regarding Forward-looking Statements	47
Use of Proceeds	48
Dividend Policy	49
Capitalization	50
Dilution	51
Enforcement of Civil Liabilities	53
Our History and Corporate Structure	55
Selected Consolidated Financial and Operating Data	59
Management's Discussion and Analysis of Financial Condition and Results of Operations	62
Unaudited Pro Forma Condensed Consolidated Financial Data	87
Our Business	99
Regulations	112
Management	121
Principal Shareholders	126
Related Party Transactions	128
Description of Share Capital	129
Description of American Depositary Shares	140
Shares Eligible for Future Sale	150
Taxation	152
Underwriting	161
Expenses Related to this Offering	169
Legal Matters	170
Experts	170
Where You Can Find More Information	171

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorized to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Neither we nor the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Through and including                    , 2011 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision.

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life-style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the independent monthly report on group buying industry in China by www.tuan800.com, a group buying aggregating website in China, or the Tuan800 Report, we were the leading group buying service provider in China in August and September 2011, in terms of gross billings of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of 55tuan.com and our consolidated affiliated entities' websites, or collectively, Wowo Tuan, and our nationwide network of over 2,500 editorial staff, merchant consultants and merchant service representatives in 106 cities in China as of September 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing, a guest electronic management system, or GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires. As of September 30, 2011, we deployed 2,294 GEMs which we provide to selected local merchant clients during redemption periods of their featured deals free of charge. We plan to explore ways to monetize GEM in the future once its installation reaches a critical mass.

        In addition, we have recently launched a separate website, www.jieshi.com, which has been redirected to www.55.com starting from October 8, 2011, or Wowo Platform, which is a discounted life-style service website where large numbers of discounted deals, including group buying deals, are available for subscribers to choose from. Wowo Platform is an open platform on which local merchants and our commissioned agents may place their group buying deals and other discounted offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each

1

day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals. Currently, there are over 1,000 group buying deals in 15 major cities available on Wowo Platform and we expect the number of deals available on Wowo Platform to increase going forward. In October 2011, we launched a new location-based service, or LBS, application for mobile devices, or 55 Life-service Mall, in Apple's application store which enables subscribers to search for group buying deals or other discounted offerings on Wowo Platform within their immediate proximity using the GPS function of an iPhone.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to a market research study by Analysys International commissioned by us, or the Analysys Report, in the first half of 2011 our brand ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed, including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$64.9 million for the year ended December 31, 2010 (predecessor) and the nine months ended September 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our net revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers after paying agreed upon amounts for redeemed Wowo Coupons to featured merchant clients. Our gross billings were US$3.1 million and US$108.2 million for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively. Our net revenues were US$504,142 for the year ended December 31, 2010 (predecessor) and US$5.6 million for the nine months ended September 30, 2011 (successor), respectively.

Market Opportunity

        The rapid growth of the market for group buying deals is driven by consumers' demand for high-quality services at deep discounts and local merchants' demand for alternative ways of local advertising to reach their target potential customers without incurring significant costs. Especially in the service industry, where fixed costs such as rent and salaries constitute a substantial portion of the merchants' overall costs and expenses, selling unsold capacity through deeply discounted group buying deals on the Internet is a cost effective way for local merchants to reach their target potential customers. Based on the Analysys Report, the total potential transactional value of the group buying market in China will grow from RMB9.5 billion (US$1.5 billion) in 2011 to RMB54.0 billion (US$8.4 billion) in 2015, representing a compound annual growth rate of 54%.

        Group buying deals for goods and services are distributed and purchased by users on the Internet and mobile network. China has the largest Internet and mobile user populations in the world, with 457 million Internet users and 859 million mobile users at the end of 2010, according to the National Bureau of Statistics of China, and these user populations are expected to continue to grow. Increase in 3G penetration among mobile users will allow faster wireless Internet access on mobile devices. In addition, China has a diversified cultural base and each local region typically has its own preference for food, drink and activities, resulting in a large number of local merchants. Group buying deals are localized in nature and offers significant values to both local merchants and online consumers. Therefore, group buying business model is in a unique position to benefit from the growth in online population and the diversified cultural base in China.

2

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Commitment to Superior Subscriber Experience and Strong Brand Recognition.    We are committed to maintain high quality in every aspect of our services, which enhances both our subscriber satisfaction and brand recognition among local merchants.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. We were the leading group buying service provider of group buying deals for local services in China in terms of gross billings in August and September 2011, which is a direct indicator of a group buying service provider's local presence and overall competitive strength, according to the latest issue of the Tuan800 Report.

        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    Our GEM simplifies and increases the efficiency of Wowo Coupon redemption process and helps to provide our merchant clients with additional options to manage their customer relationships, which we believe is a unique solution that differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu has over two decades of experiences in managing China-based technology companies. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China.

Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to Focus on Growing Subscriber Base and Enhancing Subscriber Experience by Adding New Features to Our Services.    We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, and we strive to maintain a high retention rate of existing subscribers by continuing to focus on maximizing subscriber satisfaction.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    We will continue to provide innovative marketing solutions to our merchant clients and maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We plan to introduce a great variety and choices of group buying deals to our subscribers on Wowo Platform and offer LBS-based discounted deals of life-style products and services on consumers' mobile devices through Wowo Platform.

        Increase Our Market Penetration With Vertical Channel Offerings.    We will continue to evaluate our market strategy and may expand our group buying channels to other attractive life-style products and services.

3

Our Challenges

        We expect to face risks and uncertainties related to our business and industry, including but not limited to:

•

our limited operating history;

•

our ability to achieve and maintain profitability, especially in light of our past losses;

•

our ability to compete in the intensively competitive environment;

•

our ability to control operating expenses in connection with strategic acquisitions and to successfully integrate the acquired businesses;

•

our ability to source high quality products and services from local merchants;

•

our ability to maintain the existing subscriber base and to attract new subscribers and merchant clients;

•

our ability to maintain and enhance our reputation and brand;

•

our ability to maintain an effective system of internal control over financial reporting;

•

control over our consolidated affiliated entities, which is based upon contractual arrangements rather than equity ownership; and

•

the regulatory environment in China.

        We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operations and prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in our ADSs.

4

Our Corporate Structure

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo Group Limited, our previous holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of the date of the prospectus. See "Our History and Corporate Structure—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Factors Relating to Our Business and Industry."

(1)

Mr. Maodong Xu and Mr. Tianqing Xu are the beneficially owner of 60% and 40%, respectively, of the equity interests in each of Beijing Kai Yi Shi Dai Network Technology Co., Ltd., or Kai Yi Shi Dai and Beijing Yi You Bao Information Technology Co., Ltd., or Yi You Bao. Beijing Wowo Tuan Information Technology Co., Ltd., or Beijing Wowo Tuan, has 15 PRC subsidiaries, as well as 130 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Maodong Xu as to 76%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Yonghong Lv, Mr. Xiaoyong Hu, Mr. Guang Yang, Mr. Yuedong Jiang, Mr. Jianguang Wu, Ms. Yan Chen, Ms. Jinghan Wei, Mr. Hanyu Liu, Mr. Xiangqing Lin, Mr. Dong Zhang, Mr. Weihong Xiao, Mr. Yunming Wang, Mr. Chuanjun Liu, Ms. Pingping Lin, Mr. Guozhang Pan and Mr. Yongming Zhang.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

(3)

We are in the process of registering the equity interest held by Beijing Wowo Tuan in the entity from 51% to 100% with local industry and commerce authorities.

(4)

According to a share transfer agreement entered into in November 2011 between the original selling shareholders and us, we are in the process of transfering all of our equity interest held in the entity to the original selling shareholders, and the relevant alteration registration with local industry and commerce authority is under process.

5

Our Corporate Information

        Our principal offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China. Our telephone number at this address is +8610 6266 8858 and our fax number is +8610 6266 8866. Our registered office in the Cayman Islands is at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. Our website is www.55tuan.com. The information contained on our website does not constitute a part of this prospectus.

        Investor inquiries should be directed to us at the address and telephone number of our principal offices set forth above. Our agent for service of process in the United States is [Law Debenture Corporate Services Inc.]

Conventions That Apply to This Prospectus

        In this prospectus, unless otherwise indicated or the context otherwise requires, references to:

•

"we," "us," "our company," or "our" refers to Wowo Limited, its subsidiaries and consolidated affiliated entities;

•

"subscribers" refers to users who registered online accounts at our websites and are able to receive our group buying deal information through EDM;

•

"group buying deals for local services" refers to group buying deals in which local merchants such as restaurants, cafes, hotels, movie theatres or beauty parlors provide services to customers who purchased coupons on such group buying deals;

•

"group buying deals for goods" refers to group buying deals in which customers purchase discounted goods which are delivered to customers by group buying service providers;

•

"merchant clients" refers to local merchants of goods or services who offer group buying deals on our websites;

•

"Wowo Coupons" refers to coupons for group buying deals purchased on Wowo Tuan which can be redeemed at face value with the merchant client who offers the group buying deal;

•

"ordinary shares" refer to, prior to the completion of this offering, our ordinary shares, par value US$        per share, and, after the completion of this offering, our ordinary shares, par value US$        per share;

•

"ADS" refers to American depositary shares, each of which represents                                    ordinary shares;

•

"China" or the "PRC" refers to the People's Republic of China excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan;

•

"Renminbi" or "RMB" refers to the legal currency of China; and

•

"$", "US$", "dollars" or "U.S. dollars" refers to the legal currency of the United States.

        Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares (i) assume no exercise by the underwriters of their option to purchase additional ADSs (ii) excludes options to purchase up to 29,889,914 of our ordinary shares outstanding as of the date of this prospectus.

        Unless otherwise stated, all translations of the RMB into U.S. dollars were made at RMB6.3780 to US$1.00, the noon buying rate on September 30, 2011, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

6

THE OFFERING

Price per ADS	We estimate that the initial public offering price will be between US$        and US$        per ADS.
ADSs offered by us	ADSs
ADSs outstanding immediately after this offering	ADSs (or          ADSs if the underwriters exercise in full the over-allotment option).
Ordinary shares outstanding immediately prior to this offering	ordinary shares.
Ordinary shares outstanding immediately after this offering	ordinary shares (or          ordinary shares if the underwriters exercise in full the over-allotment option).
Over-allotment option	We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of        additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.
[Reserved ADSs	At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of            ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.]
The ADSs	Each ADS represents        ordinary shares. The ADSs will be evidenced by American Depositary Receipts, or ADRs.
	The depositary will be the holder of the ordinary shares represented by the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement dated                        , 2011 among us, the depositary and holders and beneficial owners of ADSs from time to time.
	You may surrender your ADSs to the depositary to withdraw the ordinary shares represented by your ADSs. The depositary will charge you a fee for such an exchange.
	We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

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	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.
Use of proceeds	We estimate that we will receive net proceeds of approximately US$        million from this offering, assuming an initial public offering price of US$        per ADS, the mid-point of the estimated range of the initial public offering price, after deducting estimated underwriter discounts, commissions and estimated offering expenses payable by us. We anticipate to use approximately US$10 million of the net proceeds of this offering for the deployment of approximately 50,000 GEM units. We expect to use the remaining net proceeds for general corporate purposes, including working capital needs.
Risk factors	See "Risk Factors" and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.
Listing	We have applied to list our ADSs on the Nasdaq Global Market. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.
Proposed Nasdaq Global Market symbol	WOWO
Depositary	Citibank, N.A.
Lock-up	We, our directors, executive officers, existing shareholders and option holders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting."

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the summary consolidated financial and operating data of Wowo Limited, for the periods indicated.

        Beijing Wowo Tuan, predecessor to Wowo Limited, was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the major shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess thereof has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through a series of contractual agreements that were entered into in May 2011 between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Limited have therefore been prepared using Mr. Maodong Xu's basis and as if the current corporate structure has been in existence since the day Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

        The summary consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010 are derived from our audited consolidated financial statements of Wowo Limited, which are included elsewhere in this prospectus. Beijing Wowo Tuan, predecessor to Wowo Limited, had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period. Our statement of operations for each of the nine months ended September 30, 2011 (successor) and 2010 (predecessor) and consolidated balance sheet data as of September 30, 2011 (successor) has been derived from our unaudited consolidated financial statements which are included elsewhere in this prospectus.

        The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. Our consolidated financial

9

statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

		For the year ended December 31,						Nine months ended September 30,
		2009 (predecessor)			2010 (predecessor) (Restated)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statements of operations
Net revenues			—			504			213		5,586
Cost of revenues			—			33			11		3,054
Gross profit			—			471			202		2,532
Other operating income			0.7			—			—		—
Operating expenses:
	Marketing		—			40			4		26,584
	Selling, general and administrative		0.8			448			137		41,246
Total operating expenses			0.8			488			141		67,830
Income/(loss) from operations			—			(17	)		61		(65,298	)
Interest income			—			—			—		29
Interest expense			—			—			—		(73	)
Other income, net			—			—			—		340
Income/(loss) before provision for income tax			(0.1	)		(17	)		61		(65,002	)
Provision for income tax expenses (benefits)			—			40			31		(69	)
Net income/(loss)			(0.1	)		(57	)		30		(64,933	)
Less: Net loss attributable to noncontrolling interests			—			—			—		(422	)
Net income/(loss) attributable to Wowo Limited			(0.1	)		(57	)		30		(64,511	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—			—			—		362
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—			—			—		2,184
Net income/(loss) attributable to holders of ordinary shares of Wowo Limited			(0.1	)		(57	)		30		(67,057	)
Net loss per ordinary share:
	Basic		—			—			—		(0.21	)
	Diluted		—			—			—		(0.21	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.10
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.10
Shares used in computation of net loss per ordinary share
	Basic		300,000,000			300,000,000			300,000,000		319,436,165
	Diluted		300,000,000			300,000,000			300,000,000		319,436,165
Shares used in computation of net income per Series A-1 convertible redeemable preferred share			N/A			N/A			N/A		3,639,628
Shares used in computation of net income per Series A-2 convertible redeemable preferred share			N/A			N/A			N/A		21,378,279

(1)

The consolidated statement of operations data for the year ended December 31, 2010 have been restated to present revenue on a net basis and to amend the reclassification on cost of revenues and operating expenses. See Note 2 to our consolidated financial statements.

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	As of December 31,				As of September 30,
	2009 (predecessor)		2010 (successor)		2011 (successor)
	(US$ in thousands)
Consolidated balance sheet data
Total current assets		5.1		790		42,974
Total assets		5.1		3,313		59,949
Total current liabilities		1.7		1,245		49,256
Total liabilities		1.7		1,300		49,427
Total equity/(deficit)		3.4		2,013		(46,612	)
Total liabilities, preferred shares and equity/(deficit)		5.1		3,313		59,949

Operating data of 55tuan.com

	As of and for the three months ended
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010		March 31, 2011		June 30, 2011		September 30, 2011
Key Operating Metrics
Gross billings (US$ in thousands)(1)		2		184		948		1,994		4,567		24,966		78,677
Subscribers (in thousands)(2)		0.4		28		236		445		899		2,839		6,735
Active subscribers (in thousands)(3)		0.1		10		66		139		245		1,030		2,853
Cumulative active subscribers (in thousands)(4)		0.1		10		73		202		425		1,380		3,774
Cumulative repeat active subscribers (in thousands)(5)		<0.1		3		15		44		99		435		1,540
Wowo Coupons sold (in thousands)(6)		0.2		16		82		177		322		1,696		5,690
Gross billings per active subscriber (US$)(7)		24.3		18.0		14.4		14.3		18.7		24.2		27.6
Average Wowo Coupons sold per cumulative active subscriber(8)		2.5		1.6		1.3		1.4		1.4		1.7		2.1

Notes:

(1)

Reflects the gross amounts collected from subscribers for Wowo Coupons sold in the applicable period without deducting the amount claimed for refund during the same period.

(2)

Reflects the total number of individuals on the last day of the applicable period who registered online accounts at 55tuan.com and are able to receive our group buying deal information through EDM, less individuals who have unsubscribed. May include individual subscribers with multiple registrations.

(3)

Represents the total number of unique subscribers who purchased at least one Wowo Coupon during the applicable period. May include individual subscribers with multiple registrations.

(4)

Reflects the total number of unique subscribers who have purchased at least one Wowo Coupon from the inception of our business in March 2010 through the end of the applicable period. May include individual subscribers with multiple registrations.

(5)

Reflects the total number of unique subscribers who have purchased more than one Wowo Coupon from the inception of our business in March 2010 through the end of the applicable period. May include individual subscribers with multiple registrations.

(6)

Reflects the total number of Wowo Coupons sold during the applicable period, without deducting Wowo Coupons refunded during the same period.

(7)

Reflects average gross billings generated per active subscriber during the applicable period.

(8)

Reflects the average number of Wowo Coupons sold per cumulative active subscriber from the inception of our business in March 2010 through the end of the applicable period.

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our ADSs. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.

If any of the following risks occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our ADSs could decline, and you may lose some or all of your investment.

Risks Relating to Our Business and Industry

We have a limited operating history and our business model is subject to uncertainties, which makes it difficult to evaluate our business.

        We launched our group buying services in March 2010. We have a limited operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult for you to evaluate our business, financial performance and prospects, and our historical growth rate may not be indicative of our future performance. Although we have achieved significant revenue growth since our inception, we cannot assure you that we will be able to achieve similar growth in the future. Moreover, a substantial portion of such growth was achieved through acquisition of selected local group buying service providers in second- and third-tier cities in China. We do not plan to continue our growth through similar acquisition strategy in the future and we cannot assure you that the acquired local group buying businesses will grow as quickly as we have planned. In addition, the group buying business is still a new market in China. Although we have experienced substantial growth since our inception in early 2010, given our limited history it is difficult to predict if the growth will be sustainable in the future, and the market might evolve in ways that are difficult to anticipate. You should consider our prospects in light of the risks and uncertainties that fast-growing companies in a rapidly evolving market may encounter. These risks and difficulties include, but are not limited to:

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a new and relatively unproven business model;

•

our ability to anticipate and adapt to a developing market and industry;

•

our need to achieve greater brand recognition;

•

our ability to attract sufficient subscribers, and generate sufficient net sales or cash flow;

•

difficulties in managing rapid growth in personnel and operations;

•

high expenditures associated with our geographic expansion, brand promotion and marketing activities; and

•

our ability to compete in the market.

        We cannot be certain that our business strategy will be successful or that we will successfully address these risks. Our failure to address any of the risks described above could have a material adverse effect on our business.

We have never been profitable and may continue to incur losses in the future.

        We incurred net loss in the amount of US$57,178 and US$64.9 million for the year ended December 31, 2010 (predecessor) and the nine months ended September 30, 2011 (successor), respectively, primarily due to the early stage of development of our business. As we continue to expand our business, we expect our operating expenses to continue to increase in the foreseeable future.

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Although we expect our net loss to decrease as a percentage of our total net revenues as we continue to expand and develop, we may continue to incur losses in the future.

We have spent substantial amounts in operating expenses and may require additional funding in the future

        Our operations have consumed substantial amounts of cash since our inception. We expect to continue to spend substantial amounts in operating expenses in the near future. We estimate that our net proceeds from this offering will be approximately US$             million, based upon an assumed initial public offering price of US$            per ADS, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We expect that the net proceeds from this offering, together with our existing cash and cash equivalents will be sufficient to fund our capital requirements for at least the next 12 months. However, we may require additional cash due to changing business conditions or other future development, including any investments we may decide to pursue. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us when needed we may have to significantly delay, scale back or discontinue certain portion of our operations. Any of these events could significantly harm our business, financial condition and prospects.

We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations.

        The group buying industry in China is highly competitive due to a number of factors, such as the relatively low barriers to entry, the continued growth of e-commerce in China and the growing acceptance of online shopping by Chinese Internet users which has resulted in a large number of group buying players. According to the latest issue of the Tuan800 Report, there were approximately 5,000 group buying service providers in China as of September 30, 2011. Many major Chinese portal and e-commerce websites such as taobao.com also offer coupon or group buying discount services. Major Chinese social network sites have also started to offer group buying services, which could pose significant competition to our business given the usually large user base of such social network sites and the synergy of the business models between group buying services and social network services. In addition, certain specialized Internet websites offer coupons or group purchase discounts on specific goods or services, which could directly or indirectly compete with our business. Some of our competitors invest significant capital and human resources in advertisements and promotions, which could potentially dilute our brand recognition and affect our subscriber base. Our competitors may also offer similar deals at lower prices than we do or with packages more attractive than ours. In addition, certain competitors may be willing to offer group buying deals to subscribers or service packages to merchants that generate low or negative gross margins in an effort to increase market share. Some of these websites that offer group coupon services in China have longer operating histories, greater financial, marketing and other resources and larger subscriber bases than we do. Such competitors may leverage their resources and existing subscriber or user bases to quickly increase their market shares.

        According to the Analysys Report, the Chinese group buying industry has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolvement. Market share has been converging to a limited number of primary group buying service providers.

        See "Our Business—Competition." If we are not able to respond to the change in market conditions or subscriber preferences, or if we fail to successfully execute our business strategy, our business, financial condition and results of operations may be adversely affected.

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The economy of China in general and the online service industry in particular may not grow as quickly as expected, which may adversely affect our revenues and business prospects.

        Our business and prospects depend on the continuing development and expansion of the group buying industry in China, which in turn depends on the continuing growth of the economy of China in general and the online service industry in particular. Both China's group buying industry and the online service industry have experienced substantial growth in recent years both in terms of number of subscribers and revenues. We cannot assure you, however, that the group buying industry or the online service industry will continue to grow as the same pace as in the past. Growth is affected by numerous factors, such as regulatory changes, public perception of and receptiveness towards the group buying industry, subscribers' general online purchasing experiences, technological innovations, development of Internet and Internet-based services, and the macroeconomic environment. Moreover, concerns about fraud, privacy and other problems may discourage additional subscribers and merchant clients from adopting e-commerce. If the group buying industry in China or the online service industry does not grow as quickly as expected, our subscriber base may decrease and our business and prospects may be adversely affected.

Strategic acquisitions may have a material and adverse effect on our business, financial conditions and results of operations.

        As part of our strategy to enhance our local presence, Beijing Wowo Tuan has entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. As a result, we had operations in 106 cities across China with localized management, sales, operations and execution teams in each city as of September 30, 2011. As a result of the acquisitions and the increase in our workforce, we anticipate our operating expenses to increase accordingly, which could have an adverse effect on our results of operations.

        There is no guarantee that we can achieve the intended business and revenue growth through our strategic acquisitions. Newly formed companies which became our consolidated affiliated entities may not achieve the financial results we expect. Acquisitions of controlling equity interests and the subsequent integration of the newly formed consolidated affiliated entities into our business network would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business, financial conditions and results of operations. In addition, acquisitions of equity interests could result in the outflow of substantial amounts of cash, potentially dilutive issuances of equity securities, and impairment charges for other intangible assets and exposure to potential unknown liabilities of the acquired businesses.

If we fail to retain existing merchant clients or attract new merchant clients, our business, financial conditions and results of operations may be adversely affected.

        We depend on our merchant clients to provide group buying deals on goods and services for which Wowo Coupons can be redeemed. We have a large number of merchant consultants and merchant service representatives in the cities where we offer group buying services, who maintain cooperative relationships with existing merchant clients and identify and form new relationships with other local merchants on an ongoing basis. We typically do not enter into long term contractual arrangements with merchant clients for group buying deals, and only collaborate with merchant clients to design, promote and distribute group buying deals on a deal-by-deal basis. Our ability to retain existing merchant clients and attract new local businesses to our group buying services is crucial to our ability to offer attractive

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and diversified group buying deals to our subscribers on a continuous basis. However, our merchant clients may find our group buying campaigns no longer suitable to their business operations due to a number of factors, such as changing market conditions, changing business goals of the merchant clients, or other factors that are out of our control which prevent us from designing a group buying deal campaign with more favorable terms for a merchant client. If existing merchant clients find our group buying services to be ineffective or not tailored to their needs, they might decide not to continue their cooperation with us. Existing merchant clients might also switch to our competitors who offer better services or more attractive pricing terms. On the other hand, we may not succeed in our efforts to secure new group buying arrangements with local merchants due to a number of factors, such as lack of access to the local businesses' desired customer base, or inability to offer group buying discount rates that are acceptable to the local businesses. If we are not able to retain and expand our local merchant client base, the number and variety of group buying deals we are able to offer our subscribers may decrease, which as a result may adversely affect our business, financial conditions and results of operations.

We rely on our merchant clients to provide goods and services to our subscribers who purchase Wowo Coupons and our quality control may not always be sufficient, which could result in the need for refunds or replacements and could affect our profits and brand.

        We formulate, promote and distribute group buying deals in collaboration with our merchant clients. Once our subscribers purchase Wowo Coupons from our website that can be redeemed for goods or services, we rely on our merchant clients to provide such goods and services to our subscribers. Any customer dissatisfaction resulting from poor quality of goods or services provided by our merchant clients could have an adverse effect on our reputation or revenue if subscribers make claims publicly and request refunds. Many of our merchant clients are small local business operators that lack the necessary resources for adequate quality control. Moreover, when designing the group buying deals, we and our merchant clients might not always accurately estimate the merchant clients' inventories or service capacity, which could lead to overselling Wowo Coupons for a particular deal and result in the local merchants' failure to provide the goods or services upon redemption. Our business depends on our ability to ensure that high quality goods and services are provided to our subscribers on a consistent basis. This has placed, and will continue to place, substantial demands on our operational, technological and other resources. We have a call center in Shandong with a 1,000-operator capacity that is mainly responsible for subscriber support and have dedicated local quality control teams that work closely with our local merchant clients to ensure subscriber satisfaction. We cannot assure you that such measures will always be sufficient in discovering and remedying service shortcomings or merchandise defects, some of which are out of our control. If subscribers are not satisfied with the goods and services and request refunds or replacement of goods, it could adversely affect our cash flows, financial conditions and operation results. In addition, as we expand the types of goods and services for which we offer group coupons, the operational cost of quality control will also likely increase, which will have a negative effect on our profits.

If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients, our operating cash flow and results of operations may be adversely affected.

        Currently we generate all of our net revenues from the sales of Wowo Coupons to our subscribers. We collect cash upfront when our subscribers purchase Wowo Coupons, and we make payments to the merchant client who provides the goods or services for which the coupons are redeemed, on later dates and in several installments, usually proportional to the ratio of the redeemed Wowo Coupons as to the total number of Wowo Coupons sold. We leverage the operating cash inflows provided by the payments received from subscribers to fund our working capital needs. If we are forced to offer a more favorable or accelerated payment scheme to our merchant clients as a result of a shift in market practice or an increase in the bargaining power of our merchant clients, our operating cash flow and results of

15

operations may be adversely affected and we may have to seek alternative financing to fund our working capital needs.

An increase in our refunds to our subscribers may adversely affect our liquidity and profitability.

        To enhance the subscriber experience and service quality, starting from January 2011, we offer a subscriber a refund when the subscriber redeems a Wowo Coupon if the subscriber is not satisfied with the goods or services provided as specified on such Wowo Coupon, and we offer a subscriber a refund on a Wowo Coupon within 20 days after expiration if the Wowo Coupon was not redeemed upon expiration. A subscriber can contact our call center for a refund request. We are in the process of implementing an automated refund system on our website through which a subscriber can claim refund. After we grant a refund to a subscriber, we typically claim reimbursements from the merchant client who provides the goods or services pursuant to our contractual arrangement with such merchant client, but there is no guarantee that we will be reimbursed in full, or at all. In addition, our standard agreements with our merchant clients generally limit the time period during which we can claim reimbursement of refunds we pay to our subscribers. The continued growth of business and the increased number of our merchant clients puts a high demand on our service and merchandise quality control. If we are not able to scale our quality control operations correspondingly we may incur a higher refund expense as a result, which would have an adverse effect on our liquidity and profitability.

If we fail to retain our existing subscribers or attract new subscribers, our business, financial conditions and results of operations may be adversely affected.

        To maintain our revenue and profitability, it is important for us to generate a sizable subscriber base on our websites. We must attract and retain subscribers by providing group buying deals on attractive goods and services on a continuous basis and offering our subscribers new and valuable services. The acquisition of new subscribers and measures taken to increase stickiness of existing subscribers involve certain costs, which could be significant given the intense competition and fast evolving market conditions. We cannot assure you that such acquisition efforts will result in an increase in the number of registered subscribers, or that the market spending or subscriber acquisition cost will be justified by an increase in revenues either on an aggregated or per subscriber basis. Moreover, it is possible that our merchant clients may find the composition of our subscriber base undesirable to their businesses, which in turn makes it difficult for us to secure attractive group buying deals offered by such merchant clients to retain our subscribers or to attract new subscribers. The occurrence of any of the foregoing may have a materially adverse effect on our business, financial conditions and results of operations.

Any restrictions on the sending of emails or messages or a decrease in subscriber willingness to receive updates through messages could adversely affect our revenue and business.

        We offer our subscribers an option to receive group buying deals and updates through email and other messaging services. Wowo coupons purchased as a result of email and other messages sent by us, generate a portion of our revenue. In addition, we will rely on email and other messaging services to implement the location-based group buying service that we are contemplating. If we are unable to successfully deliver email or other messages to our subscribers or potential subscribers, or if subscribers decline to open our email or other messages, our revenue and profitability would be adversely affected. Actions by third parties to block, impose restrictions on, or charge for the delivery of emails or other messages could also materially and adversely impact our business. From time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. In addition, our use of email and other messaging services to send communications about our website or other matters may result in legal claims against us, which if successful might limit or prohibit our ability to send emails or other

16

messages. Any disruption or restriction on the distribution of emails or other messages or any increase in the associated costs would materially and adversely affect our revenue and profitability.

We may not be successful in our efforts to monetize Wowo Platform and GEM.

        We have made investments in the research and development of Wowo Platform and GEM. Wowo Platform is a new location-based service whose business viability has not been sufficiently tested or validated. The success of Wowo Platform depends on a number of factors, such as subscribers' receptiveness towards this new type of service, our ability to attract local merchants and other group buying service providers to offer group buying deals on Wowo Platform, and our ability to deliver relevant local group buying deals to targeted subscribers. We cannot assure you we will be successful in our efforts to monetize Wowo Platform. GEM is a guest electronic management system that allows our merchant clients to process the Wowo Coupons electronically as well as to manage existing customer relationships and track customer purchasing behavior on a real-time basis. Currently we are in the process of installing GEM at selected merchant clients' sites. We will explore ways to monetize GEM once the installation reaches a critical mass. If we fail to monetize Wowo Platform or GEM, or are unable to generate enough revenue through their operation to recuperate the development and operation costs, our business and results of operations may be adversely affected.

We may not be able to successfully expand the types of services and merchandise for which we offer group buying deals, which could adversely affect our business, financial conditions and results of operations.

        We currently organize our group buying deals into four vertical channels on Wowo Tuan, namely, travel, hotels, beauty and health products and services, and other life-style goods. We intend to continue to increase the variety of group buying deals in each of the existing vertical channels, as well as add new vertical channels to better characterize and manage our offerings and enhance subscriber purchase experience. We may need to make substantial investments in connection with such efforts. We may also face greater competition in specific categories from other group buying service providers that are more focused on such categories. In addition, we need to make investments in quality control and after-sale services for new categories of goods and services for which we offer group buying deals and such investments could be significant or exceed our budget. If the launch of a new category requires investments greater than we expect, or if we are unable to offer enough group buying deals which are of high quality, value and variety or if the revenue generated from a new category grows more slowly or produces lower gross profits than we expect, our business, financial condition and results of operations could be adversely affected.

The development and launch of new services or new technologies may not be achieved in a timely manner or at all and such services or technologies may not be successful.

        Our success in attracting new subscribers and retaining existing subscribers depends partly on our ability to consistently develop and launch new and innovative services and technologies. Although we will continue to focus on research and development going forward, we cannot assure you that we will continue to be able to upgrade the technology required to maintain our leading position in or to keep up-to-date with developments across the group buying industry and to launch such services or new technologies in a timely manner or at all. New technologies and software are also less likely to be reliable, robust and resistant to viruses or failure. Given the fast growth of the group buying industry, we might not have enough time to fully test the new technologies and software we develop before we deploy them on our website, which might cause service problems and a negative subscriber experience. We are developing a number of new services and technologies, such as the guest electronic management system, or GEM, the redesigning of our websites, the introduction of social networking and location-based marketing, to enhance the subscriber experience and facilitate access to and usage of our services. There is no guarantee such new services and technologies will achieve their desired

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effect of retaining existing and attracting new subscribers and local merchant clients, or generating sufficient revenue or other value to justify our investment, and as a result our business, financial conditions and results of operations may be adversely affected.

        Moreover, the software we developed for mobile Internet devices may not be able to gain wide adoption as we expect. Compared with personal computer, the mobile Internet devices typically have lower screen resolution, less memory and more limited functionality, which makes the access to our services through such devices relatively difficult, especially for displaying coupon images and descriptions that are designed primarily for online distribution. If we are unable to attract and retain a substantial number of non-PC device subscribers to our services or if we are slow to develop services and technologies that are more compatible with mobile Internet communications devices relative to our competitors, we may fail to capture a significant share of new subscribers or lose our existing subscribers who switch to mobile Internet devices for their group buying deal purchases.

Our management team has a limited history of working together and may not be able to execute our business plan.

        Although we believe our experienced management team is one of our competitive strengths, our management team has worked together only for a limited period of time and has a limited track record of executing our business plan as a team. We have recently filled a number of positions in our senior management and finance and accounting staff. Accordingly, certain key personnel have only recently assumed the duties and responsibilities they are now performing, and thus, it is difficult to predict whether our management team, individually and collectively, will be effective in operating our business. In addition, the smooth integration of the local group buying businesses we acquired depends on our senior management's ability to work closely and efficiently with the local management teams that joined our business as part of the acquisition. We cannot assure you that communications between the senior management team and the local management teams will always be effective, or the executions at the local levels will always have the results that the senior management team expects. Moreover, the integration process might take longer than we expected, which might have a negative impact on our results of operations.

We rely on our senior management and key employees.

        Our success is dependent upon the expertise and continued service of our senior management and other key personnel. Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China and has over two decades of experience in managing China-based retail and technology companies. He founded and managed the largest supermarket chain in Shandong province, Qilu Supermarket, between 1992 and 2000. He also founded one of the largest wireless B2B messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platform in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. Other members of our senior management team are also crucial to our smooth operation and continued innovation. In addition, we rely on a limited number of specialized staff members in certain areas of our IT operations where we do not receive support from external service providers. Furthermore, our ability to expand our operations to accommodate our anticipated growth will also depend on our ability to retain the management teams of the local businesses in which we acquired controlling equity interests and attract additional personnel such as qualified risk managers, finance, management, marketing, and technical personnel and others. Competition for these employees is intense due to the limited number of suitably qualified

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professionals. If we fail to attract and retain such personnel, it may be difficult for us to manage our business and meet our objectives, and our operational results or financial conditions may be adversely affected.

The success of our business depends on our ability to maintain and enhance our reputation and brand.

        We believe that our reputation among our subscribers and local merchant clients as a group buying service provider with highly-valued deals and reliable services and our "Wowo Tuan" brand is of significant importance to the success of our business. A well-recognized brand is critical to increasing our subscriber base and, in turn, increasing our revenue. Since the group buying market is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which may be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as:

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cost-effective market campaigns to increase brand recognition and awareness in a highly competitive market;

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our ability to deliver highly-valued group buying offers on a continuous basis; and

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effective quality control of goods and services provided to our subscribers by our local merchant clients.

        We have conducted, and will continue to conduct, various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations may be materially and adversely affected.

Negative publicity on the group buying industry could adversely affect our business.

        The success of our business depends on the continued growth of public acceptance of group buying services. Since its inception in early 2010, the group buying industry in China has received certain negative publicity of consumer dissatisfaction due to poor service and merchandise quality of group buying deals offered by certain group buying service providers, partially attributable to its exponential growth and the substantial number of new market entrants. According to the Analysys Report, the group buying industry in China has been going through a consolidation phase due to intense competition and as a result, many group buying service providers which cannot adapt quickly did not or will not survive the market evolution. Market share has been converging to a limited number of primary group buying service providers. The overall quality of group buying services is expected to increase as a result, which may in turn enhance the public image and acceptance of the group buying industry. However, there is no guarantee such market consolidation will achieve the expected effect, and if public opinion of the group buying industry is affected by continued negative publicity, we may experience a slowdown in market growth and as a result our business, financial conditions and results of operations may be adversely affected.

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We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions.

        As the insurance industry in China is still in an early stage of development, insurance companies in China currently offer limited business insurance products. We do not have any product liability insurance or business interruption insurance. As we continue to expand our group buying deals, we may be increasingly exposed to various product liability claims related to product defects in the design or manufacture of such general merchandise. Any product liability claims, business disruption, or natural disaster could result in substantial costs and the diversion of resources, which would have an adverse effect on our business and results of operations.

We rely on third parties payment processing service providers and any disruption to the provision of these services to us could materially and adversely affect our business and results of operations.

        We rely on third parties payment processing service providers to provide payment processing services, including the processing of credit cards and debit cards. We currently receive over 90% of the payments of Wowo Coupons directly or indirectly through Alipay. Pursuant to our agreements with Alipay, Alipay will provide payment processing services to us and we will pay service fees to Alipay. Typically the term of each of these agreements is one year, and may be automatically renewed for a term of one year unless otherwise requested by Alipay or us in writing within one month prior to the expiration date. Our business could be disrupted if Alipay becomes unwilling or unable to provide payment processing services to us, and we may incur additional cost as we seek alternative payment processing service providers. Moreover, the third-party payment processing service providers may fail to obtain, maintain or renew their required qualifications, which may result in disruption in their services to us.

        For all the online payment transactions, secured transmission of confidential information, such as subscribers' credit card numbers and expiration dates, personal information and billing addresses, over public networks is essential to maintain subscribers' confidence in us. Our current security measures and those of the third parties payment processing service providers may not be adequate. We must be prepared to increase and enhance our security measures and efforts so that our subscribers have confidence in the reliability of the online payment systems that we use, which will impose additional costs and expenses and may still not guarantee complete safety. In addition, we do not have control over the security measures implemented by our third-party payment processing service providers. Security breaches of the online payment systems that we use could expose us to litigation and possible liability for failing to secure confidential customer information and could, among other things, damage our reputation and the perceived security of the online payment systems that we use.

        In addition, we may in the future increase the variety of payment methods accepted on our website. As we offer new payment options to subscribers, we may be subject to additional regulations and compliance requirements. We pay intercharge and other fees to third-party payment channels, which may increase over time and raise our operating costs and lower profitability.

We depend on our information technology systems and infrastructure, which may fail or be subject to disruption.

        We are dependent on our IT systems for handling purchase orders, and the efficiency and reliability of our systems are in turn dependent on the functionality and stability of the underlying technical infrastructure. The functionality of the servers that we use and the related hardware and software infrastructure are of considerable significance to our business, our reputation and our ability to attract merchant clients and subscribers. Our IT systems may be damaged or interrupted by human errors, unauthorized access, destruction of hardware, power cuts not covered by backup facilities, system crashes, software problems, virus attacks, natural hazards or disasters, or similar disruptions or

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disruptive events. Furthermore, our current IT systems may be unable to support a significant increase in online traffic or increased number of subscribers, whether as a result of organic or inorganic growth of the business. We have in place business continuity procedures, disaster recovery systems and security measures to protect against network or technical failures or disruptions. Despite such procedures, failures in computer processing and weaknesses in the existing software and hardware cannot be completely prevented or eliminated. Any failure of our IT systems and infrastructure could lead to significant costs and disruptions that could reduce revenues, harm our business reputation and have a material adverse effect on our operations.

        In addition, we rely on bandwidth providers, communications carriers, data centers and other third parties for key aspects of the process of providing services to our subscribers. Any failure or interruption in the services and products provided by these third parties could limit our ability to operate certain aspects of our businesses, which could in turn have a material adverse effect on our business and financial conditions.

We expect to incur significant costs from a variety of marketing efforts designed to increase our net revenues and some marketing campaigns and methods may not be effective or provide the results we expect.

        We plan to engage in a variety of different marketing efforts tailored to our target subscribers to expand our subscriber base. Our marketing activities, which we expect to involve significant costs, may not be well received by users and may not result in the levels of revenue increase that we anticipate. Marketing approaches and tools in the group buying industry in China are evolving. This further requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and user preferences. Failure to refine our existing marketing approaches or to introduce new effective marketing approaches in a cost effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability.

Technical or other limitations on Internet use could have a negative impact on our business.

        The Internet currently represents our main service channel for group buying services. New regulations governing the use of the Internet could be issued at the national or provincial level, or existing regulations could be interpreted more strictly. No assurance can be given that e-commerce in general or our online services in particular will not be adversely impacted by further evolvement of regulations. Technical limitations on Internet use can also be developed or implemented. For example, restrictions can be implemented on personal Internet use in the workplace in general or access to our website in particular. This could lead to a reduction of subscriber activities or a loss of subscribers altogether, which in turn could have a material adverse effect on our financial position and results of operations.

Failure to adequately protect subscriber account information could have a material adverse effect on us.

        We process subscribers' personal data (including name, address, age, bank details and purchase history) as part of our business and therefore must comply with data protection laws in China. Data protection laws restrict our ability to collect and use personal information relating to customers and potential customers. Notwithstanding our IT and data security and other systems, we may not be effective in detecting any intrusion or other security breaches, or safeguarding against sabotage, hackers, viruses and cyber crime. We are exposed to the risk that personal data could in the future be wrongfully accessed and/or used, whether by employees, customers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If we or any of the third party service providers on which we rely fail to transmit customer information and payment details online in a secure manner, or if any such theft or loss of personal customer data were otherwise to occur, it

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could subject us to liabilities under the data protection laws or result in the loss of the goodwill of our customers.

We might not be able to adequately protect our intellectual property rights.

        We believe our domain names, trademarks, technology know-hows and other intellectual properties are our competitive advantages and are important to our success to date and our future prospects. We have been investing resources to develop our own intellectual properties and we take prudent steps to protect our intellectual properties and know-hows. But we cannot assure you such steps will be sufficient to prevent the infringement of our intellectual properties. If we fail to adequately protect our intellectual property rights, including our rights in know-how or our trademark, it could have a material adverse effect on our operations.

        The validity, enforceability and scope of protection available under intellectual property laws with respect to the Internet industry in China are uncertain and still evolving. Implementation and enforcement of PRC intellectual property-related laws have historically been deficient and ineffective. Accordingly, protection of intellectual property rights in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our intellectual property rights or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and the diversion of resources and management's attention.

Failure to effectively detect and prevent fraudulent transactions would increase our losses and adversely affect our business, financial conditions and results of operations.

        We offer group buying deals in the form of redeemable coupons with unique identifiers. It is possible that subscribers or other third parties will seek to create counterfeit coupons in order to fraudulently purchase discounted goods and services from our merchant clients. While we use advanced anti-fraud technologies, it is possible that technically knowledgeable criminals will attempt to circumvent our anti-fraud systems using increasingly sophisticated methods. In addition, our services could be subject to employee fraud or other internal security breaches, and we may be required to reimburse subscribers and/or merchant clients for any funds stolen or revenue lost as a result of such breaches. Our merchant clients could also request reimbursement, or stop using our coupon marketing campaign, if they are affected by buyer fraud or other types of fraud.

        We may incur significant losses from fraud and counterfeit coupons. We may incur losses from merchant client fraud and from erroneous transmissions. While we have taken measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business, financial conditions and results of operations may be adversely affected.

During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective.

        We will be subject to reporting obligations under U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management,

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operational and financial resources and systems for the foreseeable future. Prior to this offering, we were a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of Beijing Wowo Tuan for the year ended December 31, 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified are related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP, (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP; and (iii) lack of risk assessment documentation. The significant deficiencies identified are related to (i) inadequate data management of the group buying management system, (ii) insufficient capacity of the Group Buying Management, or GBM, system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges. These identified material weaknesses may affect our ability to accurately and timely report our financial results in accordance with U.S. GAAP and to prevent or detect material misstatements of the company's annual or interim financial statements on a timely basis.

        Neither we nor our independent registered public accounting firm have undertaken a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do after we become a public company. In light of the number of material weaknesses and other control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal Control over Financial Reporting." However, the implementation of these measures may not fully address these material weaknesses and other control deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses and other control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. In addition, beginning at the same time, our independent registered public accounting firm may be required to report on the effectiveness of our internal control over financial reporting. If we fail to remedy the problems

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identified above, our management and our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. This could adversely impact the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes. We will need to incur significant costs and use significant management and other resources in order to comply with Section 404 of the Sarbanes-Oxley Act.

Our grant of employee share options, restricted shares or other share-based compensation and any future grants could have an adverse effect on our net income.

        U.S. GAAP prescribes how we account for share-based compensation and may have an adverse impact on our results of operations or the price of our ADSs. U.S. GAAP requires us to recognize share-based compensation as compensation expense in the statement of operations generally based on the fair value of equity awards on the date of the grant, with compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. The expenses associated with share-based compensation may reduce the attractiveness of issuing share options or restricted shares under our equity incentive plan. However, if we do not grant share options or restricted shares, or reduce the number of share options or restricted shares we grant, we may not be able to attract and retain key personnel. If we grant more share options or restricted shares to attract and retain key personnel, the expenses associated with share-based compensation may adversely affect our net income.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from expanding or growing our business.

        We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of holders of our ordinary shares, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations.

        We lease all of the premises used for our offices. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. As of the date of this prospectus, we are not aware of any actions, claims or investigations being contemplated by the relevant government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the mortgaged properties challenge our right to lease these properties, we may not be able to protect our leasehold interest and may be ordered to vacate the affected premises, which could in turn materially and adversely affect our business operations and results of operations.

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Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

        Current PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in Internet businesses, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. We conduct our operations in China principally through contractual arrangements between our wholly-owned PRC subsidiary, Beijing Wowo Shi Jie Information Technology Co., Ltd., or Wowo Shi Jie, and three consolidated affiliated entities in China, namely, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao, and their respective shareholders. Beijing Wowo Tuan has 15 PRC subsidiaries, namely Shijiazhuang Wowo Tuan Information Technology Co., Ltd., Jinan Wuzhiwu Information Technology Co., Ltd., Wuxi Yuzhong Internet Technology Co., Ltd., Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd., Hunan Wowo Tuan Information Technology Co., Ltd., Changzhou Wowo Tuan Information Technology Co., Ltd., Shaoxing Wowo Tuan Information Technology Co., Ltd., Langfang Wowo Tuan Internet Technology Co., Ltd, Chengdu Beiguo Technology Co., Ltd., Shenzhen Xunjie Time Media Co., Ltd., Ningbo Wowo Tuan Technology Co., Ltd., Xiamen Wowo Tuan Technology Co., Ltd., Quanzhou Wowo Tuan Information Technology Co., Ltd., Shanghai Yinqing Advertising Co., Ltd., and Jilin Wowo Tuan Technology Co., Ltd., as well as 130 local branches as of the date of this prospectus. Our contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and their respective shareholders enable us to exercise effective control over these entities and hence treat them as our consolidated affiliated entities and consolidate their results. For a detailed discussion of these contractual arrangements, see "Our History and Corporate Structure."

        We cannot assure you, however, that we will be able to enforce these contracts. Although we believe we are in compliance with current PRC regulations, we cannot assure you that the PRC government would agree that these contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. If the PRC government determines that we are not in compliance with applicable laws and regulations, it could revoke our business and operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, restrict or prohibit our use of proceeds from this offering to finance our business and operations in China, shut down our servers or block our website, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, levy fines, confiscate our income or the income of our PRC subsidiary or affiliated PRC entities, or take other regulatory or enforcement actions against us that could be harmful to our business. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

We rely on contractual arrangements with our consolidated affiliated entities in China and their shareholders for our operations, which may not be as effective as direct ownership in providing operational control.

        Since PRC laws restrict foreign equity ownership in companies engaged in Internet businesses in China, we rely on contractual arrangements with our consolidated affiliated entities, in which we do not hold shares, and their respective shareholders to operate our business in China. If we held the shares of Beijng Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, we would be able to exercise our rights as a shareholder to effect changes in their respective board of directors, which in turn could effectuate changes at the management level, subject to any applicable fiduciary obligations. However, under the

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current contractual arrangements, we rely on our consolidated affiliated entities and their respective shareholders' performance of their contractual obligations to exercise effective control. In addition, our contractual arrangements generally have a term of ten years with an automatic extension of another ten years on the same terms subject to Wowo Shi Jie's confirmation. In general, neither our consolidated affiliated entities nor their respective shareholders may terminate the contracts prior to the expiration date. However, the shareholders of the consolidated affiliated entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our consolidated affiliated entities. We may replace the shareholders of our consolidated affiliated entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operation of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See "—Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business." Therefore, these contractual arrangements may not be as effective as direct holding of shares.

Any failure by our consolidated affiliated entities or their respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business.

        Our consolidated affiliated entities and their respective shareholders may fail to take certain actions required for our business or follow our instructions despite their contractual obligations to do so. If they fail to perform their obligations under their respective agreements with us, we may have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, which may not be effective.

        For example, under the equity pledge agreements between Wowo Shi Jie and the respective shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, these shareholders pledged all of their equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao to Wowo Shi Jie. Our PRC counsel, Commerce & Finance Law Offices, has advised us that these pledges will be duly created and effective provided that such pledges are duly registered with the relevant local branch of the State Administration for Industry and Commerce in accordance with relevant PRC laws. We expect to complete the afore said pledge registration in the fourth quarter of 2011. As a result, if any of Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their respective shareholders breaches its obligations under the contractual arrangements, we may have to take legal actions to compel them to enforce the pledges.

        All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in certain other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements, which may make it difficult to exert effective control over our consolidated affiliated entities, and our ability to conduct our business may be adversely affected.

Contractual arrangements with our consolidated affiliated entities may result in adverse tax consequences to us.

        Under applicable PRC tax laws and regulations, arrangements and transactions among related parties may be subject to audit or scrutiny by the PRC tax authorities within ten years after the taxable year when the arrangements or transactions are conducted. We could face material and adverse tax consequences if the PRC tax authorities were to determine that the contractual arrangements between

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Wowo Shi Jie, our wholly-owned subsidiary in China, our consolidated affiliated entities in China and their respective shareholders were not entered into on an arm's-length basis and therefore constituted unfavorable transfer pricing arrangements. Unfavorable transfer pricing arrangements could, among other things, result in an upward adjustment on taxation. In addition, the PRC tax authorities may impose late payment fees and other penalties on our consolidated affiliated entities for the adjusted but unpaid taxes. Our results of operations may be materially and adversely affected if our consolidated affiliated entities' tax liabilities increase significantly or if they are required to pay late payment fees or other penalties.

The shareholders of our consolidated affiliated entities may have potential conflicts of interest with us, which may materially and adversely affect our business.

        We may replace the shareholders of our consolidated affiliated entities at any time pursuant to the equity option agreements. In addition, each of the shareholders of our consolidated affiliated entities has executed a power of attorney to appoint Wowo Shi Jie to vote on his or her behalf and exercise the full voting rights as the shareholder of the consolidated affiliated entities. However, we cannot assure you that when conflicts arise, the shareholders of our consolidated affiliated entities will act in the best interests of our company or that conflicts will be resolved in our favor. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated affiliated entities, we would have to rely on legal proceedings, which may be expensive, time-consuming and disruptive to our operations. There is also substantial uncertainty as to the outcome of any such legal proceedings.

We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.

        We are a holding company, and we rely principally on dividends and other distributions on equity paid by our wholly-owned PRC subsidiary, Wowo Shi Jie, and our wholly-owned Hong Kong subsidiary, Wowo Holding Limited, which is the direct holding company of Wowo Shi Jie, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If Wowo Shi Jie or Wowo Holding Limited, as the case may be, incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require us to adjust our taxable income under the contractual arrangements Wowo Shi Jie currently has in place with our consolidated affiliated entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us.

        Under PRC laws and regulations, Wowo Shi Jie, as a wholly foreign-owned enterprise in China, may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise such as Wowo Shi Jie is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. At its discretion, it may allocate a portion of its after-tax profits based on PRC accounting standards to other funds. These statutory reserve funds and other funds are not distributable as cash dividends. As of the date of the prospectus, the paid-in registered capital of Wowo Shi Jie was US$15,000,000. The total amount of our restricted net assets was US$17.1 million as of September 30, 2011. Any limitation on the ability of Wowo Shi Jie or Wowo Holding Limited to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations.

        In utilizing the proceeds we receive from this offering in the manner described in "Use of Proceeds," as an offshore holding company with a PRC subsidiary, we may (i) make additional capital contributions to our PRC subsidiary, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiary or consolidated affiliated entities, or (iv) acquire offshore entities with business operations in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For example:

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capital contributions to our PRC subsidiaries, whether the existing one or newly established ones, must be approved by the PRC Ministry of Commerce or its local counterparts;

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loans by us to our PRC subsidiaries, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and must be registered with the PRC State Administration of Foreign Exchange, or SAFE, or its local branches; and

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medium and long-term loans by us to our consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.

        On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into Renminbi by restricting how the converted Renminbi may be used. SAFE Circular 142 provides that the Renminbi capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within China, unless it is provided for otherwise. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from the foreign currency registered capital of a foreign-invested company. The use of such Renminbi capital may not be altered without SAFE approval, and such Renminbi capital may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Violations of SAFE Circular 142 could result in severe monetary or other penalties. Furthermore, SAFE promulgated the Notice on Relevant Issues regarding the Strength of Administration of Foreign Exchange Operations or Circular No. 59 on November 19, 2010, which tightens the examination of the authenticity of the settlement of net proceeds from offshore public offerings and requires that the settlement of net proceeds shall be in accordance with the descriptions in the prospectus.

        In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future plans to use the U.S. dollar proceeds we receive from this offering for our expansion and operations in China. If we fail to receive such registrations or approvals, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and ability to fund and expand our business.

We may lose the ability to use and enjoy assets held by our consolidated affiliated entities that are important to the operation of our business if such entities go bankrupt or become subject to dissolution or liquidation proceedings.

        As part of our contractual arrangements with our consolidated affiliated entities, such entities hold certain assets that are important to the operation of our business. If our consolidated affiliated entities

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go bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If our consolidated affiliated entities undergo voluntary or involuntary liquidation proceedings, the unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

If our consolidated affiliated entities fail to obtain and maintain the requisite assets, licenses and approvals required under the complex regulatory environment for online businesses in China, our business, financial condition and results of operations may be materially and adversely affected.

        The Internet industry in China is highly regulated by the PRC government and numerous regulatory authorities of the central PRC government are empowered to issue and implement regulations governing various aspects of the Internet industry. See "Regulations." Our consolidated affiliated entities are required to obtain and maintain certain assets relevant to their business as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These assets and licenses are essential to the operation of our business and are generally subject to annual review by the relevant governmental authorities. Furthermore, our affiliated PRC entities may be required to obtain additional licenses. If our consolidated affiliated entities fail to obtain or maintain any of the required assets, licenses or approvals, their continued business operations in the Internet industry may subject them to various penalties, such as the confiscation of illegal net revenues, fines and the discontinuation or restriction of their operations. Any such disruption in the business operations of our affiliated PRC entities will materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Doing Business in China

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies.

        The PRC government extensively regulates the Internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the Internet industry. These Internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC regulation of Internet businesses include, but are not limited to, the following:

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there are uncertainties relating to the regulation of Internet businesses in China, including evolving licensing practices. This means that permits, licenses or operations at some of our companies may be subject to challenge, or we may fail to obtain permits or licenses that may be deemed necessary for our operations or we may not be able to obtain or renew certain permits or licenses. The major permits and licenses that could be involved include, without limitation, the ICP license. If we fail to maintain any of these required licenses or approvals, we may be subject to various penalties, including fines and the discontinuation of or restrictions on our operations. Any such disruption in our business operations may have a material and adverse effect on our results of operations;

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new laws and regulations may be promulgated that will regulate Internet activities, including online services. If these new laws and regulations are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations after they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties; and

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we only have contractual control over our operating website www.55tuan.com. We do not own the website due to the restriction of foreign investment in businesses providing value-added telecom services in China, including Internet content distribution services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us.

        The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the Internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, Internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain any new licenses required under any new laws or regulations. There are also risks that we may be found to violate the existing or future laws and regulations given the uncertainty and complexity of China's regulation of Internet businesses.

        On July 13, 2006, the Ministry of Industry and Information Technology, or the MIIT, the successor of the Ministry of Information Industry, issued the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecom Services. This notice prohibits domestic telecom services providers from leasing, transferring or selling telecom business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecom business in China. According to this notice, either the holder of a value-added telecom business operating license or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecom services. The notice also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. Currently, Beijing Wowo Tuan and Kai Yi Shi Dai, two of our PRC consolidated affiliated entities, own the related domain names, hold the ICP licenses necessary for the operation of our www.55tuan.com and www.jieshi.com websites, and are in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. As www.jieshi.com has been redirected to www.55.com starting from October 8, 2011, Beijing Wowo Tuan is in the process of applying for amendment to the registration of its ICP license with Beijing Communications Administration, a local branch of the MIIT, to reflect such change in domain name. In addition, as a result of our recent acquisitions, we are in the process of integrating three websites operated by our consolidated affiliated entities which have not received ICP licenses into the 55tuan.com domain. Pursuant to the Administrative Measures on Internet Information Services effective since September 25, 2000, commercial Internet information services are subject to licensing system. In case the operator provides commercial Internet information services without obtaining an operation license or the services provided by the operator exceed the scope of the services as permitted by the operation license, the relevant telecom administrative agency may order to have such act corrected within a specified period. Where there is illegal income, the illegal income may be confiscated and a fine of no less than three times but no more than five times the value of the illegal income would be imposed; where there is no illegal income or the illegal income does not exceed RMB50,000, a fine of no less than RMB100,000 but no more than RMB1,000,000 may be imposed; in the event of a serious case, the operator shall be ordered to close down its website.

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The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs.

        On August 8, 2006, six PRC regulatory authorities, including the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the 2006 M&A Rules, which were later amended on June 22, 2009. According to the 2006 M&A Rules, an offshore special purpose vehicle, or SPV, refers to an overseas company controlled directly or indirectly by domestic companies or individuals for purposes of overseas listing of equity interests in domestic companies (defined as enterprises in the PRC other than foreign-invested enterprises). The 2006 M&A Rules require that the overseas listing by the SPV must be approved by the CSRC. However, the applicability of the 2006 M&A Rules with respect to CSRC approval is unclear. Accordingly, the application of the 2006 M&A Rules with respect to this offering and our corporate structure for this offering established under contractual arrangements remains unclear.

        We believe that the 2006 M&A Rules do not require that we obtain prior CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market, given that (i) our PRC subsidiary, Wowo Shi Jie, was incorporated as a wholly foreign-owned enterprise by means of direct investment rather than by merger or acquisition by our company of the equity interest or assets of any "domestic company" as defined under the 2006 M&A Rules, and no provision in the 2006 M&A Rules classifies the contractual arrangements between our company, our PRC subsidiary and any of our consolidated affiliated entities as a type of acquisition transaction falling under the 2006 M&A Rules; (ii) we do not hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai or Yi You Bao or any of their PRC subsidiaries; and (iii) the CSRC currently has not issued any definitive rule concerning whether offerings like the offering contemplated by our company under this prospectus are subject to prior CSRC approval.

        However, if the CSRC subsequently determines that its prior approval is required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our operating privileges, delay or restrict our sending the proceeds from this offering into China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur.

        We cannot predict when the CSRC may promulgate additional rules or other guidance, if at all. If implementing rules or guidance are issued prior to the completion of this offering and consequently we conclude that we are required to obtain CSRC approval, this offering will be delayed until we obtain CSRC approval, which may take several months or longer. Moreover, the implementing rules or guidance, to the extent issued, may fail to resolve current ambiguities under the 2006 M&A Rules. Uncertainties or negative publicity regarding the 2006 M&A Rules could have a material adverse effect on the trading price of our ADSs.

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Regulation and censorship of information distribution over the Internet in China may adversely affect our business, and we may be liable for information displayed on, retrieved from or linked to our website.

        China has enacted laws and regulations governing Internet access and the distribution of products, services, news, information and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of our Internet content were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of subscribers of our website or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our website in China.

Governmental control of currency conversion may affect the value of your investment.

        The PRC government imposes controls on the convertibility between the Renminbi and foreign currencies despite the significant reduction over the years by the PRC government of control over routine foreign exchange transactions under current accounts. Currently all of our revenues are denominated in Renminbi. Under our current holding company corporate structure, our income is primarily derived from dividend payments from our PRC subsidiary. Shortages in the availability of foreign currency or other restrictions may restrict the ability of our PRC subsidiary to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency-denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from SAFE or its local branch is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Fluctuations in exchange rates of the Renminbi could materially affect our reported results of operations.

        The exchange rates between the Renminbi and the U.S. dollar and other foreign currencies is affected by, among other things, changes in China's political and economic conditions. In July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi was permitted to fluctuate within a band against a basket of certain foreign currencies. As a result, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. However, the People's Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For almost two years after July 2008, the Renminbi traded within a very narrow range against the U.S. dollar, remaining within 1% of its July 2008 high. As a consequence, the Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with the U.S. dollar. In June 2010, the PRC government announced that it would increase Renminbi exchange rate flexibility. However, it remains unclear how this flexibility might be implemented. There remains significant international pressure on the PRC

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government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar.

        As we may rely on dividends and other fees paid to us by our subsidiary and affiliated consolidated entities in China, any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we received from our initial public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In addition, since our functional and reporting currency is the U.S. dollar while the functional currency of our subsidiary and consolidated affiliated entities in China is Renminbi, appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would have a positive or negative effect on our reported financial results, which may not reflect any underlying change in our business, results of operations or financial condition.

Our operations may be adversely affected by changes in China's political, economic and social conditions.

        Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

        The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

        While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In the past the PRC government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results. Any significant increase in China's inflation rate could increase our costs and have a negative impact on our operating margins. In addition, any sudden changes to China's political system or the occurrence of widespread social unrest could have negative effects on our business and results of operations.

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Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification may result in unfavorable tax consequences to us and our non-PRC shareholders.

        Under the PRC Enterprise Income Tax Law, or the New EIT Law, and the Implementation Rules to the New EIT Law, or the Implementation Rules, both of which became effective on January 1, 2008, an enterprise established outside of the PRC with "de facto management bodies" within the PRC is considered a resident enterprise and is subject to PRC enterprise income tax at the rate of 25% on its global income. The Implementation Rules define the term "de facto management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. of an enterprise." The only detailed guidance currently available regarding the definition of "de facto management body" as well as the determination of the tax residence of offshore incorporated enterprises whose primary controlling shareholder is a PRC company or a PRC corporate group, and such enterprises' tax administrations are set forth in two notices, the Notice On Issues Relating to Determination of Chinese-Controlled Offshore Enterprise as PRC Resident Enterprises by applying the "De Facto Management Body", or Circular 82, and the Administrative Measures of Enterprise Income of Chinese Controlled Offshore Incorporated Resident Enterprise (Trial), or Circular 45, issued by the PRC State Administration of Taxation, or the Circulars. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as the exercise of competent tax authorities procedures. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, a payer of China-sourced dividends, interest, royalties, etc. should not withhold 10% income tax on such payments to such Chinese controlled offshore incorporated enterprise. Although the Circulars apply only to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals such as us, the determination criteria and administration clarification made in the Circulars may reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented. There is no assurance that the PRC State Administration of Taxation will not apply the same or similar criteria as stated in the Circulars to determine whether the "de facto management body" of an offshore incorporated enterprise controlled by PRC individuals (like us) is located within the PRC in the future. If the PRC authorities were to determine that we should be treated as a PRC resident enterprise for the purpose of PRC enterprise income tax, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our financial condition and results of operations.

        Pursuant to the New EIT Law and the Implementation Rules, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in China to its foreign enterprise investors will be subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a reduced withholding arrangement. We are a Cayman Islands holding company and substantially all of our income may come from dividends from our PRC subsidiary through our Hong Kong holding company. To the extent these dividends are subject to

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withholding tax, the amount of funds available to us to meet our cash requirements, including the payment of dividends to our shareholders and ADS holders, will be reduced.

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC withholding tax at a rate of up to 10%, subject to the provisions of any applicable tax treaty. If dividends we pay to our overseas individual shareholders or ADS holders, or gains realized by such holders from the transfer of our shares or ADSs, are treated as China-sourced income, the withholding rate would be 20%, subject to the provisions of any applicable tax treaty.

        If we are required under the New EIT Law to withhold PRC income tax on any dividends paid to our non-PRC shareholders and ADS holders or if gains from dispositions of our shares or ADSs are subject to PRC tax, your investment in our ADSs or ordinary shares may be materially and adversely affected.

        Furthermore, the State Administration of Taxation promulgated the Notice on How to Understand and Determine the Beneficial Owners in Tax Treaties in October 2009, or Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601, a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. We cannot assure you that any dividends distributed by us to our non-PRC shareholders and ADS holders whose jurisdiction of incorporation has a tax treaty with China providing for avoidance of double taxation will be entitled to the benefits under the relevant withholding arrangement.

A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition.

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, such PRC citizens or residents must update their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore

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subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply with these rules, the onshore subsidiaries are required to report the non-compliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed their initial registrations with the local counterpart of SAFE in Beijing, and will apply for updated registrations under SAFE Circular 75. The rest of our PRC citizen or resident beneficial owners will also apply for registrations under SAFE Circular 75 with the relevant local counterpart of SAFE in Beijing. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions.

        Pursuant to the Implementation Rules of the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Rules, promulgated by SAFE on January 5, 2007 and a relevant guidance issued by SAFE in March 2007, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. For participants who had already participated in an employee share option or share incentive plan before the date of the guidance, the guidance require their PRC employers or PRC agents to complete the relevant formalities within three months of the date of the guidance. We and our PRC citizen employees who have been granted share options, or PRC option holders, will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. If we or our PRC option holders fail to comply with these rules, we or our PRC option holders may be subject to fines and legal or administrative sanctions. See "Regulations—Regulations on Foreign Exchange."

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We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

        Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Enterprises, or SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

        There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. As a result, we and our non-resident investors in such transactions may become subject to the reporting obligations and even at risk of being taxed under SAT Circular 698 and we may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under the general anti-avoidance rules of the New EIT Law, which may have a material adverse effect on our financial condition and results of operations or such non-resident investors' investment in us.

PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

        PRC laws and regulations, such as the 2006 M&A Rules, the Anti-Monopoly Law promulgated by the PRC National People's Congress in 2007 and the Notice on the Establishment of the Security Review System in Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the State Council, or the Security Review Rule, establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors and companies more time-consuming and complex, including requirements in some instances that various governmental authorities be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, on February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information service industry which our operations fall within, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides for that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We may expand our business in part by

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acquiring complementary businesses. Complying with the requirements of the relevant PRC laws and regulations to complete such transactions could be time-consuming, and any required approval processes may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

The enforcement of the Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

        On June 29, 2007, the Standing Committee of the National People's Congress of China enacted the Labor Contract Law, which became effective on January 1, 2008. The Labor Contract Law introduces specific provisions related to fixed-term labor contracts, part-time employment, probation, consultation with labor union and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the Labor Contract Law, an employer is obliged to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unlimited term, with certain exceptions. The employer must also pay severance to an employee in nearly all instances where a labor contract, including a contract with an unlimited term, is terminated or expires. In addition, the government has continued to introduce various new labor-related regulations after the Labor Contract Law. Among other things, new annual leave requirements mandate that annual leave ranging from five to 15 days is available to nearly all employees and further require that the employer compensate an employee for any annual leave days the employee is unable to take in the amount of three times his daily salary, subject to certain exceptions. As a result of these new regulations designed to enhance labor protection, our labor costs are expected to increase. In addition, as the interpretation and implementation of these new regulations are still evolving, we cannot assure you that our employment practices do not or will not violate the Labor Contract Law and other labor-related regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and results of operations may be adversely affected.

Risks Relating to Our ADSs and This Offering

An active trading market for our ordinary shares or our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

        Prior to this offering, there has been no public market for our ADSs or our ordinary shares represented by the ADSs. If an active public market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs may be adversely affected. We have applied to list our ADSs on the Nasdaq Global Market. A liquid public market for our ADSs may not develop. The initial public offering price for our ADSs will be determined by negotiation between us and the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the ADSs are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your ADSs regardless of our operating performance or prospects. In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted securities class action litigation against that company. If we were involved in a class action suit, it could divert the attention of senior management, and, if adversely determined, could have a material adverse effect on our results of operations.

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Future sales or perceived sales of our ADSs or ordinary shares by existing shareholders could cause our ADSs' price to decline.

        If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up period and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline. Upon closing of this offering, we will have                outstanding ordinary shares. All ADSs sold in this offering will be freely tradable, without restriction, in the public market. The representatives of the underwriters may, in their sole discretion, permit our officers, directors, employees and current option holders and shareholders to sell shares prior to the expiration of the lock-up agreements. After the lock-up agreements pertaining to this offering expire (180 days or more from the date of this prospectus), all of our outstanding shares will be eligible for sale in the public market, but they will be subject to volume limitations under Rule 144 under the U.S. Securities Act of 1933, as amended, or the Securities Act. In addition, ordinary shares subject to outstanding options under our share incentive plan will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.

Because the initial public offering price is substantially higher than our pro forma net tangible book value per ADS, you will incur immediate and substantial dilution.

        If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$                per ADS (assuming no exercise of outstanding options to acquire ordinary shares), representing the difference between our pro forma net tangible book value per ADS as of                , 2011, after giving effect to this offering and the assumed initial public offering price of US$                per ADS (the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus). In addition, you may experience further dilution to the extent that our ordinary shares are issued upon the exercise of outstanding share options. Substantially all of the ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ADS basis that is less than the initial public offering price per ADS in this offering.

We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors.

        For any taxable year, we will be a passive foreign investment company, or PFIC, for United States federal income tax purposes if either (i) 75% or more of our gross income in that taxable year is passive income or (ii) the average percentage of our assets (generally by value) in that taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. Although we do not believe we were a PFIC for our most recent taxable year, in light of our significant cash balances (taking into account the expected proceeds from this offering) and the uncertainty as to the extent, if any, that our goodwill may be taken into account in determining our PFIC status for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, we presently do not anticipate that we will be a PFIC based upon the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering), and the expected composition of our income and assets. However, we may be a PFIC for the 2012 taxable year or any future taxable years due to changes in our asset or income composition, or the value of our assets, including if our market capitalization is less than

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anticipated or subsequently declines. In addition, there is uncertainty as to the treatment of our contractual arrangements with our consolidated affiliated entities for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, except if you have made a mark-to-market election. Because there are uncertainties in the application of the relevant rules and PFIC status is a fact-intensive determination made on an annual basis, no assurance can be given that we will not be a PFIC for any year. If we are a PFIC, U.S. holders of our ADSs or ordinary shares may be subject to increased tax liabilities under United States federal income tax laws and may be subject to burdensome reporting requirements. See "Taxation—Material United States Federal Income Tax Consequences—Passive Foreign Investment Company." As the determination of PFIC status is based on an annual determination that cannot be made until the close of a taxable year, our U.S. counsel expresses no opinion with respect to our PFIC status.

We are a "foreign private issuer," and have disclosure obligations that are different from those of U.S. domestic reporting companies; as a result, you should not expect to receive the same information about us at the same time when a U.S. domestic reporting company provides the information required to be disclosed.

        We are a foreign private issuer and, as a result, we are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Securities Exchange Act of 1934, or the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We will have 120 days from the end of each fiscal year to file our annual report on Form 20-F for the fiscal years ending on or after December 15, 2011. We are not required to disclose detailed individual executive compensation information that is required to be disclosed by U.S. domestic issuers. Further, our directors and executive officers are not required to report equity holdings under Section 16 of the Securities Act and are not subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer are different than those imposed on U.S. domestic reporting companies, our shareholders should not expect to receive the same information about us and at the same time as the information received from, or provided by U.S. domestic reporting companies.

You may not receive certain distributions we made on our ordinary shares or other deposited securities if the depositary decides not to make such distribution to you.

        The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and you will not receive such distribution.

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The trading price of our ADSs may be volatile, which could result in substantial losses to investors.

        The trading price of our ADSs may be volatile and could fluctuate widely in response to factors relating to our business as well as external factors beyond our control. Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially. At the same time, securities markets may from time to time experience significant price and volume fluctuations that are not related to the operating performance of particular companies. For example, in late 2008 and early 2009, the securities markets in the United States, China and other jurisdictions experienced the largest decline in share prices since September 2001. These market fluctuations may also have a material adverse effect on the market price of our ordinary shares.

        The performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. In recent years, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.S. stock markets. Some of these companies have experienced significant volatility, including significant price declines in connection with their initial public offerings. The trading performances of these PRC companies' securities at the time of or after their offerings may affect the overall investor sentiment towards PRC companies listed in the United States and consequently may impact the trading performance of our ADSs. These broad market and industry factors may significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. Any of these factors may result in large and sudden changes in the trading volume and price for our ADSs.

Anti-takeover provisions in our charter documents may discourage a third party from acquiring us, which could limit our shareholders' opportunities to sell their shares at a premium.

        Our                amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you may have less protection of your shareholder rights than you would under U.S. law.

        Our corporate affairs are governed by our                amended and restated memorandum and articles of association, the Cayman Islands Companies Law (2010 Revision), as amended, and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by noncontrolling shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in

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the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

        The Cayman Islands courts are unlikely:

•

to recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

•

to entertain original actions brought against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the Cayman Islands will generally recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (i) such courts had proper jurisdiction over the parties subject to such judgment; (ii) such courts did not contravene the rules of natural justice of the Cayman Islands; (iii) such judgment was not obtained by fraud; (iv) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there is due compliance with the correct procedures under the laws of the Cayman Islands. You should also read "Description of Share Capital—Differences in Corporate Law" for some of the differences between the corporate and securities laws in the Cayman Islands and the United States.

You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the United States.

        We are incorporated in the Cayman Islands and conduct our operations exclusively in China. All of our assets are located outside the United States. Substantially all of our officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or China against us or such persons predicated upon the securities laws of the United States or any state. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforcement of Civil Liabilities."

        Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of

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shareholders of these companies. Our directors have discretion under our amended and restated articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

        As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Your ability to protect your rights as shareholders through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law.

        Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

We have not determined a specific use for the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

        We have not determined a specific use for the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our ADS price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value.

The voting rights of holders of ADSs are limited in several significant ways by the terms of the deposit agreement.

        Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions. Under our                amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter at the meeting. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested.

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The depositary of our ADSs will, except in limited circumstances, grant to us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

        Under the deposit agreement for the ADSs, the depositary will give us a discretionary proxy to vote our ordinary shares underlying your ADSs at shareholders' meetings if you do not vote, unless:

•

we have failed to timely provide the depositary with our notice of meeting and related voting materials;

•

we have instructed the depositary that we do not wish a discretionary proxy to be given;

•

we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

•

a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

•

voting at the meeting is made on a show of hands.

        The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted, absent the situations described above, and it may make it more difficult for holders of ADSs to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may not receive distributions on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you.

        The depositary of our ADSs has agreed to pay you the cash dividends or other distributions it or the custodian for our ADSs receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, the depositary is not responsible if it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. The depositary is not responsible for making a distribution available to any holders of ADSs if any government approval or registration is required for such distribution. We have no obligation to take any other action to permit the distribution of our ADSs, ordinary shares, rights or anything else to holders of our ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is unlawful or impractical for us to make them available to you. These restrictions may have a material and adverse effect on the value of your ADSs.

You may be subject to limitations on the transfer of your ADSs.

        Your ADSs, represented by ADRs, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our books or the books of the depositary are closed, or at any time if we think or the depositary thinks it is necessary or advisable to do so in connection with the performance of its duty under the deposit

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agreement, including due to any requirement of law or any government or governmental body, or under any provision of the deposit agreement.

Compliance with rules and requirements applicable to public companies may cause us to incur increased costs, which may negatively affect our results of operations.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq Global Market, have required changes in corporate governance practices of public companies. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. Complying with these rules and requirements may be especially difficult and costly for us because we may have difficulty locating sufficient personnel in China with experience and expertise relating to U.S. GAAP and U.S. public company reporting requirements, and such personnel may command higher salaries relative to what similarly experienced personnel would command in the United States. If we cannot employ sufficient personnel to ensure compliance with these rules and regulations, we may need to rely more on outside legal, accounting and financial experts, which may be very costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Our corporate actions are substantially influenced by Maodong Xu, our founder, chairman and chief executive officer, whose interests may differ from yours and our company as a whole.

        Immediately following this offering, Maodong Xu will beneficially own approximately            % of our outstanding shares or             % if the underwriters exercise their option to purchase additional ADSs in full.

        Accordingly, Mr. Xu will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors and other significant corporate actions. This concentration of ownership may also discourage, delay or prevent a change of control transactions involving our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including those who purchase ADSs in this offering.

As a foreign private issuer, we are permitted to, and we plan to, rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer's directors consist of independent directors. This may afford less protection to holders of our ordinary shares and ADSs.

        Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive compensation and nomination of directors. As a foreign private issuer, however, we are permitted to, and we plan to follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of directors will not consist of independent directors as long as we rely on the foreign private issuer exemption, fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, we currently intend to follow Cayman Islands law instead of the Nasdaq requirements that mandate that

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we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see "Description of Share Capital—Differences in Corporate Law."

The Deposit Agreement may be amended or terminated without your consent under certain circumstances, which limits your rights and could adversely affect your interests in our ADSs.

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We also have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected. After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

        In the event the Deposit Agreement is modified or terminated, you may have different rights relating to the ADSs than when you first invested in our ADSs. These modifications may differ from your expectations upon your initial investment. Moreover, in the event the Deposit Agreement is terminated, whether by us or the depositary, we may not be able to enter into a replacement Deposit Agreement on commercially reasonable terms, in a timely manner or at all, in which case your rights and interests in our ADSs would be materially and adversely affected.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business." In some cases, these forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

•

our goals and strategies;

•

our prospects, business development, growth of our operations, financial condition and results of operations;

•

the expected growth of the Internet and mobile user populations in China;

•

our plans to enhance subscriber experience, upgrade our infrastructure and increase our service offerings;

•

our expectations regarding demand for and market acceptance of our services;

•

competition in our industry in China;

•

our planned use of proceeds; and

•

fluctuations in general economic and business conditions in China.

        These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in "Prospectus Summary—Our Challenges," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Our Business," "Regulations" and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The online service industry may not grow at the rate projected by market data, or at all. The failure of this market to grow at the projected rate may have a material adverse effect on our business and the market price of our ADSs. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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USE OF PROCEEDS

        We estimate that we will receive net proceeds from this offering of approximately US$            after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed initial offering price of US$            per ADS (the mid-point of the estimated public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) the net proceeds to us from this offering by US$            , after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus.

        We anticipate to use approximately US$10 million of the net proceeds of this offering for the deployment of approximately 50,000 GEM units. We anticipate to use the remaining net proceeds of this offering for general corporate purposes, including working capital needs.

        In addition, the purposes of this offering also include the retention of employees by providing them with equity incentives and the creation of a public market for our ordinary shares represented by the ADSs for the benefit of our shareholders. We did not have any agreements or understandings to make any material acquisitions of, or investments in, other businesses as of the date of this prospectus.

        The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

        To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits. These investments may have a material adverse effect on the United States federal income tax consequences of your investment in our ADSs. See "Risk Factors—Risk Factors Relating to Our ADSs and This Offering—We may be a passive foreign investment company, or PFIC, which could result in adverse United States tax consequences to United States investors" and "Taxation—Material United States Federal Income Tax Considerations—Passive Foreign Investment Company."

        In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to other entities only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risk Related to Our Corporate Structure—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may limit our use of the proceeds we receive from this offering to fund our expansion or operations."

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DIVIDEND POLICY

        Since our inception, we have not declared or paid any dividends on our ordinary shares. We have no present plan to pay any dividends on our ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

        Any future determination to pay dividends will be made at the discretion of our board of directors and may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

        We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders and ADS holders, we will rely on dividends distributed by our PRC subsidiary. Certain payments from our PRC subsidiary to us are subject to PRC taxes, such as withholding income tax. In addition, regulations in China currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Our PRC subsidiary is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. Our PRC subsidiary may set aside a certain amount of its after-tax profits to other funds at its discretion. These reserve funds can only be used for specific purposes and are not transferable to the company's parent in the form of loans, advances or dividends. See "Risk Factors—Risks Relating to Our Corporate Structure—We may rely principally on dividends and other distributions on equity paid by our PRC and Hong Kong subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC and Hong Kong subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business."

49

CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2011 presented on:

•

an actual basis;

•

a pro forma basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares into ordinary shares immediately upon the completion of the offering at a conversion ratio of one convertible participating preferred shares to one ordinary shares as if the conversion had occurred as of September 30, 2011; and

•

a pro forma as adjusted basis to reflect the automatic conversion of all of our outstanding Series A convertible redeemable preferred shares, the issuance and sale of the ordinary shares in the form of ADSs offered hereby at an assumed initial public offering price of US$          per ADS, the mid-point of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' over-allotment option and no other change to the number of ADS sold by us as set forth on the cover page of this prospectus.

        The as adjusted information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of September 30, 2011
	Actual			Pro forma			Pro forma as adjusted US$
	US$			US$
Series A-1 convertible redeemable preferred shares, US$0.00001 par value per share, 20,000,000 preferred shares authorized, 5,489,604 shares issued and outstanding		5,343,830			—
Series A-2 convertible redeemable preferred shares, US$0.00001 par value per share, 51,339,464 preferred shares authorized, 51,339,464 shares issued and outstanding		51,789,883			—
Shareholders' equity (deficit):
Ordinary shares, US$0.00001 par value per share, 1,928,600,536 shares authorized; 323,886,640 shares issued and outstanding		3,239			3,807
Additional paid-in capital(1)		20,911,130			78,044,275
Accumulated deficit		(67,112,856	)		(67,112,856	)
Accumulated other comprehensive (loss)		(413,666	)		(413,666	)
Total shareholders' equity (deficit)		(46,612,153	)		10,521,560
Total capitalization(1)		10,521,560			10,521,560

(1)

A US$1.00 increase (decrease) in the assumed initial public offering price of US$          would increase (decrease) each of additional paid-in capital, total equity and total capitalization by US$           million.

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DILUTION

        If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

        Our net tangible liabilities book value as of September 30, 2011 was approximately US$46,612,153 million, or US$0.15 per ordinary share, and US$            per ADS. Net tangible book value per ordinary share is determined by dividing our net tangible book value by the number of outstanding ordinary shares. Our net tangible liabilities book value is determined by subtracting the value of our acquired net intangible assets, goodwill, total liabilities and noncontrolling interests from our total net liabilities. Dilution is determined by subtracting net tangible liabilities book value per ordinary share after giving effect to the automatic conversion of all our issued and outstanding preferred shares into ordinary shares immediately upon the completion of this offering, and the issuance and sales by us of                  ADS offered in this offering at the initial public offering price of US$            per ADS after deduction of the underwriting discounts and commissions and estimated net offering expenses.

        Without taking into account any other changes in such net tangible book value after September 30, 2011, other than to give effect to (i) the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares immediately prior to the completion of this offering and (ii) our sale of                          ADSs offered in this offering at the assumed initial public offering price of US$            per ADS, which is the mid-point of our estimated initial public offering price range as set forth on the cover of this prospectus, with estimated net proceeds of US$         million after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of September 30, 2011 would have been US$         million, US$        per outstanding ordinary share, including ordinary shares represented by our outstanding ADSs, and US$        per ADS. This represents an immediate increase in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to existing shareholders and an immediate dilution in pro forma net tangible book value of US$        per ordinary share, or US$        per ADS, to new investors in this offering. The following table illustrates such per ordinary share dilution:

Assumed initial public offering price per ADS	US$
Pro forma net tangible book value per share after giving effect to the automatic conversion of all of our issued and outstanding preferred shares into ordinary shares	US$
Increase in net tangible book value per ordinary share attributable to price paid by new investors	US$
Pro forma net tangible book value per ordinary share after the offering	US$
Dilution in net tangible book value per ordinary share to new investors in the offering	US$
Dilution in net tangible book value per ADS to new investors in the offering	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$        per ADS would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$         million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$        per ordinary share and US$        per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$        per ordinary share and US$        per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other expenses of the offering. The pro forma information discussed above is illustrative only. Our net tangible book value following the closing of this offering is subject to

51

adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

        The following table summarizes on a pro forma basis the differences as of September 30, 2011 between the existing shareholders including holders of our preferred shares, and the new investors with respect to the number of ordinary shares (in the form of ADSs) purchased from us, the total consideration paid and the average price per ordinary share paid [before deducting underwriting discounts and commissions and other expenses of this offering]. The total number of ordinary shares does not include ordinary shares represented by ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

										Average Price per Ordinary share Equivalent
	Ordinary shares Purchased				Total Consideration						Average Price per ADS Equivalent
	Number	Percent			Amount		Percent
Existing shareholders	380,715,708		100	%	US$	69,289,987		100	%	US$	US$
New investors				%					%
Total			100.0	%	US$			100.0	%	US$	US$

        A US$1.00 increase (decrease) in the assumed initial public offering price of US$            per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$             million, US$             million and US$            , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discounts and commissions and other expenses of this offering.

        The discussion and table above also do not take into consideration any outstanding share options as of the date of this prospectus. There were            ordinary share issuable upon exercise of outstanding share options at a weighted average exercise price of US$            per share, and there were                  ordinary shares available for future issuance upon the exercise of future grants under our 2011 Share Incentive Plan. To extent that any of these options are exercised, there will be further dilution to new investors.

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ENFORCEMENT OF CIVIL LIABILITIES

        We are registered under the laws of the Cayman Islands as an exempted company with limited liability. We are registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, under which the legal judgments may be reached and enforced in a relatively reliable fashion, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

        A substantial portion of our assets are located in China. In addition, most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us, our officers and directors.

        We have appointed [Law Debenture Corporate Services Inc.] as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

        Conyers Dill & Pearman, our counsel as to Cayman Islands law, and, Commerce & Finance Law Offices, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

        Conyers Dill & Pearman has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation. There are currently no treaties or reciprocal agreements between the Cayman Islands and China or the United States that allow enforcement of foreign judgments without having to commence proceedings in the Cayman Islands. The Cayman Islands courts can be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against, or derivative actions in our name in the Cayman Islands courts to challenge (i) an act which is beyond the powers of the Company or illegal, (ii) an act which constitutes a fraud against the minority and the wrongdoers are in control of us, and (iii) an irregularity in the passing of a resolution which requires a qualified (or special) majority under Cayman Islands law.

53

        Commerce & Finance Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. In addition, it will be difficult for shareholders to originate actions against us in China under PRC law, because we are incorporated under the laws of the Cayman Islands and it is difficult for shareholders, by virtue of only holding our ADSs or ordinary shares, to establish a connection to China for a PRC court to have subject matter jurisdiction as required by the PRC Civil Procedures Law.

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OUR HISTORY AND CORPORATE STRUCTURE

        Wowo Limited, the listing entity, was incorporated on July 13, 2011. On August 4, 2011, we effected a share swap in which shareholders of Wowo Group Limited, our previous holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited. The following diagram illustrates our corporate structure as of the date of the prospectus. See "—Our Subsidiaries and Consolidated Affiliated Entities" for more information on the operations of our corporate entities. For additional information on risks relating to the countries in which our subsidiaries operate, see "Risk Factors—Risk Relating to Our Business and Industry".

(1)

Mr. Xu Maodong and Mr. Xu Tianqing respectively own 60% and 40% respectively of the equity interests in each of Kai Yi Shi Dai and Yi You Bao. Beijing Wowo Tuan has 15 PRC subsidiaries, as well as 130 local branches as of the date of this prospectus. Beijing Wowo Tuan is held respectively by Mr. Maodong Xu as to 76%, and other PRC individuals as to the remaining 24% in aggregate including Ms. Yonghong Lv, Mr. Xiaoyong Hu, Mr. Guang Yang, Mr. Yuedong Jiang, Mr. Jianguang Wu, Ms. Yan Chen, Ms. Jinghan Wei, Mr. Hanyu Liu, Mr. Xiangqing Lin, Mr. Dong Zhang, Mr. Weihong Xiao, Mr. Yunming Wang, Mr. Chuanjun Liu, Ms. Pingping Lin, Mr. Guozhang Pan and Mr. Yongming Zhang.

(2)

Pursuant to the relevant agreement, Beijing Wowo Tuan will transfer 49% equity interests in the newly formed entity to the local group buying service provider.

(3)

We are in the process of registering the equity interest held by Beijing Wowo Tuan in the entity from 51% to 100% with local industry and commerce authorities.

(4)

According to a share transfer agreement entered into in November 2011 between the original selling shareholders and us, we are in the process of transferring all of our equity interest held in the entity to the original selling shareholders, and the relevant alteration registration with local industry and commerce authority is under process.

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Our History

        We commenced operations of our business of group buying services in March 2010 through Beijing Wowo Tuan, a limited liability company established in China, which was formerly known as Beijing Jihe Weilai Technology Co., Ltd., or Jihe Weilai, and incorporated in May 2008. In December 2010, Mr. Xu Maodong and his wife, Ms. Zhou Fang, acquired 100% equity of Jihe Weilai from its previous shareholders. To enable us to raise capital from international investors, our current holding company, Wowo Group Limited, was incorporated under the laws of the British Virgin Islands in January 2011. In January 2011, we incorporated Wowo Holding Limited, our wholly owned subsidiary in Hong Kong, which subsequently established its wholly owned subsidiary, Wowo Shi Jie, in China in May 2011. In April 2011, Mr. Xu Maodong acquired 100% equity of Kai Yi Shi Dai, a limited liability company incorporated in China in September 2010. Beijing Wowo Tuan holds the license required for our operation of www.55tuan.com and is in the process of applying for amendment to the registration of such license for the operation of www.55.com, which is the successor of www.jieshi.com operated by Kai Yi Shi Dai. In May 2011, Mr. Xu Maodong and Mr. Xu Tianqing established Yi You Bao in China. As of the date of this prospectus, Beijing Wowo Tuan has established or acquired 15 subsidiaries, as well as 130 branches in China.

        Foreign investment in Internet companies is currently subject to significant restrictions under current PRC laws and regulations. As a result, Wowo Shi Jie entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders in May and June 2011, to gain effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries.

        In April 2011, Wowo Group Limited issued in private placement 5,489,604 Series A-1 preferred shares to Zero2IPO China Fund II L.P. for a purchase price of US$5.0 million. During the period from May 2011 to July 2011, Wowo Group Limited issued in private placements an aggregate of 51,339,464 Series A-2 preferred shares to several investors, including without limitation Zero2IPO China Fund II L.P., CDH Barley Limited, and Besto Holdings Limited, for an aggregate purchase price of US$50 million.

Our Subsidiaries and Consolidated Affiliated Entities

        As of the date of this prospectus, we had the following significant subsidiaries and consolidated affiliated entities:

Non-PRC Subsidiary

        On January 24, 2011, we established our wholly owned subsidiary in Hong Kong, Wowo Holding Limited, which subsequently established our PRC wholly owned subsidiary in May 2011.

PRC Subsidiary

        We have one PRC wholly owned subsidiary as of the date hereof, namely Wowo Shi Jie. Wowo Shi Jie was incorporated on May 19, 2011, and is 100% owned by Wowo Holding Limited, our wholly owned subsidiary in Hong Kong.

Agreements that Provide Us with Effective Control over Our Affiliated Consolidated Entities

        Foreign investment in Internet companies is currently subject to significant restrictions under PRC laws and regulations. As a Cayman corporation, we do not qualify to conduct these businesses under PRC regulations. In addition, foreign investment in the online service industry requires the foreign investor to possess certain qualifications, which we do not have, and our PRC subsidiary, Wowo Shi Jie, is considered a foreign invested enterprise which is restricted from holding the licenses that are

56

essential to the operation of our business, such as licenses for operating our website. See "Regulations." As a result, Wowo Shi Jie has entered into a series of contractual arrangements with Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders described below, through which we exercise effective control over the operations of Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries. We conduct our operations in China principally through Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their respective subsidiaries, which we treated as our consolidated affiliated entities in China. Each of the contractual arrangements between Wowo Shi Jie, Beijing Wowo Tuan, Kai Yi Shi Dai, Yi You Bao and their shareholders was executed in May 2011 and amended subsequent to the changes in shareholding of Beijing Wowo Tuan in June 2011. These contractual arrangements enable us to exercise effective control over these entities and receive substantially all of the economic benefits from them.

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed irrevocable power of attorney appointing Wowo Shi Jie as the attorney-in-fact to act on their behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of their rights as shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meetings, to exercise voting rights and to transfer all or a part of their equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao have signed exclusive call option agreements with Wowo Shi Jie, pursuant to which Wowo Shi Jie has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by Wowo Shi Jie and the shareholders of the consolidated affiliated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of Wowo Shi Jie.

        Exclusive Technical Support Service Agreements.    Wowo Shi Jie and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including their subsidiaries and any companies or entities under their control, agrees to engage Wowo Shi Jie as its exclusive provider of technical platforms, technical support, maintenance and other services. The consolidated affiliated entities shall pay to Wowo Shi Jie service fees determined based on the revenues of the consolidated affiliated entities. Wowo Shi Jie shall have the right to adjust at any time the fee based on the operation performance. Wowo Shi Jie exclusively owns any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements are effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements are extended automatically by another ten years upon the written confirmation by Wowo Shi Jie before the expiry thereof. During the term of the exclusive technical support service agreements, any of the consolidated affiliated entities may not terminate the agreements except in the case of Wowo Shi Jie's gross negligence, fraud, or other illegal action or bankruptcy or termination of Wowo Shi Jie, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with Wowo Shi Jie, under which the shareholders

57

pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to Wowo Shi Jie as collateral to secure performance of all obligations of the consolidated affiliated entities and their shareholders under the applicable exclusive technical support service agreements and the exclusive call option agreements. Wowo Shi Jie is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, Wowo Shi Jie, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment

        We have been advised by our PRC legal counsel, Commerce & Finance Law Offices, that the structure for operating our business in China (including our corporate structure and our contractual arrangements with our consolidated affiliated entities) complies, and after the completion of this offering will continue to comply, with all applicable PRC laws, rules and regulations, and does not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations. However, there are uncertainties regarding the interpretation and application of the relevant PRC laws, rules and regulations. Accordingly, there can be no assurance that the PRC regulatory authorities will not take a view that is contrary to the opinion of our PRC legal counsel. Our PRC legal counsel has further advised that if a PRC government authority determines that our corporate structure, the contractual arrangements or the reorganization to establish our current corporate structure violates any applicable PRC laws, rules or regulations, the contractual arrangements will become invalid or unenforceable, and we could be subject to severe penalties and required to obtain additional governmental approvals from the PRC regulatory authorities. See "Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating our businesses in China do not comply with PRC governmental restrictions on foreign investment in Internet business, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations." and "Risk Factors—Risk Factors Relating to Doing Business in China—The PRC legal system embodies uncertainties which could limit the legal protections available to you and us."

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following tables set forth the selected financial and operating data of Wowo Limited, for the periods indicated. Beijing Wowo Tuan, the predecessor to Wowo Limited, was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, we have applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess therefore has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through a series of contractual agreements in May 2011 that were entered into between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Limited have therefore been prepared using Mr. Maodong Xu's and Mr. Tianqing Xu's basis and as if the current corporate structure has been in existence since the day Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

        The selected consolidated statements of operations and balance sheet data for the years ended and as of December 31, 2009 and 2010 are derived from our audited consolidated financial statements of Wowo Limited, which are included elsewhere in this prospectus. Beijing Wowo Tuan, predecessor to Wowo Limited, had no operation for the period from May 26, 2008, the date of incorporation, to December 31, 2008, and incurred minimal expenses of less than US$1,000 during that period.

        The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, the consolidated financial statements and related notes of Wowo Limited and "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. The consolidated financial statements of Wowo Limited are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results expected for any future periods.

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		For the year ended December 31,						Nine months ended September 30,
		2009 (predecessor)			2010 (predecessor) (Restated)(1)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statements of operation
Net revenues			—			504			213		5,586
Cost of revenues			—			33			11		3,054
Gross profit			—			471			202		2,532
Other operating income			0.7			—			—		—
Operating expenses:
	Marketing		—			40			4		26,584
	Selling, general and administrative		0.8			448			137		41,246
Total operating expenses			0.8			488			141		67,830
Income/(loss) from operations			—			(17	)		61		(65,298	)
Interest income			—			—			—		29
Interest expense			—			—			—		(73	)
Other income			—			—			—		340
Income/(loss) before provision for income tax			(0.1	)		(17	)		61		(65,002	)
Provision for income tax expenses (benefits)			—			40			31		(69	)
Net income/(loss)			(0.1	)		(57	)		30		(64,933	)
Less: Net loss attributable to noncontrolling interests			—			—			—		(422	)
Net income/(loss) attributable to Wowo Limited			(0.1	)		(57	)		30		(64,511	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—			—			—		362
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—			—			—		2,184
Net income/(loss) attributable to holders of ordinary shares of Wowo Limited			(0.1	)		(57	)		30		(67,057	)
Net loss per ordinary share:
	Basic		—			—			—		(0.21	)
	Diluted		—			—			—		(0.21	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.10
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A			N/A			N/A		0.10
Shares used in computation of net loss per ordinary share
	Basic		300,000,000			300,000,000			300,000,000		319,436,165
	Diluted		300,000,000			300,000,000			300,000,000		319,436,165
Shares used in computation of net income per Series A-1 convertible redeemable preferred share			N/A			N/A			N/A		3,639,628
Shares used in computation of net income per Series A-2 convertible redeemable preferred share			N/A			N/A			N/A		21,378,279

(1)

The consolidated statement of operations data for the year ended December 31, 2010 have been restated to present revenue on a net basis and to amend the reclassification on cost of revenues and operating expenses. See Note 2 to our consolidated financial statements.

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	As of December 31,				As of September 30,
	2009 (predecessor)		2010 (successor)		2011 (successor)
	(US$ in thousands)
Consolidated balance sheet data:
Total current assets		5.1		790		42,974
Total assets		5.1		3,313		59,949
Total current liabilities		1.7		1,245		49,256
Total liabilities		1.7		1,300		49,427
Total equity/(deficit)		3.4		2,013		(46,612	)
Total liabilities, preferred shares and equity/(deficit)		5.1		3,313		59,949

Operating data of 55tuan.com

	As of and for the three months ended
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010		March 31, 2011		June 30, 2011		September 30, 2011
Key Operating Metrics
Gross billings (US$ in thousands)(1)		2		184		948		1,994		4,567		24,966		78,677
Subscribers (in thousands)(2)		0.4		28		236		445		899		2,839		6,735
Active subscribers (in thousands)(3)		0.1		10		66		139		245		1,030		2,853
Cumulative active subscribers (in thousands)(4)		0.1		10		73		202		425		1,380		3,774
Cumulative repeat active subscribers (in thousands)(5)		<0.1		3		15		44		99		435		1,540
Wowo Coupons sold (in thousands)(6)		0.2		16		82		177		322		1,696		5,690
Gross billings per active subscriber (US$)(7)		24.3		18.0		14.4		14.3		18.7		24.2		27.6
Average Wowo Coupons sold per cumulative active subscriber(8)		2.5		1.6		1.3		1.4		1.4		1.7		2.1

Notes:

(1)

Reflects the gross amounts collected from subscribers for Wowo Coupons sold in the applicable period without deducting the amount claimed for refund during the same period.

(2)

Reflects the total number of individuals on the last day of the applicable period who registered online accounts at 55tuan.com and are able to receive our group buying deal information through EDM, less individuals who have unsubscribed. May include individual subscribers with multiple registrations.

(3)

Represents the total number of unique subscribers who purchased at least one Wowo Coupon during the applicable period. May include individual subscribers with multiple registrations.

(4)

Reflects the total number of unique subscribers who have purchased at least one Wowo Coupon from the inception of our business in March 2010 through the end of the applicable period. May include individual subscribers with multiple registrations.

(5)

Reflects the total number of unique subscribers who have purchased more than one Wowo Coupon from the inception of our business in March 2010 through the end of the applicable period. May include individual subscribers with multiple registrations.

(6)

Reflects the total number of Wowo Coupons sold during the applicable period, without deducting Wowo Coupons refunded during the same period.

(7)

Reflects average gross billings generated per active subscriber during the applicable period.

(8)

Reflects the average number of Wowo Coupons sold per cumulative active subscriber from the inception of our business in March 2010 through the end of the applicable period.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled "Summary Consolidated Financial Data" and "Selected Consolidated Financial Data" and our audited consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

        This section includes selected consolidated financial and operating data of us and Wowo Limited, for the periods indicated. Beijing Wowo Tuan, the predecessor to Wowo Limited, was incorporated in May 2008 and commenced its group buying business in March 2010. Our Chief Executive Officer and also the majority shareholder, Mr. Maodong Xu, and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 31, 2010. As a result of Beijing Wowo Tuan becoming wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill. Consequently, the pre-change in basis financial statements (predecessor) of Beijing Wowo Tuan and its post-change in basis financial statements (successor) are not comparable in certain significant respects, including the recognition of intangible assets and goodwill of Beijing Wowo Tuan, since the relevant periods are presented on different accounting bases. However, because the date of change in basis was December 30, 2010, the consolidated financial data of Beijing Wowo Tuan (predecessor) are presented through December 31, 2010 with no adjustments to the historical basis as adjustments to the amounts required for the one day of December 31, 2010 would not be material.

        Wowo Group Limited, which was incorporated on January 11, 2011, acquired effective control over and was entitled to the residual returns of Beijing Wowo Tuan through entering into a series of contractual agreements in May 2011 between its wholly owned subsidiary and consolidated affiliated entities. See "Our History and Corporate Structure." Since Mr. Maodong Xu and Mr. Tianqing Xu collectively controlled Wowo Group Limited and also the consolidated affiliated entities immediately before and after entering into the contractual agreements, this reorganization was accounted for as a transaction between entities under common control. The consolidated financial statements of Wowo Limited have therefore been prepared using Mr. Maodong Xu's and Mr. Tianqing Xu's basis and as if the current corporate structure has been in existence since the date Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan.

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life-style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the Tuan800 Report, we were the leading group buying service provider in China in August and September 2011, in terms of gross billings of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of 55tuan.com and our consolidated affiliated entities' websites, or collectively, Wowo Tuan, and our nationwide network of over 2,500 merchant consultants and merchant service representatives in 106 cities in China as of September 30, 2011.

        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period

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from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to the Analysys Report, in the first half of 2011 our brand ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed, including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$64.9 million for the year ended December 31, 2010 (predecessor) and the nine months ended September 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our net revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers after paying agreed upon amounts for redeemed Wowo Coupons to the featured merchant clients. Our gross billings were US$3.1 million and US$108.2 million for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively. Our net revenues were US$504,142 million for the year ended December 31, 2010 (predecessor) and US$5.6 million for the nine months ended September 30, 2011 (successor), respectively.

Operating Metrics

        We measure our business using several operating metrics which directly affect our revenues. The key metrics are as follows:

        Gross billings.    This metric represents the gross amounts collected from subscribers for Wowo Coupon sold in a given time period without deducting the amount claimed for refund during the same period. We consider this metric to be an important indicator of our growth and business performance as it measures our total transaction amount. Tracking gross billings also allows us to track changes in the percentage of gross billings that we are able to retain after payments to our merchants. Gross billings are not equivalent to revenues or any other financial metric presented in our consolidated financial statements.

        Subscribers.    We define subscribers as the total number of individuals that have registered online accounts at Wowo Tuan and are able to receive our group buying deal information through EDM, less individuals who have unsubscribed. To sign up for our service and become a subscriber, an individual provides an email address. We can measure our overall growth in the market as well as our potential revenue opportunity as a function of our total subscriber base. The subscriber base does not take into consideration the activity level of the subscriber with our service, nor does it adjust for multiple or unused accounts. Despite these drawbacks, we believe this metric provides valuable insight on the trajectory and scale of our business.

        Active subscribers.    We define active subscribers as unique subscribers who have purchased at least one Wowo Coupon during a referenced period. We consider this metric to be an important indicator of our business performance as it helps us to understand the activity level of our subscribers in a given period.

        Cumulative active subscribers.    We define cumulative active subscribers as the total number of unique subscribers who have purchased at least one Wowo Coupon from the inception of our business in March 2010 through a specific date. We consider this metric to be an important indicator of our business performance as it helps us to understand the purchase rate of our subscribers.

        Cumulative repeat active subscribers.    We define cumulative repeat active subscribers as unique subscribers who have purchased more than one Wowo Coupon from the inception of our business in March 2010 through a specified date. In light of our limited operating history, the vast majority of our subscribers registered and made their initial purchase of a Wowo Coupon within the past 12 months. Accordingly, this metric is currently difficult to evaluate. Over time, however, we expect this metric will be an indicator of our business performance as it will help us to understand the purchase activity of our subscribers.

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        Wowo Coupons sold.    This metric represents the total number of Wowo Coupons sold in a given time period, without deducting Wowo Coupons refunded during the same time period. We use this metric to measure our growth and activity level in the aggregate as well as in our individual markets.

        Gross billings per active subscriber.    This metric represents the average gross billings generated per active subscriber in a given time period. This metric is presented as the total gross billings generated in a given time period, divided by the number of active subscribers in such time period. Although this metric is difficult to evaluate in light of our rapid subscriber growth, we believe that this measure is an indicator of the revenue generating capacity of our active subscribers.

        Average Wowo Coupons sold per cumulative active subscriber.    This metric represents the average number of Wowo Coupons sold per cumulative active subscriber from the inception of our business in March 2010 through a specified date. This metric is presented as the total number of Wowo Coupons sold in a given time period, divided by the total number of cumulative active subscribers at the end of such period. We consider this metric to be an important indicator of our business performance as it helps us to understand the purchase rate of our subscribers.

Other Factors Affecting Our Results of Operations

        Besides our operating metrics that directly affect our revenues, there are a number of factors that affect our results of operations, including:

        Competitive pressure.    We operate in a highly competitive market. We compete with a number of other group buying service providers that have significant capital and human resources, as well as with major Chinese portal websites and social networking service operators which have also launched initiatives in direct competition with our business. The terms and conditions we offer our merchant clients are affected by our competitors' strategies, which as a result affects our cost of operation. Competition also has a direct effect on our ability to retain existing subscribers and attract new subscribers.

        Marketing expense.    We plan to engage in a variety of different marketing efforts tailored to our targeted subscribers to expand our subscriber base. Expenses incurred for marketing and other promotional efforts may have a negative impact on our profitability, if they prove to be ineffective and do not expand our subscriber base as intended.

        Continued growth of China's economy and the group buying industry in general.    We conduct all of our business and operations in China. Accordingly, our results of operations have been, and are expected to continue to be, affected by the general performance of China's economy. Since the inception of our business, we have benefited from overall economic growth in China. In addition, as a leading group buying service provider, our financial results have been, and are expected to continue to be, affected by the performance of the group buying industry in China.

Net Revenues

        We currently derive all of our net revenues from the sales of Wowo Coupons to our subscribers. Our net revenues primarily consist of the net amount we retain from the sale of Wowo Coupons after paying an agreed upon amount for redeemed Wowo Coupons to the featured merchant client. Our net revenues were US$504,142 for the year ended December 31, 2010 (predecessor), and US$212,833 and US$5.6 million for the nine months ended September 30, 2010 (predecessor) and 2011 (successor), respectively.

Cost of Revenues

        Our cost of revenues are direct and indirect cost incurred to generate revenues, and consists primarily of:

•

salaries and benefits to employees, which are salaries and benefits we pay to our editorial, logistic and operation staff;

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•

short message distribution fees, which are fees we pay for sending short text messages to subscribers' cell phones to acknowledge their Wowo Coupon purchases;

•

amortization of intangible assets, which is amortization expense of the domain names we acquire from local group buying service providers; and

•

online payment processing fees, which are processing fees we pay to Alipay in connection with our subscribers' online payments through Alipay to us.

Our cost of revenues was US$32,836 for the year ended December 31, 2010 (predecessor), and US$11,028 and US$3.1 million for the nine months ended September 30, 2010 (predecessor) and 2011 (successor), respectively.

Gross Profit

        As a result of the above, our gross profit was US$471,306 for the year ended December 31, 2010 (predecessor), and US$201,805 and US$2.5 million for the nine months ended September 30, 2010 (predecessor) and 2011 (successor), respectively.

Operating Expense

        The following table sets forth our operating expenses by amount and as a percentage of our net revenues for the periods indicated:

		For the years ended December 31,								For the nine months ended September 30,
		2009 (predecessor)				2010 (predecessor) (Restated)				2010 (predecessor)				2011 (successor)
		US$		%		US$		%		US$		%		US$		%
		(in thousands, except for percentages)
Operating Expenses
	Marketing		—		—		40		7.8		4		1.7		26,584		476
	Selling, general and administrative		0.8		N/A		448		88.9		137		64.3		41,246		738
Total operating expenses			0.8		N/A		488		96.7		141		66.0		67,830		1,214

        Our operating expenses consist of marketing expenses and selling, general and administrative expenses. Our total operating expenses were US$487,717 for the year ended December 31, 2010 (predecessor), representing 96.7% of the net revenues of the same period. Our total operating expenses were US$140,464 and US$67.8 million for the nine months ended September 30, 2010 (predecessor) and 2011 (successor), respectively, representing 66.0% and 12 times of the net revenues of the respective periods.

Marketing expenses

        Our marketing expenses primarily consist of expenses incurred in connection with advertisements and market promotion events.

        Our marketing expenses were US$39,508 for the years ended December 31, 2010 (predecessor), representing 7.8% of the net revenues of the same period. Our marketing expenses were US$3,521 and US$26.6 million for the nine months ended September 30, 2010 (predecessor) and 2011 (successor), respectively, representing 1.7% and 476% of the net revenues of the respective periods. Marketing expenses increased significantly during the nine months ended September 30, 2011 (successor) as we started to expand nationwide in April 2011 and invested heavily in offline advertisements to build our brand awareness among local merchants and online consumers in China.

        We have achieved our initial marketing objectives with over 6 million subscribers as of September 30, 2011 and became a leader in the group buying industry in China. As a result, we do not believe there is a need for significant offline advertisements and expect our marketing expense to

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decrease significantly going forward. We will continue to invest in online advertisements such as search engine marketing and social networks to acquire new subscribers, and advertise our offerings directly to subscribers through EDM. We believe such marketing expenses going forward will be significantly less when compared with the level of spending for offline advertisements in the nine months ended September 30, 2011.

Selling, general and administrative expenses

        Our selling, general and administrative expenses primarily consist of:

•

salaries and benefits for employees, which are the salaries and benefits for our management and general administrative staff;

•

share-based compensation to employees, which is the expenses incurred in connection with the grant of share options to our directors, officers and other employees pursuant to our share incentive plan; and

•

office expenses, which consist primarily of office rental, maintenance and utilities expenses, depreciation of office equipment and other office expenses.

        Our selling, general and administrative expenses were US$448,209 for the year ended December 31, 2010 (predecessor), representing 88.9% of the net revenues of the same period. Our selling, general and administrative expenses were US$136,943 and US$41.2 million for the nine months ended September 30, 2010 (predecessor) and 2011 (successor), respectively, representing 64.3% and 738% of the net revenues of the respective periods. The increase in our selling, general and administrative expenses was mainly due to the increase in salaries and benefits to employees and office expenses as a result of our expanding local operations from only a few cities in 2010 to 106 cities as of September 30, 2011. We started our nationwide expansion in April 2011, and increased our local operation coverage from about 30 cities in April 2011 to 106 cities as of September 30, 2011. When building a new local operational team in a city, we select our local sales team and merchant consultants through a trial process. For example, during the typical three months probation period for a new merchant consultant prospect pursuant to the employment agreement, we provide training and support while such merchant consultant prospect is required to meet certain goals, such as monthly gross billings generated per person. We keep the best talents through attrition. Because of this trial process, at one point we had over 6,300 employees and consequently there was a significant increase in selling, general and administrative expenses in the nine months ended September 30, 2011, respectively. As of November 5, 2011, we had 3,982 employees. As a result we expect our selling, general and administrative expenses to decrease significantly going forward.

Income Tax

        We are subject to PRC Enterprise Income Tax Law on taxable income in accordance with the relevant PRC income tax laws. Our income tax expense was US$40,471 in the year ended December 31, 2010 (predecessor). Our provision for income tax was US$31,531 for the nine months ended September 30, 2010 (predecessor). We recognized US$69,169 benefit for income tax for the nine months ended September 30, 2011 (successor) as a result of the changes of deferred tax liabilities recognized.

Loss from Operations

        We incurred net losses of US$57,178 and US$64.9 million for the year ended December 31, 2010 (predecessor) and for the nine months ended September 30, 2011 (successor), respectively. The losses were primarily due to the higher growth rate of our operating expenses compared with the growth rate of our net revenues in the early stage of our business. We made significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers in the nine months ended September 30, 2011. In addition, as we expanded our operation coverage from several major cities in 2010 to 106 cities in China as of September 30, 2011, we incurred significant incremental

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costs in salaries, rental and other related expenses. We believe going forward the growth rate of our net revenues will exceed the growth rate of our operating expenses as we expect to benefit from such initial investments which provided us with established brand recognition and operational synergy in our nation-wide network.

Critical Accounting Policies

        The preparation of financial statements of Wowo Limited and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our management has discussed the development, selection and disclosure of these estimates with our board of directors. Actual results may differ from these estimates under different assumptions or conditions. An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

        We believe that the following critical accounting policies are the most sensitive and require more significant estimates and assumptions used in the preparation of our consolidated financial statements.

        You should read the following descriptions of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Revenue Recognition

        We generate substantially all our revenues from the sales of Wowo Coupons.

        We present revenues on a net basis (representing the amount billed to subscribers less the amount paid to merchant clients). We act as an agent rather than as a principal in the delivery of the goods or services underlying the Wowo Coupons as we do not assume the risks and rewards of ownership of goods nor are we responsible for the actual provision of services. Both of these are the responsibilities of the merchant clients.

        We recognize revenues when all of the following criteria are met: (i) persuasive evidence of existence of an arrangement, which is typically at the point when we enter into cooperating agreements with merchant clients to sell Wowo Coupons and the price becomes fixed or determinable; (ii) collectability is reasonably assured, which occurs when subscribers remit payments to third party online payment service providers for Wowo Coupons purchased; and (iii) goods or services are provided.

        Our subscribers have the ability to claim for full refund for unredeemed Wowo Coupon within 20 days after expiration, therefore, the underlying sale from which we earn the related commission revenue as an agent is not culminated until our subscribers actually redeem their Wowo Coupons. Until such time, the proceeds received by us from selling the Wowo Coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the sale of a Wowo Coupon to the point of coupon redemption, we are also contractually obligated to provide, maintain and support an online coupon verification system which our merchant clients must use to validate the Wowo Coupon before goods or services are provided to our subscribers. We also provide ongoing customer service support to our merchant clients through the coupon redemption period. We have concluded these performance obligations to be a substantive and integral part of our service delivery process from which we earn our revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the Wowo Coupons by the subscribers for the delivery of goods or

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consumption of the services, at which time the underlying sale from which we earn our commission has been culminated and we have completed our service obligations to our merchants. Our remaining obligations to our merchants after coupon redemption by our subscribers are inconsequential.

        We adopt return and refund policy pursuant to which we offer a subscriber a refund when the subscriber redeems a Wowo Coupon if the subscriber is not satisfied with the goods or services provided as specified on such Wowo Coupon, and we offer a subscriber a refund on a Wowo Coupon within 20 days after expiration if the Wowo Coupon was not redeemed upon expiration. The merchant clients are contractually responsible and liable for the quality of the goods or services provided and we also hold the right to claim reimbursements from the merchant clients, therefore, the amounts of costs that we incurred as a result of such refunds have been minimal for the period presented.

        In the event we sell Wowo Coupons for a specific merchant to our subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and us in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. During the year ended December 31, 2010 and the nine months ended September 30, 2011, we re-characterized such cumulative shortfall of US$2,241 and US$1,264,223 to marketing expenses, respectively.

        We provide links to third-party websites or online applications on our websites and secure platform products. We charge our merchant clients a fixed fee for an agreed contract period. We recognize revenues ratably over the period the advertising is provided. We recognized revenue of US$46,926 for the nine months ended September 30, 2011.

Goodwill and Long-Lived Intangible Assets with definite life

        Goodwill represents the cost of an acquired business in excess of the fair value of identifiable tangible and intangible net assets purchased. We generally seek the assistance of independent valuation firm in determining the fair value of the identifiable tangible and intangible net assets of the acquired business.

        There are several methods that can be used to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income approach, cost approach and market approach. Income approach starts with a forecast of all of the expected future net cash flows associated with a particular intangible asset. These cash flows are then discounted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Cost approach is based upon the concept of replacement as an indicator of value. In the valuation of specific assets under the cost approach, value is being estimated based on the cost of reproducing or replacing the asset, less depreciation from functional obsolescence, and economic obsolescence, if present and measurable. In the market approach, information on recent sales of comparable assets are gathered and analyzed. If necessary, adjustments are then applied to these observations to recognize differences in characteristics between the subject assets and the comparable assets, so as to indicate a fair value for the subject asset.

        Some of the significant estimates and assumptions inherent in the income approach or other approaches include the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows and the assessment of the asset's economic life cycle and the competitive trends impacting the asset, including consideration of any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives.

        Specifically, the income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The financial projections used in deriving the fair values of intangible assets were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable

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to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts.

        Goodwill is tested for impairment at the latest once annually or more frequently if we believe indications of impairment exist. Impairment is tested using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. We currently have one reporting unit.

        If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit's goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being the discounted cash flow method. During the date of December 31, 2010, we did not realize any impairment loss on goodwill.

        The fair values of the intangible assets were estimated by us, with the assistance from an independent third-party appraiser. We are ultimately responsible for the determination of all amounts related to the intangible assets recorded in the financial statements.

        We can use several methods to determine the fair value of assets acquired and liabilities assumed. For intangible assets, we typically use the income method. This method starts with a forecast of the expected future net cash flows. We then discount these cash flows to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.

        Estimates and assumptions used in the income method or other methods include the amount and timing of projected future cash flows, the discount rate selected to measure the risks of future cash flows, the asset's life cycle and the competitive trends impacting the asset, including any technical, legal, regulatory or economic barriers to entry. Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets have different useful lives.

        Acquired intangible assets are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. In particular, Trade name/ Domain name acquired through the business acquisitions which will be used to redirect the users to the primary sites is amortized using the straight-line method over two years and the trade name/domain name acquired for the operation of the online group buying business are amortized using the straight-line method over ten years. Theoretically, the acquired domain name can be used indefinitely by renewing the registration with relevant authority upon expiry at immaterial costs. Therefore, its legal life would be indefinite. However, with a consideration of the fact that the group buying industry in China is relatively new with intense competition, the management, after taking into consideration the benefits expected to be generated from the Trade name/Domain name, has estimated a useful life of 2 years for the Trade name/ Domain name which will be used to redirect the users to the primary sites and a useful life of 10 years for trade/domain name of 55tuan.com and 55.com.

        We acquired user base that contains information about the users' name, contact information, order history and demographic information. As most of the users were attracted by lucky draw activities and had no stable order history, the economic life of the user base is estimated to be short, approximately 2 years. Operating system acquired is amortized using the straight-line method over three years based on the estimated technological life of the operating system.

        We amortize intangible assets with determinable useful lives on a straight-line basis. We evaluate intangible assets with determinable useful lives for recoverability whenever events or changes in

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circumstances indicate that their carrying amounts may not be recoverable. We measure recoverability of long-lived assets to be held and used as part of a cash generating unit by comparing the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If we believe the assets are impaired, the impairment will equal the amount by which the carrying value of the assets exceeds the fair value of the assets.

        Estimates of fair value involve a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Our judgments in determining an estimate of fair value can materially impact our results of operations. We base these valuations on information available as of the impairment review date and on expectations and assumptions that management deems reasonable. Any changes in key assumptions, including unanticipated events and circumstances, may affect the accuracy or validity of such estimates and could potentially result in impairment charges.

Income Taxes

        In preparing our consolidated financial statements, we must estimate our income taxes in each of the jurisdictions in which we operate. We estimate our actual tax exposure and assess temporary differences resulting from different treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which we include in our consolidated balance sheet. We must then assess the likelihood that we will recover our deferred tax assets from future taxable income. If we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or increase this allowance, we must include an expense within the tax provision in our statement of operations.

        Management must exercise significant judgment to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We base the valuation allowance on our estimates of taxable income in each jurisdiction in which we operate and the period over which our deferred tax assets will be recoverable. If actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish an additional valuation allowance, which could materially impact our financial position and results of operations.

        U.S. GAAP requires that the impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant tax authority. If we ultimately determine that the payment of these liabilities will be unnecessary, we reverse the liability and recognize a tax benefit during that period. Conversely, we record additional tax charges in a period in which we determine that a recorded tax liability is less than we expect the ultimate assessment to be. We did not recognize any significant unrecognized tax benefits during the periods presented in this prospectus.

Fair Value of Our Ordinary Shares and Share-Based Compensation

        We are a private company with no quoted market prices for our ordinary shares. We therefore needed to make estimates of the fair value of our ordinary shares at various dates for the purposes of determining the fair value of our ordinary shares at the date of the grant / re-measurement of share-based compensation award to our employees and non-employees as one of the inputs in determining the fair value of the award.

        The fair value of the ordinary shares and share-based compensation award granted to our employees and non-employees were estimated by us, with assistance from an independent third-party appraiser (the "Appraiser"). We are ultimately responsible for the determination of all amounts related to share-based compensation and the convertible instruments recorded in the financial statements.

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        The following table sets forth the fair value of our ordinary shares estimated at different dates in 2011:

Date	Class of shares	Fair value		Purpose of valuation	Type of valuation
February 1, 2011	Ordinary shares	US$	0.40	Share option grant	Retrospective
April 30, 2011	Ordinary shares	US$	0.55	Ordinary shares granted on April 30, 2011.	Retrospective
July 1, 2011	Ordinary shares	US$	0.75	Share options granted as of July 1, 2011 and July 25 2011; Re-measurement of non employee share options as of June 30, 2011.	Contemporaneous

        In determining the fair value of our ordinary shares, we have considered the guideline prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held Company Equity Securities Issued and Compensation, or the Practice Aid. Specifically, paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

        We used the Market Approach to derive the fair value of our ordinary shares as of February 1, 2011 by referring to an actual, arm's-length transaction on January 20, 2011 at which US$3 million of ordinary shares was issued to certain investors at a price of US$0.40 per share. As there was no material changes in either the operation of the Company or the external economic environment over the period between January 20, 2011 and February 1, 2011, our management believes that the value of our ordinary share as of February 1, 2011 would remain the same at US$0.40 per share.

        The Appraiser used the discounted cash flow, or DCF, method of the income approach to derive the fair value of our ordinary shares as of April 30, 2011 and July 1, 2011. We considered the market approach and searched for public companies located in China with similar business nature and in a stage of development similar to ours. However, no companies similar to us in many aspects could be identified, and we therefore only used the results obtained from the market approach as a sanity check on the results obtained from the income approach. The determination of the fair value of our ordinary shares required complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

        The major assumptions used in calculating the fair value of ordinary shares include:

•

Weighted average cost of capital, or WACC: The WACCs were determined based on a consideration of such factors as risk-free rate, comparative industry risk, equity risk premium, company size and company-specific factors. The changes in WACC from 28% as of April 30, 2011 to 24% as of July 1, 2011 was primarily due to our business growth and additional funding from the Series A-2 preferred shares for accelerating our development.

In deriving the WACCs, which are used as the discount rates under the income approach, certain publicly traded companies in the online commerce and travel service agency business were selected for reference as our guideline companies. To reflect the operating environment in China and the general sentiment in the U.S. capital markets towards the online commerce industries, the guideline companies were selected with consideration of the following factors: (i) the guideline companies should be online services provider; and (ii) the guideline companies should either have their principal operations in China, as we operate in China, and/or are publicly listed companies in the U.S., as we plan to become a public company in the U.S.

•

Discount for lack of marketability, or DLOM: When determining the DLOM, the option-pricing method (put option) was applied to quantify the DLOM where applicable. Although it is reasonable to expect that the completion of this offering will add value to our ordinary shares

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because we will have increased liquidity and marketability as a result of this offering, the amount of additional value can be measured with neither precision nor certainty. The DLOMs were estimated to be 11.5% as of April 30, 2011 and 11% as of July 1, 2011. The lower DLOM is used for the valuation, the higher is the determined fair value of the ordinary shares.

        The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts developed by us. The assumptions used in deriving the fair values were consistent with our business plan. However, these assumptions were inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts. The risk associated with achieving our forecasts were assessed in selecting the appropriate discount rates, which ranged from 28% to 24%.

        The fair value of our ordinary shares increased from US$0.40 per ordinary share as of January 20, and February 1, 2011 to US$0.55 per ordinary share as of April 30, 2011 primarily due to the following reasons:

•

on April 3, 2011, we obtained US$5 million from certain investors for business expansion;

•

during the period from January 31, 2011 to April 30, 2011, we expanded our business to other cities by acquiring 17 businesses engaging in online group buying business. The number of our subscribers of 55tuan.com increased from approximately 0.4 million as of year ended December 31, 2010 to approximately 0.9 million as of the three months ended March 31, 2011.

        The fair value of our ordinary shares increased from US$0.55 per share as of April 30, 2011 to US$0.75 per share as of July 2011, primarily due to the following reasons:

•

during the period between April 30, 2011 and July 2011, we obtained US$50 million from certain investors. This provided additional funding needed for our rapid expansion;

•

during the period from March 31, 2011 to June 30, 2011, the number of our subscribers of 55tuan.com increased from approximately 0.9 million to approximately 2.8 million. In addition, our actual performance in the first half of 2011 has proven the viability of the Company's business strategy and execution capability. The increase of user number and the actual performance in the first half of 2011 reduce the perceived risk of realizing the financial forecast going forward and thus, the discount rate used for valuation of the company's shares decreased from 28% for the valuation as of April 30, 2011 to 24% for the valuation as of July 1, 2011;

•

due to the increased marketability of our common equity as a result of this pending offering, DLOM decreased from 11.5% for the valuation as of April 30, 2011 to 11% for the valuation as of July 1, 2011.

        Our share-based compensation with employees are measured based on the grant date fair value of the equity instrument we issued and recognized as compensation expense over the requisite service period based on the straight-line method, with a corresponding impact reflected in additional paid-in capital. Share awards issued to non-employees, such as consultants, are measured at fair value at the earlier of the commitment date or the date the service is completed and recognized over the period the service is provided.

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        The following table sets forth certain information regarding the share options granted to our employees and non employees at different dates in 2011:

Grant/Re-measurement date	Type of award	Number of award		Exercise price		Fair value of ordinary share			Intrinsic value		Type of valuation
February 1, 2011	Employee share option		13,674,170	US$	0.40	US$	0.40			—	Retrospective
February 1, 2011	Employee share option		1,300,000	US$	0.00	US$	0.40		US$	0.40	Retrospective
February 1, 2011	Non-employee share option		4,000	US$	0.40	US$	0.40			—	Retrospective
April 30, 2011	Ordinary shares to directors and executives		3,334,203		—	US$	0.55		US$	0.55	Retrospective
June 30, 2011 Re-measurement	Non-employee share option		4,000	US$	0.40	US$	0.75		US$	0.35	Contemporaneous
July 1, 2011	Employee share option		7,062,600	US$	1.00	US$	0.75			—	Contemporaneous
July 25, 2011	Employee share option		7,849,144	US$	1.00	US$	0.75	*		—	Contemporaneous

*

The fair value as of July 1, 2011 was applied to estimate the fair value of options as of July 25, 2011 because there are no material changes in our business operation over the period from July 1, 2011 to July 25, 2011.

        In determining the value of share options to employees, we have used the Binomial option-pricing model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including risk-free interest rate, the contractual life of the options, the expected dividends on the underlying ordinary shares, the expected volatility of the price of the underlying shares for the contractual life of the options, the post-vesting forfeiture rate and the expected exercise multiple are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expense we recognize in our consolidated financial statements.

        In determining the value of ordinary shares to directors and executives, we have considered the fair value of the ordinary share and the expected dividend paid-out ratio. Because we have no plan to pay dividend, the fair value of the share granted to directors and executives is the fair value of the ordinary share.

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        In determining the value of share options to non-employees, we have used the Black-Scholes option model, with assistance from the Appraiser. Under this option pricing model, certain assumptions, including the risk-free interest rate, the expected term of the options, the expected dividends on the underlying ordinary shares, and the expected volatility of the price of the underlying shares over the expected term of the options are required in order to determine the fair value of our options. Changes in these assumptions could significantly affect the fair value of share options and hence the amount of compensation expenses we recognize in our consolidated financial statements.

        The key assumptions used in valuation of the employee share options are summarized in the following table:

	Grants on February 1, 2011		Grants on July 1, 2011		Grants on July 25, 2011
Risk-free rate of return(1)		2.28%		2.38%		2.22%
Contractual life of the options(2)		5.0 years		5.0 years		5.0 years
Volatility(3)		51%		52%		51%
Expected dividend yield(4)		0%		0%		0%
Post-vesting forfeiture rate(5)		4.5% / 0%		5.0% / 0%		5.0%
Exercise multiple(6)		2x / 3x		2x / 3x		2x

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

(2)

The contractual life of the options is based on the option grant letter.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the contractual life of the options.

(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

(5)

The post vesting forfeiture rate was based on our historical statistical data. 4.5% and 5.0% was applied to options granted to general staff as of different valuation dates. 0% was applied to options granted to executive management with expectation that the executive management will not quit from the company over the contractual life of the options.

(6)

Exercise multiple is the ratio of fair value of share over the exercise price at the time which the option will be exercised, estimated based on a consideration of research study regarding exercise pattern from historical statistical data. A multiple of three was used for the executive management and a multiple of two was used for general staff.

        The key assumptions used in valuation of the non-employee stock options are summarized in the following table:

	Grants on February 1, 2011		Re-measurement on June 30, 2011
Risk-free rate of return(1)		1.89%		1.66%
Expected term of the options(2)		4.0 years		3.59 years
Volatility(3)		53%		53%
Expected dividend yield(4)		0%		0%

(1)

The risk-free rate of return is based on the yield curve of USD China Sovereign Bonds as of the valuation dates as extracted from Bloomberg.

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(2)

The expected term of the options is based on the service life / contractual life of the options.

(3)

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed guideline companies over a period comparable to the service life / contractual life of the options.

(4)

We estimate the dividend yield based on our expected dividend policy over the expected term of the options.

Limited Operating History

        We began our current business operations in March 2010 and, accordingly, we have a very limited operating history upon which you can evaluate the viability and sustainability of our business. It may also be difficult to evaluate the viability of our group buying services as a business model because we may not have sufficient experience to address the risks frequently encountered by early stage companies using new business models and entering new and rapidly evolving markets. In addition, certain of our senior management and employees have worked with us for only a relatively short period of time. Our future results and performance are likely to depend on the success of our group buying services, as well as other services we may launch and that remain untested, and on the synergies that may develop among our senior management in implementing our business model.

Internal Control over Financial Reporting

        Prior to this offering, we were a private company and had limited accounting personnel and other resources with which to address our internal control over financial reporting. We and our independent registered public accounting firm, in connection with the preparation and external audit of the consolidated financial statements of Wowo Limited for the fiscal years ended December 31, 2009 and 2010 (predecessor), identified three material weaknesses and three significant deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

        The material weaknesses identified related to (i) lack of accounting personnel with appropriate knowledge of U.S. GAAP; (ii) lack of comprehensive accounting policies and a procedures manual in accordance with U.S. GAAP and (iii) lack of risk assessment documentation. The significant deficiencies identified related to (i) inadequate data management of the group buying management system, or GBM; (ii) insufficient capacity of the GBM system to track sales return information; and (iii) lack of management approval procedures for allocating account access privileges. Because of these identified material weaknesses, our finance team has spent additional time and efforts in reviewing our annual and interim financial information to ensure the transactions are recorded and disclosed properly in accordance with U.S. GAAP.

        Following the identification of these material weaknesses and significant deficiencies, we have begun taking measures and plan to continue to take measures to remedy these weaknesses and deficiencies. We have (i) hired a financial controller and a vice financial controller in 2011 and will continue to hire more U.S. GAAP experienced personnel and to set up the U.S. GAAP reporting team in near future to strengthen the resources in preparing the financial statements under U.S. GAAP, (ii) hired a tax director who focuses on the tax planning and compliance, (iii) improved the GBM system in early 2011, (iv) established a formal plan to adopt an Online Sales Return System by the end

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of July 2011, (v) established formal policies on approval and review of account applications and account access, (vi) hired an internal control director who will work on the requirement of section 404 of the Sarbanes-Oxley Act of 2002, (vii) prepared a comprehensive accounting manual in accordance with US GAAP and will conduct training for the relevant personnel; and (viii) prepared the risk assessment documentation and performed the formal evaluation process for evaluating related risks based on such documentation. We are also in the process of strengthening the US GAAP reporting team by hiring more experienced personnel.

        Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2012. See "Risk Factors—Risks Relating to Our Business and Industry—During the course of the audit of our financial statements, we and our independent registered public accounting firm identified three material weaknesses and three significant deficiencies in our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP may be materially and adversely affected. In addition, investor confidence in us and the market price of our ADSs may decline significantly if we or our independent registered public accounting firm conclude that our internal control over financial reporting is not effective".

Results of Operations

        The following table presents selected financial data from consolidated statements of operations of Wowo Limited for the periods indicated. Our limited operating history makes it difficult to predict future operating results. We believe that period-to-period comparisons of results of operations should not be relied upon as indicative of our future performance.

		For the year ended December 31,						Nine months ended September 30,
		2009 (predecessor)			2010 (predecessor) (Restated)			2010 (predecessor)		2011 (successor)
		(US$ in thousands except per share data)
Consolidated statements of operations data
Net revenues			—			504			213		5,586
Cost of revenues			—			33			11		3,054
Gross profit			—			471			202		2,532
Other operating income			0.7			—			—		—
Operating expenses:
	Marketing		—			40			4		26,584
	Selling, general and administrative		0.8			448			137		41,246
Total operating expenses			0.8			488			141		67,830
Income/(loss) from operations			—			(17	)		61		(65,298	)
Interest income			—			—			—		29
Interest expense			—			—			—		(73	)
Other income, net			—			—			—		340
Income/(loss) before provision for income tax			(0.1	)		(17	)		61		(65,002	)
Provision for income tax expenses/(benefits)			—			40			31		(69	)
Net income/(loss)			(0.1	)		(57	)		30		(64,933	)

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Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

Net revenues

        We commenced our current business operation in March 2010 and had minimal operations prior to that. Our net revenues increased significantly from US$212,833 for the nine months ended September 30, 2010 (predecessor) to US$5.6 million for the nine months ended September 30, 2011 (successor), primarily due to the increase in the number of Wowo Coupons sold to our subscribers, which was partially attributable to the expansion of our business through our acquisition of local group buying service providers in 2011.

Cost of revenues

        Our cost of revenues increased significantly from US$11,028 for the nine months ended September 30, 2010 (predecessor) to US$3.1 million for the nine months ended September 30, 2011 (successor). The increase was consistent with the increase in the sales of Wowo Coupons to our subscribers and primarily due to:

•

an increase in salaries and benefits for editors and operational staff from US$4,886 for the nine months ended September 30, 2010 (predecessor) to US$1.2 million for the nine months ended September 30, 2011 (successor);

•

an increase in short messages fees from US$886 for the nine months ended September 30, 2010 (predecessor) to US$455,999 for the nine months ended September 30, 2011 (successor);

•

an increase in amortization of intangible assets from nil for the nine months ended September 30, 2010 (predecessor) to US$442,629 for the nine months ended September 30, 2011 (successor); and

•

an increase in online payment processing fees from US$45 for the nine months ended September 30, 2010 (predecessor) to US$354,875 for the nine months ended September 30, 2011 (successor).

Operating expenses

        Our total operating expenses increased significantly from US$140,464 for the nine months ended September 30, 2010 (predecessor) to US$67.8 million for the nine months ended September 30, 2011 (successor). The increase was primarily due to increases in marketing expenses, and selling, general and administrative expenses.

        Marketing expenses.    Our marketing expenses increased significantly from US$3,521 for the nine months ended September 30, 2010 (predecessor) to US$26.6 million for the nine months ended September 30, 2011 (successor), primarily due to an increase in the marketing and promotion expenses from US$3,128 for the nine months ended September 30, 2010 (predecessor) to US$23.3 million for the nine months ended September 30, 2011 (successor).

        Selling, general and administrative expenses.    Our selling, general and administrative expenses increased significantly from US$136,943 for the nine months ended September 30, 2010 (predecessor) to US$41.2 million for the nine months ended September 30, 2011 (successor), primarily due to

•

an increase in salaries and benefits for administrative staff from US$98,908 for the nine months ended September 30, 2010 (predecessor) to US$27.2 million for the nine months ended September 30, 2011 (successor);

•

an increase in share-based compensation expenses from nil for the nine months ended September 30, 2010 (predecessor) to US$3.8 million for the nine months ended September 30, 2011 (successor); and

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•

an increase in office expenses from US$9,870 for the nine months ended September 30, 2010 (predecessor) to US$1.7 million for the nine months ended September 30, 2011 (successor).

Income tax

        Our provision for income tax was US$31,531 for the nine months ended September 30, 2010 (predecessor) and benefit for income tax was US$69,169 for the nine months ended September 30, 2011 (successor) as a result of the changes of deferred tax liabilities recognized.

Net income (loss)

        As a result of the foregoing, we had net income of US$29,810 for the nine months ended September 30, 2010 (predecessor) and incurred net losses of US$64.9 million for the nine months ended September 30, 2011 (successor).

Year ended December 31, 2010 compared to year ended December 31, 2009

Net revenues

        We commenced our current business operation in March 2010 and had minimal operations prior to that. We had net revenues of US$504,142 in 2010 (predecessor). All of the net revenues in 2010 were attributable to the sales of Wowo Coupons to our subscribers.

Cost of revenues

        Our cost of revenues was nil in 2009 (predecessor) as we commenced operations in March 2010 and had minimal operations prior to that. Our cost of revenues was US$32,836 in 2010 (predecessor).

Operating expenses

        Our total operating expenses were US$758 in 2009 (predecessor), before we commenced our current operations. Our total operating expenses were US$487,717 in 2010 (predecessor), representing 96.7% of the net revenue for the same period. Our operating expenses in 2010 primarily consisted of:

•

marketing expenses of US$39,508, representing 7.8% of the net revenues of the same period; and

•

selling, general and administrative expenses of US$448,209, representing 88.9% of the net revenues of the same period.

Income tax

        Our provision for income tax was US$40,471 in 2010 (predecessor), as we generated taxable income in the PRC.

Net loss

        As a result of the foregoing, we incurred net loss of US$57,178 for the year ended December 31, 2010 (predecessor).

Acquisitions

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 16 local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling interests. During the same period, Beijing Wowo Tuan also acquired five local group buying service providers in second- and third-tier cities in China.

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        For a new company jointly established with a local group buying service provider, Beijing Wowo Tuan typically agrees to form the new entity first and then transfer 49% of the equity interest of the new entity to the selling shareholders and the key employees of the local group buying businesses, as consideration for their employment with such new entity as executives for a certain number of years after the respective date of acquisition. During the term of their employment, those shares transferred to such selling shareholders and key employees are restricted from transfer to third parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders and key employees terminate their employment during the agreed employment period. We subsequently entered into supplemental agreements with all but three of the local group buying service providers namely, Jilin Meimeituan, Ningbo Tangtuan and Fuzhou Baiketuan, to grant share options or pay compensations to the selling shareholders and the key employees, subject to the satisfaction of certain conditions as specified in the supplemental agreements, instead of transferring 49% equity interest of the new entity. The table below sets forth certain information regarding such 16 acquisitions we made since December 31, 2010:

Name of acquisition target	Date of Acquisition	City of Operations	Consideration (US$)		Name of the newly formed entity	Percentage of Equity Interest Held by Beijing Wowo Tuan(1)
Shenyang 19tuan	December 31, 2010	Shengyang, Liaoning		303,030	Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		100	%
Jinan 0531tuan	December 31, 2010	Jinan, Shandong		151,515	Jinan Wuzhiwu Information Technology Co., Ltd.		100	%
Shijiazhuang Letuaner	January 2011	Shijiazhuang, Hebei		75,758	Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		100	%
Changzhou Bangketuan	January 2011	Changzhou, Jiangsu		75,758	Changzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Hunan Tuankela	January 2011	Changsha, Hunan		374,242	Hunan Wowo Tuan Information Technology Co., Ltd.		100	%(2)
Wuxi Yuzhong	February 2011	Wuxi, Jiangsu		757,576	Wuxi Yuzhong Internet Technology Co., Ltd.		100	%
Shenzhen Xunjie	March 2011	Shenzhen, Guangzhou		454,545	Shenzhen Xunjie Time Media Co., Ltd.		100	%(2)
Shanghai Yinqing	March 2011	Shanghai		403,030	Shanghai Yinqing Advertising Co, Ltd.		100	%
Shaoxing Tongchenggou	March 2011	Shaoxing, Zhejiang		75,758	Shaoxing Wowo Tuan Information Technology Co., Ltd.		100	%
Quanzhou Yiwantuan	April 2011	Quanzhou, Fujian		151,515	Quanzhou Wowo Tuan Information Technology Co., Ltd.		100	%
Jilin Meimeituan	April 2011	Jilin, Jilin		151,515	Jilin Wowo Tuan Information Technology Co., Ltd.		100	%(3)
Langfang Wodetuan	April 2011	Langfang, Hebei		75,758	Langfang Wowo Tuan Internet Technology Co., Ltd.		100	%
Xiamen Shantuan	April 2011	Xiamen, Fujian		303,030	Xiamen Wowo Tuan Information Technology Co., Ltd.		100	%
Ningbo Tangtuan	April 2011	Ningbo, Zhejiang		303,030	Ningbo Wowo Tuan Information Technology Co., Ltd.		100	%(3)
Fuzhou Baiketuan	April 2011	Fuzhou, Fujian		45,455	—		100	%(4)
Chengdu Beiguo	April 2011	Chengdu, Sichuan		424,242	Chengdu Beiguo Technology Co., Ltd.		100	%(5)

(1)

Reflects the percentage of equity interest held by Beijng Wowo Tuan as of September 30, 2011, except as otherwise indicated.

(2)

We are in the process of registering the equity interest held by Beijing Wowo Tuan in the entity from 51% to 100% with local industry and commerce authorities.

(3)

Beijing Wowo Tuan formed the entity and will transfer 49% equity interest of such entity to the original selling shareholders and the key employees of the acquired local group buying businesses. Beijing Wowo Tuan will hold 51% equity interest after the aforementioned transfer is completed.

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(4)

The entity is in the process of being formed and the percentage reflects the percentage of equity interest to be held by Beijing Wowo Tuan after the formation of such entity, and Beijing Wowo Tuan should transfer 49% equity interest in the new entity to the original selling shareholders and the key employees.

(5)

In November 2011, we entered into a share transfer agreement with the original selling shareholders to transfer all of our equity interest held in Chengdu Beiguo Technology Co. Ltd. to the original selling shareholders. The relevent alteration registration with local industry and commerce authority is under process.

        We also acquired five local group buying businesses which we turned into branch offices of Beijing Wowo Tuan. The table below sets forth certain information regarding such five acquisitions of businesses we made since December 31, 2010:

Name of seller	Date of Purchase	City of Operations	Consideration (US$)
Shijiazhuang Jutuaner	February 2011	Shijiazhuang, Hebei		121,212
Hangzhou Zuituan	February 2011	Hangzhou, Zhejiang		80,303	(1)
Hangzhou 54 Tuanzhang	April 2011	Hangzhou, Zhejiang		303,030
Changzhou Jingcaituan	April 2011	Changzhou, Jiangsu		818,182
Guilin Haoletuan	April 2011	Guilin, Guangxi		44,318

(1)

Consideration is determined based on the future performance of the acquired business.

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Selected Quarterly Results of Operations

        The following table sets forth our unaudited condensed consolidated quarterly results of operations for each of the seven quarters in the period from January 1, 2010 to September 30, 2011. You should read the following table in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. We have prepared the unaudited condensed consolidated quarterly financial information on the same basis as our audited consolidated financial statements. The unaudited condensed consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our operating results for the quarters presented.

		For the Three Months Ended
		March 31, 2010			June 30, 2010		September 30, 2010		December 31, 2010			March 31, 2011			June 30, 2011			September 30, 2011
		(US$ in thousands)
Net revenues			3			38		171		291			426			1,712			3,448
Cost of revenues			—			—		11		22			231			944			1,879
Gross profit			3			38		160		269			195			768			1,569
Operating expenses:
	Marketing		—			—		3		36			1,081			12,484			13,019
	Selling, general and administrative		4			10		123		311			2,465			15,518			23,264
Total operating expenses			4			10		126		347			3,546			28,002			36,283
(Loss)/income from operations			(1	)		28		34		(78	)		(3,351	)		(27,234	)		(34,714	)
Interest income			—			—		—		—			—			—			29
Interest expense			—			—		—		—			—			—			(73	)
Other income, net			—			—		—		—			—			—			340
(Loss)/income before provision for income tax			(1	)		28		34		(78	)		(3,351	)		(27,234	)		(34,418	)
Provision for income tax expenses/(benefits)			—			8		23		9			(27	)		(13	)		(30	)
Net (loss)/income			(1	)		20		11		(87	)		(3,324	)		(27,221	)		(34,388	)
Less: Net loss attributable to noncontrolling interests			—			—		—		—			(83	)		(340	)		—
Net (loss)/income attributable to Wowo Limited			(1	)		20		11		(87	)		(3,241	)		(26,881	)		(34,388	)

        Our revenues increased rapidly in the seven-quarter period from US$3,000 in the first quarter of 2010 to US$3.4 million in the third quarter of 2011, primarily as a result of the increase in the number of Wowo Coupons sold from 246 in the first quarter of 2010 to approximately 5.7 million in the third quarter of 2011, the increase in the number of active subscribers from 98 in the first quarter of 2010 to approximately 2.9 million in the third quarter of 2011. Our cost of revenues increased over the seven-quarter period consistently with the growth in revenues.

        Our total operating expenses increased significantly over the seven-quarter period. Our marketing expenses increased significantly from nil in the first quarter of 2010 to US$13.0 million in the third quarter of 2011, primarily due to increased marketing spending for brand and business promotion. Our selling, general and administrative expenses increased significantly from US$4,000 in the first quarter of 2010 to US$23.3 million in the third quarter of 2011, primarily due to salaries and benefits we paid to our employees as a result of the growth and expansion of our business.

        In the future, our quarterly results of operations may be affected by seasonal trends caused by subscriber behavior, payments negotiated with merchant clients and demand for our group buying deal

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offerings. We expect our sales to be lower during calendar quarters with more weekends and longer and more frequent holiday periods in China, such as the New Year and Spring Festival holidays, which generally fall in the first quarter, the May holidays and the October holidays. Other factors that may cause our quarterly operating results to fluctuate include, among others, changes in general economic conditions in China, changes in the competitive landscape, and the impact of unforeseen events, such as changes in industry policies of local governments or the PRC central government.

Liquidity and Capital Resources

        As of December 31, 2010 and September 30, 2011, we had US$180,899 and US$17.4 million in cash and cash equivalents, respectively. We generated positive cash flow from operations in the amount of US$612,147 for the year ended December 31, 2010 (predecessor). We used this cash flow to fund our operations and meet our other cash operating needs. Net cash used in operating activities was US$1,012, and US$36.9 million for the year ended December 31, 2009 (predecessor) and the nine months ended September 30, 2011 (successor), respectively.

        We had a deficiency of net current liabilities of approximately US$6.3 million as of September 30, 2011 and experienced a net loss of approximately US$64.9 million for the nine-month period ended September 30, 2011. However, as we have completed our merchant-oriented offline brand-building advertising program in August 2011, our marketing expenses have since reduced significantly. As our subscriber base continues to accumulate, we will focus our marketing program more through EDM to our subscribers rather than spending on third-party media. The cost of EDM to our subscribers is much lower as compared to third party media. In addition, between April 2011 and September 2011, we expanded our local operations to more than 70 new cities. During the process, we hired a large number of local merchant consultants, local editorial staff and customer service representatives and only kept those whose performances reached the agreed upon goals pursuant to their employment agreements during their probation periods. As some merchant consultants and other employees did not meet the performance goals, and due to normal turnovers, the total number of employees has recently been reduced significantly. We had 3,982 employees as of November 5, 2011. As the majority of our selling, general and administrative cost is related to salaries and benefits to employees, we expect our selling, general and administrative expenses to reduce significantly going forward. Most importantly, as our brand awareness and subscriber base continue to grow, our monthly gross billings and gross billing margin are both improving in recent months, which generates more cash flow operations.

        We believe that our current cash balance, anticipated cash flow from operations, and the net proceeds we expect to receive from this offering will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months or until we generate positive net cash from operating activities. See "Use of Proceeds." We may require additional cash due to changing business conditions or other future developments, including any investments we may decide to pursue. If our existing cash balance is insufficient to meet our requirements, we may seek to sell additional equity securities or debt securities or borrow from lending institutions. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

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        The following table sets forth a summary of our cash flows for the periods indicated:

	For the year ended December 31,						For the nine months ended September 30,
	2009 (predecessor)			2010 (predecessor) (Restated)			2010 (predecessor) (Restated)			2011 (Successor)
	(US$ in thousands)
Net cash provided by (used in) operating activities		(1	)		612			20			(36,901	)
Net cash used in investing activities		—			(139	)		(41	)		(19,652	)
Net cash provided by (used in) financing activities		2			(300	)		90			73,576
Effect of exchange rate changes		—			3			2			170
Cash at the beginning of the period		4			5			5			181
Cash at the end of the period		5			181			76			17,374

Net cash provided by (used in) operating activities

        Net cash used in operating activities was US$36.9 million for the nine months ended September 30, 2011 (successor), which primarily consisted of accrued expenses and other current liabilities of US$16.5 million, proceeds received in connection with unredeemed coupons of US$15.3 million attributable to the payment received by us for unredeemed coupons, accounts payable of US$8.1 million attributable to obligations to our merchant clients as a result of our operations, and share-based compensation of US$3.9 million, offset by prepaid expenses and other current assets of US$16.4 million and a net loss for operation of US$64.9 million.

        Net cash provided by operating activities was US$612,147 for the year ended December 31, 2010 (predecessor), which primarily consisted of an account payable of US$480,534 attributable to obligations to our merchant clients as a result of our operations and accrued expenses and other current liabilities of US$293,220 primarily attributable to unpaid salary and welfare, partially offset by accounts receivable of US$102,821 representing payments receivable from third-party payment processors, and a net loss from operation of US$57,178.

        Net cash used in operating activities was US$1,012 for the year ended December 31, 2009 (predecessor).

Net cash used in investing activities

        Net cash used in investing activities was US$19.7 million for the nine months ended September 30, 2011 (successor), which primarily consisted of restricted cash of US$7.5 million, purchase of property and equipment of US$6.4 million, and cash payments of acquisitions of businesses of US$3.7 million.

        Net cash used in investing activities for the year ended December 31, 2010 (predecessor) was US$138,861, consisting primarily of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455.

        We did not use any cash in investing activities in the year ended December 31, 2009.

Net cash provided by (used in) financing activities

        Net cash provided by financing activities was US$73.6 million for the nine months ended September 30, 2011 (successor), which primarily consisted of proceeds from issuance of Series A-2 convertible redeemable preferred shares of US$49.6 million, and proceeds from issuance of ordinary shares of US$11.0 million.

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        Net cash used in financing activities for the year ended December 31, 2010 (predecessor) was US$300,297, which primarily consisted of an advance to a related party of US$446,882, and was partially offset by an advance for a planned capital injection of US$145,974.

        Net cash provided by financing activities in the year ended December 31, 2009 (predecessor) was US$1,683.

        We estimate that we will receive net proceeds of approximately US$             million from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$            per ADS. Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in a decrease of RMB             million (US$             million) of the net proceeds from this offering. Conversely, a 10% depreciation of the RMB against the U.S. dollar, from a rate of RMB            to US$1.00 to a rate of RMB            to US$1.00, will result in an increase of RMB             million (US$ million) of the net proceeds from this offering.

Capital Expenditures

        We made capital expenditure of US$12.4 million for the nine months ended September 30, 2011 (successor), which primarily consisted of the purchase of property and equipment for US$6.4 million purchase of intangible assets, for US$2.3 million and payments for acquisitions of businesses for US$3.7 million. We made capital expenditures of US$138,861 for the year ended December 31, 2010 (predecessor), which primarily consisted of the purchase of property and equipment for US$93,406 and prepayments for the acquisition of business for US$45,455. We did not make any capital expenditures for the year ended December 31, 2009 (predecessor). We expect our capital expenditures for the remaining three months in 2011 to primarily consist of acquisition of property and equipment.

Contractual Obligations

        We have entered into operating lease agreements primarily for our office spaces in China. These leases will expire in the end of 2011 and are renewable by negotiation. We entered into two acquisition agreements as of December 31, 2010 for Shijiazhuang Letuaner and Changzhou Bangketuan, which acquisitions were completed in 2011. The following table sets forth our contractual obligations and commercial commitments as of December 31, 2010:

	Payments Due by Period
	Total		2011		2012-2013		2014-2015		2016 and thereafter
	(US$)
Operating lease agreements		51,493		51,493		—		—		—
Consideration for business acquisition		151,515		151,515		—		—		—
Total		203,008		203,008		—		—		—

Holding Company Structure

        We are a holding company with no material operations of our own. We conduct our operations primarily through our wholly owned subsidiary in China, Wowo Shi Jie, and our consolidated affiliated entities in China. Under PRC law, Wowo Shi Jie and each of our consolidated affiliated entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends

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except in the event of liquidation. Wowo Shi Jie is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

        After the 13 subsidiaries of Beijing Wowo Tuan make appropriations for their respective statutory reserves and retain any profits, each of their remaining net profits are distributable to Beijing Wowo Tuan, in the form of an RMB dividend. Pursuant to the contractual arrangements between Wowo Shi Jie and Beijing Wowo Tuan, Beijing Wowo Tuan's earnings and cash (including dividends received from its subsidiaries) are used to pay service and license fees in RMB to Wowo Shi Jie, in the manner and amount set forth in these agreements. After paying the withholding taxes applicable to Wowo Shi Jie's revenue and earnings, making appropriations for its statutory reserve requirement and retaining any profits from accumulated profits, the remaining net profits of Wowo Shi Jie would be available for distribution to its sole shareholder, Wowo Holding Limited, and from Wowo Holding Limited to us, although we have not, and do not have any present plan to make such distributions. As of            , the net assets of Wowo Shi Jie and our consolidated affiliated entities which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, was in aggregate US$             million, and the net assets of Wowo Shi Jie and our consolidated affiliated entities which were unrestricted and thus available for distribution was in aggregate US$             million. We do not believe that these restrictions on the distribution of our net assets will have a significant impact on our ability to timely meet our financial obligations in the future.

Off-Balance Sheet Commitments and Arrangements

        We do not currently have any outstanding off-balance sheet arrangements or commitments. We have no plans to enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or commitments.

Inflation

        Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the annual average percentage changes in the consumer price index in China for 2009 and 2010 were of -0.7% and of +3.3%, respectively. The year-over-year percentage changes in the consumer price index for January 2009, 2010 and 2011 were increases of +1.0%, +1.5% and +4.9%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

        Currently all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge our exposure to such risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the RMB because the value of our business is effectively denominated in RMB, while the ADSs will be traded in U.S. dollars.

        The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of RMB into foreign currencies, including U.S. dollars, has been based on rates set by the People's Bank of China. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar. Under the revised policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy resulted in a more than 20% appreciation of the RMB against the U.S. dollar in the following three years. Since

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July 2008, however, the RMB has traded within a narrow range against the U.S. dollar. As a consequence, the RMB has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 20, 2010, the People's Bank of China announced that the PRC government would further reform the RMB exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the RMB exchange rate. To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us.

Interest Risk

        Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank accounts. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

Recent Accounting Pronouncements

        In June 2011, the Financial Accounting Standards Board, or FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of this pronouncement to will have a significant effect on our financial position, results of operations or cash flow.

        In September 2011, the FASB issued an authoritative pronouncement related to testing goodwill for impairment. The guidance is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. The pronouncement permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of this pronouncement will have a significant effect on our financial position, results of operations or cash flow.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

        The following unaudited pro forma condensed consolidated financial information for the year ended December 31, 2010 is derived from the audited financial statements of (1) Wowo Limited for the year ended December 31, 2010; (2) Shenyang 19tuan for the period from June 12, 2010 (business commencement date) to December 30, 2010; (3) Jinan 0531tuan for the period from August 6, 2010 (inception date) to December 30, 2010; (4) Shijiazhuang Chuanglian Technology Co., Ltd. for the year ended December 31, 2010; (5) Changzhou Bangketuan for the year ended December 31, 2010; (6) Wuxi Yuzhong Internet Technology Co., Ltd. for the year ended December 31, 2010; (7) Shenzhen Xunjie Times Media Co., Ltd. for the period from May 5, 2010 (inception date) to December 31, 2010; (8) Fuzhou Baiketuan for the year ended December 31, 2010; (9) Chengdu Beiguo Technology Co., Ltd. for the period from August 20, 2010 (inception date) to December 31, 2010; (10) Shanghai Yinqing Advertising Co., Ltd. for year ended December 31, 2010; (11) Beijing Kaiyishidai Network Technology Co., Ltd. for the period from September 27, 2010 (inception date) to December 31, 2010; (12) Xiamen Shantuan for the period from May 17, 2010 (inception date) to December 31, 2010; (13) Changzhou Jingcaituan for the period from August 2, 2010 (inception date) to December 31, 2010; (14) Ningbo Tangtuan for the period from June 13, 2010 (inception date) to December 31, 2010; (15) Langfang Wodetuan for the period from October 18, 2010 (inception date) to December 31, 2010, all appearing elsewhere in the prospectus, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The following unaudited pro forma condensed consolidated financial information as of and for the nine months ended September 30, 2011 is derived from the unaudited condensed consolidated financial statements of (1) Wowo Limited as of and for the nine months ended September 30, 2011; (2) Wuxi Yuzhong Internet Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (3) Shenzhen Xunjie Times Media Co., Ltd. for the period from January 1, 2011 to the acquisition date; (4) Fuzhou Baiketuan for the period from January 1, 2011 to the acquisition date; (5) Chengdu Beiguo Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (6) Shanghai Yinqing Advertising Co., Ltd. for the period from January 1, 2011 to the acquisition date; (7) Beijing Kaiyishidai Network Technology Co., Ltd. for the period from January 1, 2011 to the acquisition date; (8) Changzhou Jingcaituan for the period from January 1, 2011 to the acquisition date; (9) Ningbo Tangtuan for the period from January 1, 2011 to the acquisition date; (10) Langfang Wodetuan for the period from January 1, 2011 to the acquisition date, after giving effects to the pro forma adjustments described in the notes to such pro forma financial information.

        The preparation of the unaudited pro forma condensed consolidated balance sheet and statements of operations appearing below is based on financial statement prepared in accordance with U.S. GAAP. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. The objective of the unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2010 is to provide information on the impact of the acquisitions of online group buying business including Shenyang 19tuan and Jinan 0531tuan in December 2010, Shijiazhuang Chuanglian Technology Co., Ltd. and Changzhou Bangketuan in January 2011, Wuxi Yuzhong Internet Technology Co., Ltd. in February 2011, Shenzhen Xunjie Times Media Co., Ltd. and Shanghai Yinqing Advertising Co., Ltd. in March 2011, and Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Beijing Kaiyishidai Network Technology Co. Ltd., Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan and Langfang Wodetuan in April 2011.

        The objective of the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2011 is to provide information on the impact of the acquisitions of online group buying businesses including Wuxi Yuzhong Internet Technology Co., Ltd. in February 2011, Shenzhen Xunjie Times Media Co., Ltd. and Shanghai Yinqing Advertising Co., Ltd. in March 2011, Fuzhou Baiketuan, Chengdu Beiguo Technology Co., Ltd., Beijing Kaiyishidai Network

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Technology Co. Ltd., Xiamen Shantuan, Changzhou Jingcaituan, Ningbo Tangtuan and Langfang Wodetuan in April 2011.

        We refer these online group buying businesses collectively as the Acquired Businesses.

        The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses.

        The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2011 presents adjustments as if the acquisitions of Acquired Businesses had been consummated on January 1, 2011.

        The following unaudited pro forma condensed consolidated balance sheet and statements of operations should be read in conjunction with our audit consolidated statements of operations for the year ended December 31, 2010 and unaudited condensed consolidated balance sheet and statements of operations as of and for the nine months ended September 30, 2011 and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        While the unaudited pro forma condensed consolidated financial information is helpful in showing the financial characteristics of the consolidated companies, it is not intended to show how the consolidated companies would have actually performed as if the events described above had in fact occurred on the dates acquired or to project the results of operations or financial position for any future date or period. We have included in the unaudited pro forma condensed consolidated statement of operations all adjustments, consisting of normal recurring adjustments, necessary of a fair presentation of the operating results in the historical periods.

88

Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the Year Ended December 31, 2010
		Wowo Limited			Pro forma Combined Statement of Operations of Acquired Businesses(4)			Pro forma Adjustments			Note		Pro forma
		(US$)
Net revenues			504,142			1,817,719			—					2,321,861
Cost of revenues			(32,836	)		(198,577	)		(458,333	)		(1)		(689,746	)
Gross profit			471,306			1,619,142			(458,333	)				1,632,115
Operating expenses:
	Marketing		(39,508	)		(155,629	)		—					(195,137	)
	Selling, general and administrative		(448,209	)		(1,649,880	)		(303,627	)		(1)		(2,401,716	)
Total operating expenses			(487,717	)		(1,805,509	)		(303,627	)				(2,596,853	)
Loss from operations			(16,411	)		(186,367	)		(761,960	)				(964,738	)
Interest income			—			1,608			—					1,608
Other expense			(296	)		(514	)		—					(810	)
Loss before provision for income tax			(16,707	)		(185,273	)		(761,960	)				(963,940	)
Provision (benefit) for income tax			40,471			73,222			(106,351	)		(1)		(7,342	)
Net loss			(57,178	)		(258,495	)		(655,609	)				(971,282	)
Less: Net loss attributable to noncontrolling interest			—			—			(168,063	)		(2)		(168,063	)
Net loss attributable to Wowo Limited shareholder			(57,178	)		(258,495	)		(487,546	)				(803,219	)
Net loss per ordinary share
Basic			—											—
Diluted			—											—
Weighted average shares used in calculating net loss per ordinary share
Basic			300,000,000											300,000,000
Diluted			300,000,000											300,000,000

89

Unaudited Pro forma Condensed Consolidated Statement of Operations

		For the Nine Months Ended September 30, 2011
		Wowo Limited			Pro forma Combined Statement of Operations of Acquired Businesses(4)			Pro forma Adjustments			Note		Pro forma
		(US$)
Net revenues			5,586,287			657,443			—					6,243,730
Cost of revenues			(3,053,840	)		(49,609	)		(65,675	)		(1)		(3,169,124	)
Gross profit			2,532,447			607,834			(65,675	)				3,074,606
Operating expenses:
	Marketing		(26,584,105	)		(120,541	)		—					(26,704,646	)
	Selling, general and administrative		(41,246,808	)		(1,137,654	)		(110,437	)		(1)(3)		(42,494,899	)
Total operating expenses			(67,830,913	)		(1,258,195	)		(110,437	)				(69,199,545	)
Operating income (loss)			(65,298,466	)		(650,361	)		(176,112	)				(66,124,939	)
Interest expenses			(43,679	)		—								(43,679	)
Other income			339,959			774,866			—					1,114,825
(Loss) income before provision for income tax			(65,002,186	)		124,505			(176,112	)				(65,053,793	)
Less:
(Benefit) provision for income tax			(69,169	)		10,353			(11,211	)		(1)		(70,027	)
Net (loss) income			(64,933,017	)		114,152			(164,901	)				(64,983,766	)
Less:
Net (loss) income attributable to noncontrolling interest			(422,496	)		—			412,420			(2)		(10,076	)
Net (loss) income attributable to Wowo Limited's shareholder			(64,510,521	)		114,152			(577,321	)				(64,973,690	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			361,902			—			—					361,902
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			2,184,579			—			—					2,184,579
Net income/(loss) attributable to holders of ordinary shares of Wowo Limited			(67,057,002	)		114,152			(577,321	)				(67,520,171	)
Net income/(loss) per ordinary shares
	Basic		(0.21	)										(0.21	)
	Diluted		(0.21	)										(0.21	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			0.10											0.10
Net income per Series A-2 convertible redeemable preferred shares—Basic			0.10											0.10

90

		For the Nine Months Ended September 30, 2011
		Wowo Limited		Pro forma Combined Statement of Operations of Acquired Businesses(4)	Pro forma Adjustments	Note	Pro forma
		(US$)
Weighted average shares used in calculating net loss per ordinary share
	Basic		319,436,165					319,436,165
	Diluted		319,436,165					319,436,165

Pro forma Adjustments

(1)

Adjustments comprise of the following

•

Adjustments of US$491,910 and US$122,933 reflects amortization of intangible assets as if the Acquired Businesses were acquired on the earliest of beginning of the fiscal year, the inception date or business commencement date of the Acquired Businesses and included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010 and for the nine months ended September 30, 2011, respectively. Tax effects of amortization charges of US$38,839 and US$11,211 were adjusted based on respective statutory tax rate of 25% and included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010 and for the nine months ended September 30, 2011, respectively.

•

Beijing Wowo Tuan was incorporated on May 26, 2008 and commenced its group buying business in March 2010. Mr. Maodong Xu and his wife, Ms. Fang Zhou, who subsequently transferred her interest in the company to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, acquired the online group buying services of Beijing Wowo Tuan, on December 30, 2010. As a result of Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, Beijing Wowo Tuan has applied the push down accounting to the transaction. Under this basis of accounting, the cost of the acquisition of Beijing Wowo Tuan to Mr. Maodong Xu and Mr. Tingqing Xu has been allocated to the identifiable assets and liabilities of Beijing Wowo Tuan using the fair value of those assets and liabilities and the excess has been recorded as goodwill was reflected in the consolidated balance sheet of Wowo Limited as of December 31, 2010, including elsewhere in this prospectus. Accordingly, adjustments of US$270,050 reflects amortization of intangible assets of Wowo Limited as if push down accounting to the transaction applies on January 1, 2010. Tax effects of amortization charges of US$67,512 were adjusted based on respective statutory tax rate of 25%. These adjustments included in the pro forma condensed consolidated statement of operations for the year ended December 31, 2010.

•

The adjustments of the amortization of intangible assets as described above are included in the pro forma as follows:

	December 31, 2010		September 30, 2011
	(US$)
Cost of revenues		458,333		65,675
Selling, general and administrative		303,627		57,258
		761,960		122,933

Tax effects of amortization charges of US$106,351 and US$11,211 were adjusted based on respective statutory tax rate of 25% for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively.

91

(2)

Adjustments of US$168,063 and US$412,420 reflect a net loss and a net income attributable to noncontrolling interests which are due to the operating results of Acquired Businesses for the year ended December 31, 2010 and the period from January 1, 2011 to acquisition date, respectively.

	December 31, 2010			September 30, 2011
	(US$)
Wuxi Yuzhong		48,352			(141,885	)
Shenzhen Xunjie		3,762			91,741
Chengdu Beiguo		(29,342	)		1,388
Shanghai Yinqing		145,291			(363,664	)
		168,063			(412,420	)

(3)

The adjustment of US$53,179 was compensation expenses for the period from January 1, 2011 to the acquisition date in connection with the acquisition of Fuzhou Baiketuan, Langfang Wodetuan, Ningbo Tangtuan and Xiamen Shantuan. Beijing Wowo Tuan promised to transfer 49% equity interest of the newly incorporated company to those companies' certain key employees for their continuing employment for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the shares is contingent upon the employees providing three years of services.

The following table summarizes the fair values of the assets acquired and liabilities assumed for the significant acquisitions consummated in 2011.

					Amortization period
Net tangible assets acquired		US$	1,536,692
Intangible assets:
	Trade name/domain name		469,394			2 years
	User base		293,439			2 years
	Operating system		51,623			3 years
	Customer relationship		19,545			6 years
Deferred tax liabilities			(109,243	)
Goodwill			3,954,735
Noncontrolling interests			(1,722,246	)
Total consideration		US$	4,493,939

Noncontrolling interests arose as a result of following acquisitions:

Wuxi Yuzhong	US$	623,636
Shenzhen Xunjie		433,239
Chengdu Beiguo		278,146
Shanghai Yinqing		387,225
	US$	1,722,246

The purchase price allocation and intangible asset valuations described above were based on management estimation with the assistance of a third party valuation firm. The valuation utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. We have incorporated certain assumptions which included cash flow and replacement costs.

92

Detail information of each of the significant acquisition is as follows:

a)

Acquisition of Wuxi Yuzhong

This reflects the purchase price allocation in relation to the acquisition of 51% equity interest in Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") that was consummated in February 2011. Beijing Wowo Tuan newly injected capital of US$303,030 (RMB2 million) into Wuxi Yuzhong, and paid US$454,546 (RMB3 million) to Wuxi Yuzhong's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Wuxi Yuzhong. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$757,576 (RMB5 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	186,634
Acquired intangible assets		190,000
Deferred tax liabilities		(47,500	)
Goodwill		1,052,078
Noncontrolling interests		(623,636	)
Total consideration	US$	757,576

The intangible assets include domain name, user base and operating system.

b)

Acquisition of Shenzhen Xunjie

This reflects the purchase price allocation in relation to the acquisition of 51.2% equity interest in Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of US$454,545 (RMB3 million) to Shenzhen Xunjie to acquire 51.2% equity interest of Shenzhen Xunjie. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$454,545 (RMB3 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	410,554
Goodwill		477,230
Noncontrolling interest		(433,239	)
Total consideration	US$	454,545

c)

Acquisition of Fuzhou Baiketuan

This reflects the purchase price allocation in relation to the acquisition of 100% business of Fuzhou Baiketuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees for their continuing employment with Fuzhou Baiketuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

93

The purchase price of US$45,455 (RMB0.3 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	4,015
Acquired intangible assets		41,364
Goodwill		76
Total consideration	US$	45,455

The intangible assets include domain name, user base and operating system.

d)

Acquisition of Chengdu Beiguo

This reflects the purchase price allocation in relation to the acquisition of 60.4% equity interest in Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") that was consummated in April 2011. Beijing Wowo Tuan newly injected capital of US$181,818 (RMB1.2 million) into Chengdu Beiguo , and paid US$242,424 (RMB1.6 million) to Chengdu Beiguo's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 60.4% equity interest of Chengdu Beiguo. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$424,242 (RMB2.8 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	249,707
Acquired intangible assets		125,152
Deferred tax liabilities		(31,288	)
Goodwill		358,817
Noncontrolling interest		(278,146	)
Total consideration	US$	424,242

The intangible assets include domain name, user base and operating system.

e)

Acquisition of Shanghai Yinqing

This reflects the purchase price allocation in relation to the acquisition of 51% equity interest in Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") that was consummated in March 2011. Beijing Wowo Tuan newly injected capital of US$303,030 (RMB2 million) into Shanghai Yinqing, and paid US$100,000 (RMB0.66 million) to Shanghai Yinqing's previous shareholders as the equity purchase consideration. As a result of these two transactions, the Company held 51% equity interest of Shanghai Yinqing. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$403,030 (RMB2.66 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	391,356
Goodwill		398,899
Noncntrolling interest		(387,225	)
Total consideration	US$	403,030

94

f)

Acquisition of Beijing Kaiyishidai

This reflects the purchase price allocation in relation to the acquisition of 100% equity interest of Beijing Kaiyishidai Network Technology Co., Ltd. ("Beijing Kaiyishidai") that was consummated in April 2011. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$909,091 (RMB6 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	17,592
Acquired intangible assets		121,818
Deferred tax liabilities		(30,455	)
Goodwill		800,136
Total consideration	US$	909,091

The intangible assets include domain name, customer relationship, user base and operating system.

g)

Acquisition of Langfang Wodetuan

This reflects the purchase price allocation in relation to the acquisition of Langfang Wodetuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$75,758 (RMB0.5 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	4,741
Acquired intangible assets		27,576
Goodwill		43,441
Total consideration	US$	75,758

The intangible assets include domain name, user base and operating system.

h)

Acquisition of Xiamen Shantuan

This reflects the purchase price allocation in relation to the acquisition of 100% interest of Xiamen Shantuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Xiamen Shantuan to the original shareholder and the key employees for their continuing employment with Xiamen Shantuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

95

The purchase price of US$303,030 (RMB2 million) is comprised of cash payment only and is allocated as follows:

Net liabilities acquired	US$	(10,501	)
Acquired intangible assets		108,394
Goodwill		205,137
Total consideration	US$	303,030

The intangible assets include domain name, user base and operating system.

i)

Acquisition of Changzhou Jingcaituan

This reflects the purchase price allocation in relation to the acquisition of 100% interest of Changzhou Jingcaituan that was consummated in April 2011. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$818,182 (RMB5.4 million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	279,261
Acquired intangible assets		131,818
Goodwill		407,103
Total consideration	US$	818,182

The intangible assets include domain name, user base and operating system.

j)

Acquisition of Ningbo Tangtuan

This reflects the purchase price allocation in relation to the acquisition of 100% interest Ningbo Tangtuan that was consummated in April 2011. Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employees for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date. The allocation of the purchase price was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

The purchase price of US$303,030 (RMB2million) is comprised of cash payment only and is allocated as follows:

Net tangible assets acquired	US$	3,333
Acquired intangible assets		87,879
Goodwill		211,818
Total consideration	US$	303,030

The intangible assets include domain name, user base and operating system.

96

(4)    Historical financial information of the Acquired Businesses is as follows:

        Statement of operation for the period from the earlier of January 1, 2010, the inception date or business commencement date of the Acquired Businesses:

		For the year ended December 31, 2010
		Acquired businesses
		Shenyang 19tuan			Jinan 0531tuan			Shijiazhuang Chuanglian Technology Co., Ltd.			Changzhou Bangketuan			Shenzhen Xunjie Times Media Co., Ltd.			Wuxi Yuzhong Internet Technology Co., Ltd.			Chengdu Beiguo Technology Co., Ltd.			Fuzhou Baiketuan			Shanghai Yinqing Advertising Co., Ltd.			Beijing Kaiyishidai Network Technology Co., Ltd.			Changzhou Jingcaituan			Langfang Wodetuan			Ningbo Tangtuan			Xiamen Shantuan			Total acquired businesses
		(US$)
Net revenues			88,750			112,097			241,294			78,073			143,502			186,219			150,696			48,411			296,628			65,210			131,432			83,180			67,312			124,915			1,817,719
Cost of revenues			(1,566	)		(4,812	)		(42,718	)		(7,505	)		(9,387	)		(16,079	)		(32,395	)		(5,693	)		(27,558	)		(22,265	)		(4,707	)		(7,096	)		(7,465	)		(9,331	)		(198,577	)
Gross profit			87,184			107,285			198,576			70,568			134,115			170,140			118,301			42,718			269,070			42,945			126,725			76,084			59,847			115,584			1,619,142
Operating expenses:
	Marketing		(4,535	)		(1,560	)		(14,659	)		(5,691	)		(11,657	)		(20,013	)		(2,568	)		(2,721	)		(47,103	)		(14,797	)		(8,122	)		(3,526	)		(7,179	)		(11,498	)		(155,629	)
	Selling, general and administrative		(47,763	)		(16,122	)		(190,159	)		(59,834	)		(130,167	)		(248,828	)		(26,817	)		(35,225	)		(518,480	)		(22,195	)		(89,842	)		(37,833	)		(91,913	)		(134,702	)		(1,649,880	)
Total operating expenses			(52,298	)		(17,682	)		(204,818	)		(65,525	)		(141,824	)		(268,841	)		(29,385	)		(37,946	)		(565,583	)		(36,992	)		(97,964	)		(41,359	)		(99,092	)		(146,200	)		(1,805,509	)
Income/(loss) from operations			34,886			89,603			(6,242	)		5,043			(7,709	)		(98,701	)		88,916			4,772			(296,513	)		5,953			28,761			34,725			(39,245	)		(30,616	)		(186,367	)
Interest income			—			—			1,101			—			—			274			—			—			—			—			233			—			—			—			1,608
Other expense			—			—			(148	)		—			—			(250	)		—			—			—			—			—			—			—			(116	)		(514	)
Loss before provision for income tax			34,886			89,603			(5,289	)		5,043			(7,709	)		(98,677	)		88,916			4,772			(296,513	)		5,953			28,994			34,725			(39,245	)		(30,732	)		(185,273	)
Provision (benefit) for income tax			(8,721	)		(22,401	)		—			(1,261	)		—			—			(22,229	)		(1,193	)		—			(1,488	)		(7,248	)		(8,681	)		—			—			(73,222	)
Net income/(loss)			26,165			67,202			(5,289	)		3,782			(7,709	)		(98,677	)		66,687			3,579			(296,513	)		4,465			21,746			26,044			(39,245	))		(30,732	)		(258,495	)

97

        Statement of operation for the period from January 1, 2011 to the respective acquisition dates of the Acquired Businesses.

		For the Nine Months Ended September 30, 2011
		Acquired Businesses
		Shenzhen Xunjie			Wuxi Yuzhong			Chengdu Beiguo			Fuzhou Baiketuan			Shanghai Yinqing			Beijing Kaiyishidai			Changzhou Jingcaituan			Langfang Wodetuan			Ningbo Tangtuan			Xiamen Shantuan			Total acquired business
		(US$)
Net revenues		$	65,966		$	40,794		$	104,296		$	32,178		$	35,398		$	68,407		$	75,698		$	43,533		$	77,093		$	114,080		$	657,443
Cost of revenues			(1,482	)		(2,424	)		(2,201	)		(1,004	)		(202	)		(15,399	)		(21,405	)		(1,264	)		(2,552	)		(1,676	)		(49,609	)
Gross profit			64,484			38,370			102,095			31,174			35,196			53,008			54,293			42,269			74,541			112,404			607,834
Operating expenses:
	Marketing		(13,193	)		(25,482	)		(26,778	)		(4,183	)		(8,639	)		(7,721	)		(3,135	)		(2,994	)		(16,857	)		(11,559	)		(120,541	)
	Selling, general and administrative		(239,285	)		(168,220	)		(151,744	)		(23,262	)		(55,053	)		(47,429	)		(309,314	)		(16,965	)		(55,373	)		(71,009	)		(1,137,654	)
Total operating expenses			(252,478	)		(193,702	)		(178,522	)		(27,445	)		(63,692	)		(55,150	)		(312,449	)		(19,959	)		(72,230	)		(82,568	)		(1,258,195	)
(Loss) income from operations			(187,994	)		(155,332	)		(76,427	)		3,729			(28,496	)		(2,142	)		(258,156	)		22,310			2,311			29,836			(650,361	)
Other income			—			—			—			—			774,866			—			—			—			—			—			774,866
(Loss) income before provision for income tax			(187,994	)		(155,332	)		(76,427	)		3,729			746,370			(2,142	)		(258,156	)		22,310			2,311			29,836			124,505
Provision for income tax			—			—			—			—			4,198			—			—			5,577			578			—			10,353
Net (loss) income		$	(187,994	)	$	(155,332	)	$	(76,427	)	$	3,729		$	742,172		$	(2,142	)	$	(258,156	)	$	16,733		$	1,733		$	29,836		$	114,152

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OUR BUSINESS

Overview

        We are a leading provider of local social e-commerce services in China, focusing on group buying deals of life-style products and services and subsequent long-term customer relationship management solutions for our local merchant clients. According to the Tuan800 Report, we were the leading group buying service provider in China in August and September 2011, in terms of gross billings of both total group buying deals and group buying deals for local services. We offer to our online subscribers deep discounts on goods and services, or group buying deals, provided by our local merchant clients, through the integrated operations of Wowo Tuan and our nationwide network of over 2,500 editorial staff, merchant consultants and merchant service representatives in 106 cities in China as of September 30, 2011.

        Wowo Tuan typically features one to five new deals per day per city, or for large metropolitan areas, per district, each such deal being available for purchase for a limited amount of time. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. When the number of subscribers who purchase a particular coupon offered on Wowo Tuan, or Wowo Coupon, exceeds a predetermined minimum threshold based on our agreement with the local merchant, the group buying deal is deemed successful. A wide variety of local merchants, such as restaurants, cafes, hotels, movie theatres and beauty parlors, offer group buying deals on Wowo Tuan. Our subscribers enjoy savings from group buying deals on the goods or services, as well as discovering new things to do, eat, or buy in their local areas from the information we provide. Local merchants in turn gain access to a highly effective advertising channel to reach potential new customers without having to pay any advertising fees. Featured group buying deals are also sent to our subscribers daily via our Email Direct Marketing system, or EDM.

        In order to provide long-term customer relationship management solutions to our local merchant clients who participate in group buying deals, we have developed, and are in the process of implementing, a guest electronic management system, or GEM, which includes a table-top hardware device installed at a local merchant's site and a web-based software system. Local merchants can verify Wowo Coupons electronically with GEM when such coupons are presented to them for redemption, which greatly simplifies their verification processes and enables them to track customer behavior on a real-time basis. The combination of GEM and our subscriber database also provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expires. As of September 30, 2011, we deployed 2,294 GEMs which we provide to selected local merchant clients during redemption periods of their featured deals free of charge. We plan to explore ways to monetize GEM in the future once its installation reaches a critical mass.

        In addition, we have recently launched Wowo Platform, which is a discounted life-style service website where large numbers of discounted deals, including group buying deals, are available for subscribers to choose from. Wowo Platform is an open platform on which local merchants and our commissioned agents may place their group buying deals and other discounted offerings. Compared to Wowo Tuan, where only a limited number of new group buying deals are featured each day in a given city or district, Wowo Platform offers our subscribers much greater varieties and choices, enabling them to search for a specific type of discounted deals. Currently, there are over 1,000 group buying deals in 15 major cities available on Wowo Platform and we expect the number of deals available on Wowo Platform to increase going forward. In October 2011, we launched a new location-based service application for mobile devices, or 55 Life-service Mall, in Apple's application store which enables subscribers to search for group buying deals or discounted offerings on Wowo Platform within their immediate proximity using the GPS function of an iPhone.

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        We have experienced rapid growth since December 31, 2010, partially through acquisitions of 21 local group buying service providers in second- and third-tier cities throughout China in the period from December 31, 2010 to April 30, 2011. We have established a well-known brand name and built up a large base of subscribers and local merchant clients. According to the Analysys Report, in the first half of 2011 our brand ranked first in terms of brand recognition by local merchants among group buying service providers in seven of the eight major cities surveyed, including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai. We incurred net losses of US$57,178 and US$64.9 million for the year ended December 31, 2010 (predecessor) and the nine months ended September 30, 2011 (successor), respectively, due to significant investments in sales and marketing to build our Wowo Tuan brand among local merchants and Chinese consumers and costs associated with the development and expansion in the early stage of our business. We generate our net revenues primarily from the purchase prices of Wowo Coupons paid by our subscribers after paying agreed upon amounts for redeemed Wowo Coupons to the featured merchant clients. Our gross billings were US$3.1 million and US$108.2 million for the year ended December 31, 2010 and the nine months ended September 30, 2011, respectively. Our net revenues were US$504,142 for the year ended December 31, 2010 (predecessor) and US$5.6 million for the nine months ended September 30, 2011 (successor), respectively.

Our Competitive Advantages

        We believe the following strengths differentiate us from our competitors and provide us with competitive advantages:

        Commitment to Superior Subscriber Experience and Strong Brand Recognition.    We are committed to maintain high quality in every aspect of our services, which we believe enhances both our subscriber satisfaction and brand recognition among local merchants. Each day, we try to select the most attractive discounted local goods and service deals for our subscribers, and our editorial staff provides informative and engaging descriptions to highlight the featured group buying deals. We have a completely open return policy for unredeemed Wowo Coupons or if our subscribers are dissatisfied with their experience with us or the local merchants. We have on-the-ground merchant service representatives and quality control staff in each local market we operate to ensure subscriber satisfaction when Wowo Coupons are redeemed with local merchants. Our localized merchant consultant, merchant service and quality control teams, call center team, GEM and tailor-made service plans for local merchant clients are all measures we have taken to ensure subscriber satisfaction. To help local merchants improve the quality of their featured deals, we assist merchant clients in coming up with their deal structure at the initial stage, help the local merchant manage coupon redemption during a deal, and provide detailed analysis and feedback to them after a group buying deal is completed. In addition, we have built two centralized 24 × 7 call centers that employ advanced and scalable technology dedicated to subscriber and merchant support, respectively. Our call centers provide a variety of services, such as service and product refunds, complaint processing and general information services. In February 2011, we were the first Chinese group buying service provider to meet ISO9001 standard, an internationally recognized certificate for quality management of business published by the International Organization for Standardization. As a result of our focus on subscriber experience and satisfaction, our merchant clients have come to trust us for our quality deals. According to the Analysys Report, our brand, Wowo Tuan, ranked first among group buying service providers in seven of the eight major markets surveyed including Beijing, Guangzhou, Chengdu, Shenyang, Xiamen, Jinan, Wuxi, and ranked second in Shanghai, in terms of brand recognition by local merchants.

        Extensive Local Knowledge and Presence.    The group buying service business is a localized business by nature. Because of China's diversified culture and population, strong local knowledge and presence are extremely important to the long-term success of our business. According to the latest issue of the Tuan800 Report, sales of group buying deals for local services are direct indicators of a group buying

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service provider's local presence and overall competitive strength, as group buying deals for local services are more complex to operate and represent a developing trend in the group buying business in China.

        We were the leading group buying service provider of group buying deals for local services in China in terms of total transaction amount in August and September 2011 according to the latest issue of the Tuan800 Report. Almost all of our subscribers purchase deals offered by merchants in close proximity to where they live or work. Our local operation teams in 106 cities have extensive local knowledge and experience, which we believe provide us with a unique competitive advantage and enable us to establish a favorable working relationship with local merchants. In addition, in order to secure the best talent in certain local markets, Beijing Wowo Tuan has entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. We formulate the overall business strategy for these newly established companies or acquired businesses, while the local service providers manage the daily operations in their respective cities. This strategy allows us to quickly penetrate into such local market where a local group buying business leader has already emerged. We provide the local operators with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquired their in-depth knowledge of the local community and culture, their dedicated sales team and their established subscriber bases.

        Proprietary Guest Electronic Management System Facilitating Long-term Customer Relationship Management.    To further strengthen our ability to provide effective and differentiated marketing solutions to local merchants, we have developed GEM which combines a table-top hardware device installed at local merchants' sites with proprietary software system. Our GEM provides two important functions to local merchants who participate in our group buying deals. First, GEM simplifies and increases the efficiency of Wowo Coupon redemption process by enabling the local merchants to process the Wowo Coupons electronically when they are submitted for redemption. The instant coupon verification reduces queues during peak business hours and improves subscriber experience. Secondly, the combination of GEM and our subscriber database provides our merchant clients with additional options to manage their customer relationships, such as the interactive marketing capability to offer follow-on promotional deals after their featured group buying deals on Wowo Tuan expired. For example, our merchant clients may send short messages of promotional deals through our system to their customers who have previously participated in their group buying deals. We believe our GEM is a unique solution which differentiates us from our competitors and promotes long-term relationships with our merchant clients.

        Management Team with Strong Online and Offline Track Record.    Our Chairman and Chief Executive Officer, Mr. Maodong Xu, is a highly regarded entrepreneur in the retail and new media industries in China. Mr. Xu has over two decades of experiences in managing China-based technology companies. He founded and managed Qilu Supermarket, the largest supermarket chain in Shandong province, between 1992 and 2000. He also founded one of the largest wireless messaging businesses in China in which Telstra is currently a majority shareholder. In addition, Mr. Xu has personally invested in several start-up companies including Meixun, which operates one of the largest mobile newspaper platforms in China. Our Chief Financial Officer, Mr. Daniel Mingdong Wu, has over fifteen years of experiences in managing technology and advertising companies, and in investment banking and finance. He is the former Chief Financial Officer of Focus Media, a digital media company that operates the largest out-of-home advertising network in China and is listed on NASDAQ. In addition, many of our senior management team and engineers have prior working experiences with well-known companies in China such as Alibaba, Baidu, China Mobile, Google China and Focus Media.

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Our Strategies

        Our goal is to become the largest local social e-commerce service provider in China. Key elements of our strategies include the following:

        Continue to Focus on Growing Subscriber Base and Enhancing Subscriber Experience by Adding New Features to Our Services.    Our brand and large subscriber base are the key factors to local merchants that make them choose to do business with us. We have made and will continue to make substantial investments to acquire new subscribers through innovative marketing initiatives, such as offline promotional events and redesigning our websites to make it more user friendly for new subscribers, among other things. In addition, we strive to maintain a high retention rate of existing subscribers by continuing to focus on maximizing subscriber satisfaction. We plan to enhance subscriber experience by improving our EDM distribution with more targeted coupon information to our subscribers based on their location and personal preferences. Moreover, we have launched and will continue to develop new social media functions on our websites to facilitate information sharing and improve subscriber experience.

        Build Long-Term Relationships With Our Merchant Clients Through Innovation.    In order to build and maintain long-term relationships with our local merchant clients, we will continue to provide innovative marketing solutions to them. Our merchant consultants have first-hand knowledge of the local communities they serve, speak the local dialects, and are experts in the respective service sectors in which they specialize. We will continue to find new ways to attract additional subscribers and merchants to transact business over our websites. For example, we work closely with local food services industry associations to promote quality and safety among our local restaurant merchants. We have also designed innovative marketing programs for large multinational corporations, such as Nestle, to promote their brand by hosting charity events sponsored by them exclusively for our subscribers.

        In addition, we plan to maximize the potential of our GEM devices to help our merchant clients to develop long-term relationships with their customers. One of the most pressing needs of local merchants is to enhance long-term returns on their advertising investments, whether through offering deeply discounted services on our websites, placing an advertisement in local newspapers, buying a banner on an Internet website or purchasing key words from Internet search service providers. The combination of our GEM devices and subscriber database enables our merchant clients to reach their target customers with new promotional deals. In the future, we plan to add additional functions to our hardware and software solutions for our local merchant clients.

        Leverage Rapidly Growing 3G Mobile Penetration in China with Wowo Platform and LBS.    We believe offering LBS-based discounted deals of life-style products and services on consumers' mobile devices will be well received by consumers and have great growth potentials in the foreseeable future. Currently, a challenge of group buying services in China is the lack of variety of available discount offerings in the proximity of a given location at a given time. We are unique among Chinese group buying service providers in offering a complementary group buying aggregation service through Wowo Platform. Wowo Platform differs from pure group buying aggregating websites in that deals offered on Wowo Plaftform are entered into by our commissioned agents with local merchants using our standard form contracts and under our direct quality control. Currently, there are over 1,000 group buying deals in 15 major cities available on Wowo Platform and we are exploring measures to introduce a greater number and variety of deals available on Wowo Platform such as increasing the number and activity levels of our commissioned agents. Our local merchant clients may initiate their own promotional deals on Wowo Platform through our proprietary GEM. As a result, our LBS applications on Wowo Platform will provide more choices and deliver more relevant discounted deals to our subscribers based on their needs.

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        Increase Our Market Penetration With Vertical Channel Offerings.    We have recently launched four vertical group buying channels on Wowo Tuan for travel, hotels, beauty products and services, and other life-style goods. We believe the vertical channels will allow our subscribers to easily find the deal information they seek. Vertical channels will also increase the number of local merchant clients we can serve beyond the ones that offer featured new deals every day. We will continue to evaluate our vertical market strategy and may expand our group buying channels to other attractive life-style products and services.

Our Business

Wowo Tuan

        Wowo Tuan provides our subscribers Wowo Coupons for "good deals everyday at very low prices" and enables local merchants to reach a large number of potential online consumers without paying any advertising fees. A typical Wowo Coupon offers our subscribers a deal at 50% to 80% off the original price. A Wowo Coupon normally has a redemption period of one to three months from the date of the deal is offered. To enhance the effectiveness of our group buying deals and provide the merchant clients who offer such deals with the most value of their investment, we only feature a limited number of new deals, typically one to five per city, or for large metropolitan areas, per district, each day on our websites. To better manage our deals and facilitate our subscribers' search, we categorize our group buying deals into four vertical channels: travel, hotels, beauty products and services, and other life-style goods. Local merchants from a wide variety of industries offer group buying deals on Wowo Tuan. The composition of our deals in terms of contribution to gross billings for the three months ended September 30, 2011 was as follows: 45% for food services, 21% for entertainment, 20% for local life-style services, 7% for beauty and health products, 4% for travel and hotels, and 3% for retail goods. The composition of our deals is affected by factors such as seasonality. For example, during summer season, Wowo Coupons for movie tickets may sell better while Wowo Coupons for outdoor activities may be in higher demand during spring and fall. In choosing featured group buying deals, we take such factors into consideration and offer deals that attract a critical mass of subscribers the local merchants desire.

Case Studies

        To further illustrate our business model and our growth trajectory, we have provided three case studies. The first one is for Beijing, the capital city of China, the second one is for Xinxiang, a smaller city in Henan province with approximately 1.0 million urban population based on Baidu.com, and the third one is for our internal key account sales department, which is a department we set up as an initiative to focus on large national merchant clients in May 2011. As illustrated below, gross billings, net revenue contribution and gross billings per merchant consultant generally increased in each of these markets over the periods presented. Our local operational costs are relatively stable, and we believe as more local merchants and subscribers use Wowo Tuan, the majority of our merchant consultants will generate more gross billings per month. The historical performances of these markets are not necessarily indicative of our future performance in these markets or our current or future performance in other markets. The charts below set forth the gross billings, net revenue contributions and gross billings per merchant consultant for Beijing, Xinxiang and our internal key account sales department, respectively.

        Beijing:    Bejing is the first market we entered, where we offered our first online group buying deal in March 2010. Beijing currently is also one of our largest markets. Our headquarters are based in Beijing as well. Due to these facts, we have tested many new features and strategies in Beijing.

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        Xinxiang:    Xinxiang is one of the smaller markets we entered during our nationwide expansion since April 2011. It only has an urban population of approximately 1.0 million and is similar in size to many of the second- and third-tier cities where we have local operations. We launched our local group buying deals in Xinxiang in May 2011 and it has become one of the fastest growing markets among the 106 cities we currently operate in.

        Key account sales department:    Our internal key account sales department is a unique team consisting of sector experts who focus on large local merchant clients with well-known brands, and is organized into six sectors, namely, food services, entertainment, local life-style services, beauty and health products, travel and hotel, and retail goods. The targeted large local merchant clients typically

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have operations in multiple regions and cities. Our merchant consultants in our internal key account sales department all have many years of experiences in the respective sectors they cover. We believe we were the first group buying service provider in China to have such sector-specific merchant consultants to serve our large local merchant clients.

Deal Case Study: Bengons Bakery in Tianjin

        The Merchant:    Bengons Bakery is a local bakery and has five stores throughout Tianjin urban area. Its brand is relatively new to consumers. The stores do not have on-site computers due to space limitations at the cashier table. Bengons wishes to use group buying to promote its brand.

        The Deal:    On August 24, 2011, our website featured the following deal in Tianjin that offered a RMB6.8 Wowo Coupon that can be redeemed for any products with a face value of RMB10 at Bengons stores between August 26, 2011 and September 16, 2011.

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        The Results:    Over 40,000 Wowo Coupons were sold. On August 29, 2011 alone, over 10,000 Wowo Coupons were redeemed. We installed GEMs at each Bengons store to expedite the coupon verification process. The GEMs greatly shortened coupon verification time and our subscribers avoided long waiting time at the cashier. Both our subscribers and Bengons were satisfied with the deal experience. In addition, Bengons gained valuable market information such as at which store our subscribers redeemed the Wowo Coupons. This information allowed Bengons to plan store-specific promotions subsequently through our database to a subset of group buying customers we have helped to attract to its stores. The payment we made to Bengons for each Wowo Coupon of this deal was RMB6.5, resulting in a net revenue of approximately RMB12,000.

Wowo Platform

        Because local merchants value the focused attention of our subscribers, Wowo Tuan only offers a limited number of new deals per day per city or, for a large metropolitan area, per district. However, when our subscribers come to Wowo Tuan to look for a specific type of deal, they may not find such type of deal on a given day or at the proximity of their locations. To provide our subscribers with more varieties and choices, we have recently launched Wowo Platform. Wowo Platform is an open platform on which local merchants and our commissioned agents may place their daily group buying deals and other discounted offerings. Local merchants can initiate and upload their promotional deals such as e-coupons to Wowo Platform through our GEM system. Wowo Platform offers several search functions for consumers to find a deal for the exact type of product or service they seek. In October of 2011, we launched 55 Life-service Mall in Apple's application store which enables subscribers to search for group buying deals or other discounted offerings on Wowo Platform within their immediate proximity using the GPS function of an iPhone.

Our Guest Electronic Management System

        We recently developed the GEM system which consists of a table-top hardware device that is installed at a local merchant's cashier as well as a web-based application that a local merchant may access through the Internet. GEM is connected to our central servers via the Internet or the 3G wireless network. GEM provides two important functions to our local merchant clients who offer group buying deals on our website. First, GEM enables immediate coupon verification when our subscribers redeem Wowo Coupons with the local merchants. When popular group buying deals such as discounted

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movie tickets are redeemed, customers may wait in line for a long time while cashiers verify the coupon security code with the group buying service provider. GEM can complete the coupon verification within seconds thereby greatly reducing queue time. Second, GEM provides local merchants with interactive marketing capability for tracking user redemption activities. Through our centralized server, the local merchants may reach such existing customers with follow-up deals or promotions after their group buying deals on Wowo Tuan are completed.

        The key hardware components include a numerical key board, a two-dimensional barcode reader, a touch screen and a small printer.

        When a subscriber purchases a Wowo Coupon, an SMS message is sent to the subscriber's mobile phone. The message contains coupon information, the description of the goods or services purchased, a two-dimensional barcode and a back-up security code. When redeeming the Wowo Coupon, a subscriber can simply swipe the two-dimensional barcode on the GEM and the coupon verification is completed within seconds. In case of unexpected network failure, the local merchant may always use our service hotline to verify the Wowo Coupons with the back-up security code.

An Illustration of Two-dimensional Barcode

        The main function of our web-based software is to provide interactive marketing solutions to our merchant clients. After the expiration of a featured Wowo Coupon, the local merchant may continue to use our software to send promotional messages to group buying customers through our centralized server. We plan to offer additional interactive marketing solutions to our merchant clients to enable them to reach new customers using our data mining technology.

Our Consolidated Affiliated Entities

        In late 2010 and early 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second- and third-tier cities in China to establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire such local group buying service providers' businesses. Beijing Wowo Tuan typically forms a new entity first and transfers 49% or less of the equity interest of the new entity to the selling shareholders of the local group buying businesses as considerations for their continuing employment with the new entity as executives for a certain number

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years after the date of acquisition. During the term of their employment, those shares transferred to the selling shareholders are restricted from transfer to third-parties. Beijing Wowo Tuan has repurchase rights over the transferred shares at an agreed-upon price if the selling shareholders terminate their employment before the end of the required employment period. We subsequently entered into supplemental agreements with all but three of the local group buying service providers to grant share options or pay compensations to the selling shareholders and the key employees, subject to the satisfaction of certain conditions as specified in the supplemental agreements, instead of transferring 49% equity interest of the new entity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions."

        This strategy allows us to quickly establish a leadership presence in selected local markets by teaming up with the best local talents. In identifying these local operating teams, we evaluated nearly 300 different local group buying businesses throughout China. Our selection of these teams was based on their local market position and quality of management.

        We provide the local operating teams with the necessary capital, nationwide brand recognition, management expertise and a centralized technology platform, and in exchange, we acquire their in-depth knowledge of the local community and culture, their dedicated sales team and established subscriber database.

Our Subscribers and Subscriber Acquisition

        Our subscriber base at 55tuan.com has increased significantly from approximately 0.4 million as of December 31, 2010 to approximately 6.7 million as of September 30, 2011, due to our organic growth as well as the acquisition of subscribers from the local group buying service providers.

        We grow our subscriber base through word-of-mouth and online and other marketing initiatives. In the first nine months of 2011, offline marketing programs, including digital outdoor media advertisements, bus advertisements and metro walkway advertisements, accounted for the majority of our advertising activities. Our marketing strategy in the early development stage of the group buying industry is to build brand awareness among consumers and local merchants. As our subscriber base continues to grow, we are spending an increasingly larger part of our advertising budget on online marketing programs such as search engine marketing, group buying portal marketing, Internet display advertisements, online promotional activities and most importantly, email direct marketing, or EDM. We believe that going forward, online marketing and our EDM operation will account for most of our advertising spending. We have invested and will continue to invest in data mining technology in order to provide the most relevant information to our subscribers through EDM.

        We also distribute our coupon deals through our online affiliates, mobile messaging applications and social networks. For example, in June 2011, we entered into a distribution agreement with Tencent to increase our reach to online consumers in China.

Our Merchant Clients

        The group buying deals we offer to our subscribers are provided by our local merchant clients. We typically do not enter into long-term contractual relationships with our local merchant clients. Our merchant consultants are responsible for developing and maintaining deal-based cooperative relationships with our local merchant clients. Our merchant clients are from a wide range of retail and service industries, including restaurants, hotels, beauty products merchants and life-style products and services providers. From the inception of our business on March 20, 2010 to September 30, 2011, we had served 49,523 local merchant clients throughout China. Having a large number and a wide variety of merchant clients enable us to continue to offer high-quality group buying deals to our subscribers on a daily basis.

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Our Operations

        Our organization is built to serve the needs of our subscribers and our local merchant clients. Besides administrative personnel, our operation teams include:

        Merchant Consultants.    We believe that maintaining strong relationships with our local merchant clients is critical to the long-term success of our business model. We have built a team of over 2,800 merchant consultants nationwide to develop cooperative relationships with new merchant clients and serve our existing merchant clients. Our merchant consultants are based in each local market where we operate and are responsible for providing innovative sales and marketing solutions to our local merchant clients. We place particular emphasis on our merchant consultants' local and specialized knowledge. Our merchant consultants know the local community they serve and can speak the local dialect with the local merchant clients. In addition, each merchant consultant typically focuses on a few particular business sectors, and is able to provide valuable advices to local merchants on operations and advertising strategy in his specialized business sectors.

        Quality Control Staff and Merchant Service Representatives.    Our quality control department is responsible for checking the quality of the local merchant services prior to the signing of a group buying contract and for ensuring subscriber satisfaction when they redeem Wowo Coupons. Once a contract for a group buying deal is signed, one of our merchant service representatives visits the local merchant client to introduce our services and provides a plan for the Wowo Coupon redemption process. The merchant consultant on the deal also assists the merchant before, during and after the entire coupon redemption period.

        Editorial Staff.    As local merchants in China are typically not experienced in producing high quality marketing materials on their own, our editorial department works with them to create editorial descriptions and graphic designs for the group buying deals we feature on our websites. Our editorial staff include designers who create the web presentation and descriptive content of the featured deal and professional photographers who take pictures for the web presentation at the merchants' sites. We have implemented a strict internal control and review process to ensure the quality of the content shown on our websites. Because of the cultural diversity in China, our editorial staff is based locally in the cities in which we operate, and is capable of producing editorial content based on the local culture and dialect.

        Customer Service Representatives.    Our customer service representatives in our call centers are available via phone or e-mail 24 hours a day. We have two centralized locations for our call center services, in Rizhao, Shangdong Province and in Beijing. Our customer service team provides a variety of services such as complaint processing, service or product refunds and general information services.

        Local Logistics Staff.    We outsource most of our product deliveries to local logistics companies. We offer group buying of retail goods as a means to increase subscriber stickiness to our website. As of September 30, 2011, we employed 69 local logistics personnel.

Technology

        We devote a substantial portion of our resources to improve our website experience for our subscribers and develop new solutions for our merchant clients to market their life-style service offerings to our subscribers. We have a team of engineers with various expertise to support our websites and our GEM system, which is a hardware device combined with web-based software system we developed internally for coupon verification and merchant interactive marketing programs. As of November 5, 2011, we had 247 engineers in our technology group with past hardware and software experiences at technology companies including Microsoft, China Mobile, Huawei Technologies Co., Datang Telecom, Linktone Ltd. and Baifen Tonglian Information Technology Co., Ltd. By providing the most relevant discount information to our subscribers through targeted EDM and merchant initiated

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promotional offerings using data mining technology, we can increase the efficiency of the marketing campaigns we host for our subscribers.

Network Security

        Our data center serves the important functions of supporting transactions on our websites. We have installed a disaster-recovery system at a separate location as a backup plan in case of unexpected network failures. We use leading commercial antivirus and firewall technology to protect and maintain the systems located at our data center, our offices and our local merchant clients. We use leading encryption technology to protect the safety of our data during data transmission. We have designed our website to be always available and secured using a variety of proprietary software and commerically available tools. We believe our network infrastructure is scalable and can support our growing subscriber base and transaction volume.

Competition

        The group buying business is an emerging market in China, characterized by both fast growth and intense competition. Currently, according to the latest issue of the Tuan800 Report, there were approximately 5,000 group buying service businesses in China as of September 30, 2011. We compete with other group buying platform providers, such as Lashou.com, Meituan.com, and Manzuo.com, for online user traffic. The group buying business has a low entry barrier. However, like many other Internet-based businesses, we anticipate online users will gradually converge to well-known brands, and smaller service providers will not have the subscriber bases large enough to compete with larger players for local merchants.

        We have benefited from the ongoing consolidation in the industry as capital and customers are converging to the few largest operators, and have emerged as one of the market leaders and a nationwide operator. According to the Tuan800 Report, we were the leading group buying service provider in China in August and September 2011, in terms of gross billings of both total group buying deals and group buying deals for local services.

        We believe we are well positioned to take advantage of the industry consolidation trend to maintain our leading position in the industry. Our ability to maintain our position and market share depends on many factors, such as:

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quality of merchant clients' goods and services and subscriber satisfaction;

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our ability to retain and expand subscriber base and merchant client network;

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the number and variety of group buying deals we are able to offer;

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our reputation and brand recognition relative to our competitors; and

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the continued growth of the economy in China in general and the online service industry in particular.

        Our strong local presence and dedication to merchant services will help us continue to provide high quality group buying deals to our subscribers. Our Wowo Platform is complementary to our featured deals and will provide a great variety of group buying deals to our subscribers on a daily basis. Our GEM service is unique among group buying service providers in China and will help to improve and solidify our partnerships with local merchant clients and enhance our brand recognition among local merchants.

        As a form of advertising and marketing service, we also compete with other traditional and new media advertising and marketing firms for advertising budgets. We believe our well targeted marketing solutions will continue to gain traction with local merchants. See "Risk Factors—Risks Relating to Our

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Business and Industry—We operate in an intensely competitive environment, which may lead to declining revenue growth or other circumstances that would negatively affect our business, financial condition and results of operations."

Employees

        Our ability to retain experienced management and employees is critical to the success of our business. As of November 5, 2011, we had a total of 3,982 employees, consisting of 2,113 merchant consultants, 375 administrative staff, 444 editorial staff, 435 customer service representatives, 75 quality control and merchant service representatives, 247 engineers in our technology department, 69 local logistics personnel, and 224 operational staff. The number of our employees has grown significantly to support the growth of our business since our inception.

        Because we aim to build one of the largest online businesses in China, we are highly committed to systematic and on-going employee training. Our internal training program, known as "Wowo University," offers our employees regular trainings in a wide variety of subjects such as industry review, business development skills, corporate culture building and case studies.

        The remuneration package of our employees includes salary, sales commissions and employee stock option programs. In accordance with applicable regulations in China, we participate in a number of social insurance schemes, namely, a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a personal injury insurance plan, and maternity insurance and a housing reserve fund for the benefit of all of our employees. We have not experienced any material labor disputes or disputes with the labor department of the PRC government since our inception.

Intellectual Property

        As of the date of this prospectus, we had received notification of the acceptance of trademarks issued by the Trademark Office of the State Administration for Industry and Commerce on 31 of our applications, and we had registered 29 domain names, including 55tuan.com and 55.com.

Facilities

        Our executive offices are located at Building No. 9, Guigu Liang Cheng, 1 Nongdananlu, Haidian District, Beijing, China and occupy a total of 4,839 square meters. We lease our premises from unrelated third parties. In addition, we have leased office space in local cities in which we operate.

Legal Proceedings

        We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

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REGULATIONS

        This section sets forth a summary of the most significant regulations or requirements that affect our business activities in China or our shareholders' rights to receive dividends and other distributions from us.

        As the online services industry is at an early stage of development in China, new laws and regulations may be adopted from time to time that will require us to obtain additional licenses and permits in addition to those that we currently have, and will address new issues that arise from time to time. As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any future Chinese laws and regulations applicable to the online services industry. See "Risk Factors—Risks Relating to Doing Business in China."

Regulation on Telecommunication and Internet Information Services

        The telecommunication industry, including the Internet sector, is highly regulated in China. Regulations issued or implemented by the State Council of China, the MIIT, and other relevant government authorities cover many aspects of the operation of telecommunication and Internet information services, including entry into the telecommunication industry, the scope of permissible business activities, licenses and permits for various business activities and foreign investment.

        The principal regulations governing the telecommunication and Internet information services that we provide in China include:

        Telecommunication Regulations (2000), or the Telecom Regulations.    The Telecom Regulations categorize all telecommunication businesses in the PRC as either "basic" or "value-added." Value-added telecommunication services are defined as telecommunication and information services provided through public network infrastructures. The "Catalog of Telecommunication Business," an attachment to the Telecom Regulations and updated by the MIIT's Notice on Adjusting the Catalog of Telecommunication Business effective from April 1, 2003, categorizes various types of telecommunication and telecommunication-related activities into basic or value-added telecommunication services. According to the "Catalog of Telecommunication Business", Internet information services, or ICP services, such as the operations of Wowo Tuan and Wowo Platform websites, are classified as value-added telecommunication businesses. Under the Telecom Regulations, commercial operators of value-added telecommunication services must first obtain an operating license for value-added telecommunication services, or the ICP license, from the MIIT or its provincial level counterparts.

        Administrative Measures on Internet Information Services (2000), or the Internet Measures.    According to the Internet Measures, a commercial Internet information service operator must obtain an ICP license from the relevant government authorities before engaging in any commercial Internet information service within China. When the Internet information service involves news, publications, education, medicine, health, pharmaceuticals, medical equipment and other industries and if required by law or relevant regulations, prior approval from the respective regulating authorities must be obtained prior to applying for the ICP license from MIIT or its local branch at the provincial level. Moreover, an Internet information service operator must display its ICP license number in a conspicuous location on its website and must monitor its website to remove categories of harmful content that are broadly defined. Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. Currently, Beijing Wowo Tuan, one of our PRC consolidated affiliated entities, holds the ICP license necessary for the operation of our www.55tuan.com website and is in the process of applying for amendment to the registration of such ICP license for the operation of www.55.com, which is the

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successor of www.jieshi.com operated by Kai Yi Shi Dai, with Beijing Communications Administration, a local branch of the MIIT. Our ICP license will expire in July 2015 and we will renew such license prior to its expiration date. In addition, as a result of our recent acquisitions we are in the process of integrating three websites operated by our consolidated affiliated entities, which have not received ICP licenses, into the 55tuan.com domain. See "Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies."

        Regulations for Administration of Foreign-Invested Telecommunication Enterprises (2008, revised), or the FITE Regulations.    The FITE Regulations set forth detailed requirements with respect to, among others, capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunication enterprise. Under the FITE Regulations, a foreign entity is prohibited from owning more than 50% of the total equity interest in any value-added telecommunication service business in China and the major foreign investor in any value-added telecommunication service business in China is required to have a good track record in such industry. Due to such restrictions and requirements, we operate our businesses through the contractual arrangements between our PRC subsidiary, Wowo Shi Jie, and our consolidated affiliated entities.

        Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunication Business (2006).    Under this circular, a domestic PRC company that holds an ICP license is prohibited from leasing, transferring or selling the ICP license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that engaged in value-added telecommunication business illegally in China. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunication services are required to be legally owned by such company and/or its shareholders. In addition, such company's operating premises and equipment should comply with its approved ICP license, and such company should establish and improve internal Internet and information security policies and standards and emergency management procedures. To comply with this circular, Beijing Wowo Tuan and Kai Yi Shi Dai, which respectively hold the ICP licenses necessary for the operation of our www.55tuan.com and www.jieshi.com websites, own the related domain names, and Beijing Wowo Tuan is in the process of applying for related trademarks with the Trademark Office of the State Administration for Industry and Commerce. See "Risk Factors—Risks Relating to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet businesses and companies."

        Under various laws and regulations governing ICP services, ICP service operators are required to monitor their websites. They may not produce, duplicate, post or disseminate any content that falls within prohibited categories and must remove any such content from their websites, including any content that:

•

opposes the fundamental principles determined in China's Constitution;

•

compromises state security, divulges state secrets, subverts state power or damages national unity;

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harms the dignity or interests of the State;

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incites ethnic hatred or racial discrimination or damages inter-ethnic unity;

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sabotages China's religious policy or propagates heretical teachings or feudal superstitions;

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disseminates rumors, disturbs social order or disrupts social stability;

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propagates obscenity, pornography, gambling, violence, murder or fear or incites the commission of crimes;

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•

insults or slanders a third party or infringes upon the lawful rights and interests of a third party; or

•

includes other content prohibited by laws or administrative regulations.

        The PRC government may shut down the websites of ICP license holders that violate any of such content restrictions and requirement, revoke their ICP licenses or impose other penalties pursuant to applicable law.

Regulations Relating to Privacy Protection

        As an Internet content provider, we are subject to regulations relating to the protection of privacy. Under the Internet Measures, Internet content providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes on the lawful rights and interests of others. Internet content providers that violate the prohibition may face criminal charges or administrative sanctions by PRC security authorities. In addition, relevant authorities may suspend their services, revoke their licenses or temporarily suspend or close down their websites. We believe that we are currently in compliance with these regulations in all material aspects.

Regulations Relating to Taxation

        In January 2008, the New EIT Law took effect. The New EIT Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects. Under the New EIT Law and the Implementation Rules, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign enterprise investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate.

        Under the New EIT Law, an enterprise established outside China with "de facto management bodies" within China is considered a "resident enterprise" for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as "resident enterprises" indicated that dividends and other income paid by such PRC "resident enterprises" may be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC "resident enterprises" to various reporting requirements with the PRC tax authorities.

        Under the Implementation Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. The only detailed guidance currently available for the definition of "de facto management body" as well as the determination of offshore incorporated PRC tax resident and its administration are set forth in two notices, i.e. Circular 82 and Circular 45, issued by the PRC State Administration of Taxation, or the Circulars, which provide guidance on the administration as well as determination of the tax residency status of a Chinese controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the law of a foreign country or territory and that has a PRC company or PRC corporate group as its primary controlling shareholder. The Circulars provide that a foreign enterprise controlled by a PRC enterprise or a PRC enterprise group will be classified as a "resident enterprise" with its "de facto management body" located within China if all of the following requirements are satisfied: (i) the enterprise's day-to-day operations management is primarily exercised in China, (ii) decisions relating to the enterprise's financial and human resource matters are made or subject to approval by organizations or

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personnel in China, (iii) the enterprise's primary assets, accounting books and records, company seals, board and shareholders' meeting minutes are located or maintained in China, and (iv) 50% or more of voting board members or senior executives of the enterprise habitually reside in China. If all of these criteria are met, the relevant offshore enterprise controlled by PRC enterprises or PRC enterprise groups will be deemed to have its "de facto management body" in China and therefore be deemed a PRC resident enterprise. The Circulars made clarification in the areas of resident status determination, post-determination administration, as well as the exercise of competent tax authorities procedures. The Circulars also specify that when provided with a copy of Chinese tax resident determination certificate from a resident Chinese controlled offshore incorporated enterprise, a payer of China-sourced dividends, interest, royalties, etc. should not withhold 10% income tax on such payments to such Chinese controlled offshore incorporated enterprise. Although the Circulars apply only to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals such as us, the determination criteria and administration clarification made in the Circulars may reflect the PRC State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented. There is no assurance that the PRC State Administration of Taxation will not apply the same or similar criteria as stated in the Circulars to determine whether the "de facto management body" of an offshore incorporated enterprise controlled by PRC individuals (like us) is located within the PRC in the future.

        See "Risk Factors—Risks Related to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification may result in unfavorable tax consequences to us and our non-PRC shareholders."

Regulations on Dividend Distribution

        Wholly foreign-owned companies in China, such as our PRC subsidiary, Wowo Shi Jie, may pay dividends only out of their accumulated profits after tax as determined in accordance with PRC accounting standards. Remittance of dividends by a wholly foreign-owned enterprise out of China is subject to examination by the commercial banks. Wholly foreign-owned companies may not pay dividends unless they set aside at least 10% of their respective accumulated profits after-tax each year, if any, to fund certain reserve funds, until such time as the accumulative amount of such fund reaches 50% of the wholly foreign-owned company's registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to other funds at their discretion. These statutory reserve funds and other funds are not distributable as cash dividends.

Regulations Relating to Labor

        Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

        An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts with certain exceptions. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain exceptions. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave

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for Employees issued by the State Council in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer shall be compensated at three times their normal salaries for each waived vacation day.

        Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. The aforesaid measures are reiterated in the Social Insurance Law of China effective in July 2011, which stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance, occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

        We have not experienced any material labor dispute or disputes with the labor department of the PRC government since our inception.

Regulations on Foreign Exchange

SAFE Circular 75

        In October 2005, SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75. SAFE Circular 75 states that PRC citizens or residents must register with the relevant local SAFE branch or central SAFE in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by PRC citizens or residents. In addition, such PRC citizens or residents must amend their SAFE registrations when the offshore special purpose company undergoes material events relating to increases or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. Since May 2007, SAFE has issued guidance to its local branches regarding the operational procedures for such registration, which provides more specific and stringent requirements on the registration relating to SAFE Circular 75. The guidance imposes obligations on onshore subsidiaries of the offshore special purpose company to coordinate with and supervise the beneficial owners of the offshore entity who are PRC citizens or residents to complete the SAFE registration process. If the beneficial owners fail to comply, the onshore subsidiaries are required to report the noncompliance to the local branch of SAFE.

        We are committed to complying, and to ensuring that our shareholders and beneficial owners who are PRC citizens or residents comply, with SAFE Circular 75 requirements. We understand that most of our PRC citizen or resident beneficial owners have completed initial registration with the local counterpart of SAFE in Beijing, and will apply for updated registration under SAFE Circular 75. The rest of our PRC shareholders and beneficial owners will also apply for foreign exchange registrations

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with the relevant local counterparts of SAFE under SAFE Circular 75. However, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE Circular 75 requirements. As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with and will in the future make or obtain any applicable registrations or approvals required by SAFE Circular 75 or other related regulations. Failure by such shareholders or beneficial owners to comply with SAFE Circular 75, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries' ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects. See "Risk Factors—Risks Relating to Doing Business in China—A failure by our shareholders or beneficial owners who are PRC citizens or residents in China to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which could adversely affect our business and financial condition."

Employee Stock Option Plans

        In December 2006, the People's Bank of China promulgated the Administrative Measures on Individual Foreign Exchange, or the Individual Foreign Exchange Regulations, setting forth the requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under the current account and the capital account. In January 2007, SAFE issued the implementation rules for the Individual Foreign Exchange Regulations which, among other things, specified the approval and registration requirement for certain capital account transactions such as a PRC citizen's participation in employee share ownership and share option plans of overseas listed companies.

        On March 28, 2007, SAFE promulgated the Operating Procedures on Administration of Foreign Exchange for PRC Individuals' Participation in Employee Share Ownership Plans and Employee Share Option Plans of Overseas Listed Companies, or the Share Option Rules. Under the Share Option Rules, PRC citizens who are granted shares or share options by an overseas-listed company according to its employee share option or share incentive plan are required, through the PRC subsidiary of such overseas-listed company or other qualified PRC agents, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan. In addition, the overseas-listed company or its PRC subsidiary or any other qualified PRC agent is required to appoint an asset manager or administrator and a custodian bank, and open special foreign currency accounts to handle transactions relating to the share option or other share incentive plan. Under the Foreign Currency Administration Rules, as amended, the foreign exchange proceeds of domestic entities and individuals can be remitted into China or deposited abroad, subject to the terms and conditions to be issued by SAFE. However, the implementation rules in respect of depositing the foreign exchange proceeds abroad have not been issued by SAFE. Currently, the foreign exchange proceeds from the sales of shares or dividends distributed by the overseas-listed company can be converted into RMB or transferred to such individuals' foreign exchange savings account after the proceeds have been remitted back to the special foreign currency account opened at the PRC domestic bank. If share options are exercised in a cashless exercise, the PRC domestic individuals are required to remit the proceeds to special foreign currency accounts. We and our PRC citizen employees who have been granted share options will be subject to these rules upon the listing and trading of our ADSs on the Nasdaq Global Market. See "Risk Factors—Risks Relating to Doing Business in China—A failure to comply with PRC regulations regarding the registration of shares and share options held by our employees who are PRC citizens may subject such employees or us to fines and legal or administrative sanctions."

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Regulation on Overseas Listings

        On August 8, 2006, six PRC regulatory agencies, including the CSRC, jointly promulgated the 2006 M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. Under the 2006 M&A Rules, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange.

        Although the application of the 2006 M&A Rules remains unclear to a certain extent, we believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that we are not required to obtain CSRC approval for the listing and trading of our ADSs on the Nasdaq Global Market. There remains some uncertainty as to how this regulation will be interpreted or implemented in the context of an overseas offering. If the CSRC or another PRC regulatory agency subsequently determines that approval is required for this offering, we may face sanctions by the CSRC or another PRC regulatory agency. See "Risk Factors—Risk Factors Relating to Doing Business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering. Any requirement to obtain prior CSRC approval could delay, or create uncertainties regarding, this offering, and our failure to obtain this approval, if required, could have a material adverse effect on our business, results of operations, reputation and trading price of our ADSs."

        The 2006 M&A Rules also establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. See "Risk Factors—Risks Factors Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

Regulation on Security Review System

        On February 3, 2011, the State Council promulgated the Security Review Rule, which provides, among other things, that merger and acquisition transactions by foreign investors of PRC enterprises in sensitive sectors or industries, such as Internet information services, may be subject to security review. Consequently, any such transaction may be blocked due to their impact on the national defense security, national economic stability, basic social life order, or capacity of indigenous research and development of key technologies. On August 25, 2011, the Ministry of Commerce promulgated the Regulations on Implementing the Security Review System in Mergers and Acquisition of Domestic Enterprises by Foreign Investors effective as of September 1, 2011, which, among other things, sets forth detailed provisions on how the security review of relevant transactions would be conducted, and provides for that foreign investors may not for any reason evade the security review process through entrustment, phased-in investment, leasing, loans and control agreement, and overseas transactions. We believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that the abovesaid security review regulations do not apply to the listing and trading of our ADSs on the Nasdaq Global Market, given that we do not conduct any merger or acquisition that would subject us to the requirements of the security review regulations. We may expand our business in part by acquiring complementary businesses which may be affected by the aforesaid regulations. See "Risk Factors—Risks Relating to Doing Business in China—PRC laws and regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China."

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Product Quality Law of China

        Pursuant to the Product Quality Law of China promulgated by the National People's Congress Standing Committee in 1993 and amended in 2000 and 2009 respectively, a seller must establish and practice a check-for-acceptance system for replenishment of his stock, and examine the quality certificates and other marks and must also adopt measures to keep the products for sale in good quality. Violation of the Product Quality Law of China may result in various penalties, including the imposition of fines, suspension of business operations, revocation of business licenses and criminal liabilities.

Consumer Protection Law

        The Consumer Protection Law of China, which was promulgated by the National People's Congress Standing Committee on October 31, 1993, and became effective on 1 January 1994, prescribes that businesses like ours must comply with laws and regulations in relation to personal safety and protection of property, and customers must be provided with truthful information on the goods and services. Consumers who suffer personal injury or property damage due to product defects may demand compensation from either the manufacturer or the seller.

Tort Liability Law

        Pursuant to the Tort Liability Law of China which was promulgated by the National People's Congress Standing Committee on December 30, 2009 and became effective on July 1, 2010, producers are liable for damages caused by defects in their products and sellers are liable for damages attributable to their fault. If the defects are caused by the fault of third parties such as the transporter or storekeeper, producers and sellers are entitled to claim for compensation from these third parties after paying the compensation amount. The producers and sellers are obligated to take remedial measures such as issuing warnings or recalling the products in a timely manner if defects are found in products that are in circulation. If the products are manufactured and sold with known defects that cause death or severe personal injury to others, the injured person has the right to claim punitive compensation.

Online Commodities Trading and Relevant Services Laws and Regulations

        Interim Measures for the Administration of Online Commodities Trading and Relevant Services was promulgated by the State Administration of Industry and Commerce on May 31, 2010 and became effective on July 1, 2010. This interim measure regulates online commodities trading and relevant services engaged in by online commodity vendors and online service providers like us. Pursuant to the interim measure, legal persons, other economic organizations or sole proprietors that have registered with the administrative department in charge of industry and commerce and obtained business licenses shall, when engaging in online commodities trading and relevant services, make available to the public the information stated in their business license or the link to their business license online at a conspicuous place on their homepages or the websites where their online stores are located. Violations of the foregoing provisions are subject to a warning and order to make rectifications within a specified time limit, and in case of failure to rectify the wrongdoing within the specified time limit, a fine of no more than RMB10,000 may be imposed.

Regulation on Property Lease

        In December 2010, the Ministry of Housing and Urban-Rural Development issued the Administrative Measures for Leasing of Commodity Housing effective as of February 1, 2011. According to the Administrative Measures for Leasing of Commodity Housing, the landlords and tenants are required to enter into lease contracts which must contain specified provisions, the floor

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area per tenant may not be less than the minimum living space stipulated by the local government where the building is located, no kitchens, lavatories, balconies or basement storerooms should be rented out as residence, and the lease contract should be registered with the relevant construction or property authorities at municipal or county level within 30 days after its conclusion. If the lease contract is extended or terminated or if there is any change to the registered items, the landlord and the tenant are required to effect alteration registration, extension of registration or deregistration with the relevant construction or property authorities within 30 days after the occurrence of the extension, termination or alteration. We lease all of the premises used for our offices pursuant to leasing agreements. Certain lessors have not been able to provide the relevant housing ownership certificates for the properties leased by us. We have only filed two of our leases of the properties for registration with the relevant government authorities, as required under PRC law. In addition, some of our leased premises were mortgaged by the owners before we entered into lease agreements with them. See "Risk Factors—Risks Relating to Our Business and Industry—Our legal right to lease certain properties could be challenged by property owners or other third parties, which may cause interruptions to our business operations."

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth certain information relating to our directors and executive officers upon closing of this offering. The business address of each of our directors and executive officers is Building No. 9, 1 Nongdananlu, Haidian District, Beijing, People's Republic of China.

Directors and Executive Officers	Age		Position/Title
Maodong Xu		43	Chairman of the Board of Directors, Chief Executive Officer
Wenjiang Chen		42	Director
Daniel Mingdong Wu		45	Director, Chief Financial Officer
Jianguang Wu		37	Director, Chief Technology Officer

        Mr. Maodong Xu has served as the chairman of our board of directors and the Chief Executive Officer since December 2010. Mr. Xu is the founder of L-Mobile Media Technology Co., Ltd., a leading wireless advertising service company in which Telstra acquired a majority stake in 2009. Between 2006 and 2008, Mr. Xu served as a senior vice president of Focus Media Limited after Focus Media acquired Dotad Media Limited, a China-based wireless advertising service provider founded by Mr. Xu in 2005. Mr. Xu was also the founder and CEO of Qilu Supermarket, one of the largest chain supermarkets in Shandong province in late 1990s. Mr. Xu received a bachelor's degree from Wuhan University of Technology in 1990.

        Ms. Wenjiang Chen has served as our non-executive director since May 2011. Since January 2006, Ms. Chen has been serving as the Partner of CDH Venture. From February 2001 to December 2005, she served as assistant vice president of Walden International Investment Group. From February 2000 to January 2001, Ms. Chen served as manager of the research department of China International Capital Corporation Limited. Prior to that, Ms. Chen was an investment manager of China Light Industry Fund from August 1993 to April 1998. Ms. Chen obtained a bachelor degree in International Economy from Renmin University of China in July 1992, and obtained a MBA degree from China Europe International Business School in December 1999.

        Mr. Daniel Mingdong Wu has served as our chief financial officer since January 2011. Mr. Daniel Wu has served as our director since August 4, 2011. Mr. Wu has served as a director of VanceInfo Limited since 2006. From 2009 to 2011, Mr. Wu served as a venture partner at SAIF Partners, a leading private equity firm in China. Mr. Wu served as the chief financial officer of Focus Media Limited, China's largest digital media group, between 2005 and 2009. Mr. Wu served as the chief financial officer of Harbor Networks Limited in 2004. Prior to that, he worked in media and technology investment banking in New York and Hong Kong for Merrill Lynch & Co., Inc. and Lehman Brothers Holdings Inc. Mr. Wu received a MBA degree from Columbia Business School in 1996 and a bachelor's degree (summa cum laude) from State University of New York at Buffalo in 1988.

        Mr. Jianguang Wu has served as our Chief Technology Officer since September 2011. Between 2008 and 2011, he served as the Executive Vice President of L-Mobile Media Technology Co., Ltd. Between 2007 and 2008, Mr. Wu served as the Executive Vice President of Focus Media Limited. In 2005, Mr. Wu founded Beijing Mingzhi Unlimited Information Technology Co., Ltd., and served as the Chief Technology Officer till 2007. In 2004, Mr. Wu founded Beijing eTone Infotech Co., Ltd., and served as the Chief Technology Officer till 2005. Mr. Wu received a bachelor's degree from Beijing Union University School of Information Engineering in 2000.

Duties of Directors

        Under Cayman Islands law, our directors have a statutory duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and

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skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our                amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

        The functions and powers of our board of directors include, among others:

•

convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

•

issuing authorized but unissued shares;

•

declaring dividends and distributions;

•

exercising the borrowing powers of our company and mortgaging the property of our company;

•

approving the transfer of shares of our company, including the registering of such shares; and

•

exercising any other powers conferred by the shareholders' meetings or under our        amended and restated memorandum and articles of association.

Terms of Directors and Executive Officers

        We will initially have                directors,                 of whom will be independent directors, on our board of directors upon the closing of this offering. Any director on our board may be removed by way of an ordinary resolution of shareholders. Any vacancies on our board of directors or additions to the existing board of directors can be filled by the affirmative vote of a majority of the remaining directors. All of our directors hold office until the next annual general meeting of shareholders or until their successors have been duly elected and qualified. Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by our board of directors, in which case such director holds office until the next following annual shareholders meeting.

        All of our executive officers are appointed by and serve at the discretion of our board of directors. Our executive officers are elected by and may be removed by a majority vote of our board of directors.

Board Committees

        Our board of directors will establish an audit committee and a compensation committee.

Audit Committee

        Our audit committee will initially consist of                ,                 and                .                 will be the chairman of our audit committee.                satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.                and                 satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350 and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering.

        The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

•

selecting the independent auditor;

•

pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

•

annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures, any material issues raised by the most recent internal quality control

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review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

•

setting clear hiring policies for employees and former employees of the independent auditors;

•

reviewing with the independent auditor any audit problems or difficulties and management's response;

•

reviewing and approving all related party transactions on an ongoing basis;

•

reviewing and discussing the annual audited financial statements with management and the independent auditor;

•

reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

•

reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

•

discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

•

reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

•

discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

•

timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

•

establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•

annually reviewing and reassessing the adequacy of our audit committee charter;

•

such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•

meeting separately, periodically, with management, internal auditors and the independent auditor; and

•

reporting regularly to the full board of directors.

Compensation Committee

        Our compensation committee will initially consist of        ,        , and        .        is the chairman of our compensation committee.        and        satisfy the requirements for an "independent director" within the meaning of Nasdaq Marketplace Rule 4350.

        Our compensation committee is responsible for, among other things:

•

reviewing and approving our overall compensation policies;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors, and determining our Chief Executive Officer's compensation level based on this evaluation;

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•

determining the compensation level of our other executive officers;

•

making recommendations to the board of directors with respect to our incentive-compensation plan and equity-based compensation plans;

•

administering our equity-based compensation plans in accordance with the terms thereof; and

•

such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Corporate Governance

        Our board of directors has adopted a code of ethics, which is applicable to our senior executive and financial officers. In addition, our board of directors has adopted a code of conduct, which is applicable to all of our directors, officers and employees. We will make our code of ethics and our code of conduct publicly available on our website.

        In addition, our board of directors has adopted a set of corporate governance guidelines. The guidelines reflect certain guiding principles with respect to our board's structure, procedures and committees. The guidelines are not intended to change or interpret any law, or our        amended and restated memorandum and articles of association.

Remuneration and Borrowing

        [The directors may determine remuneration to be paid to the directors. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whether outright or as security for any debt obligations of our company or of any third party.]

Qualification

        [There is no requirement for our directors to own any shares in our company in order for them to qualify as a director.]

Employment Agreements

        We have entered into employment agreements with each of our executive officers. We may terminate an executive officer's employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including, but not limited to, a conviction or plea of guilty to a felony, willful misconduct to our detriment or a failure to perform agreed duties. We may also terminate an executive officer's employment under certain conditions, including, but not limited to, incapacity or disability of the officer, by a one-month prior written notice. An executive officer may terminate his or her employment with us for cause, at any time for certain reasons, or by a one-month prior written notice.

        Our executive officers have also agreed not to engage in any activities that compete with us, or to directly or indirect solicit the services of our employees, during employment or for a period of two years after termination of employment. Each executive officer has agreed to hold in strict confidence any confidential information or trade secrets of our company. Each executive officer also agrees to comply with all material applicable laws and regulations related to his or her responsibilities at our company as well as all material corporate and business policies and procedures of our company.

Compensation of Directors and Executive Officers

Share Incentive Plan

        We have adopted our 2011 share incentive plan to attract and retain the best available personnel, provide additional incentives to our employees, directors and consultants, and promote the success of

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our business. The 2011 share incentive plan provides for the grant of options, restricted shares and other share-based awards, collectively referred to as "awards." Our board of directors has authorized the issuance of ordinary shares of up to 10% of the issued and outstanding share capital of our company from time to time.

        Plan Administration.    Our compensation committee, or prior to such committee's formation, our board of directors, will administer the 2011 share incentive plan. The committee or the full board of directors, as appropriate, will determine the participants to receive awards, the type and number of awards to be granted, and the terms and conditions of each award grant.

        Award Agreements.    Awards granted under our 2011 share incentive plan are evidenced by an award agreement that sets forth the terms, conditions and limitations for each grant, which may include the term of the award, the provisions applicable in the event that the grantee's employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Unless specifically approved by our board of directors, the purchase price per share of an option shall not be less than 100% of the fair market value of the shares on the date of grant.

        Transfer Restrictions.    The right of a grantee in an award granted under our 2011 share incentive plan may not be transferred in any manner by the grantee other than by will or the laws of descent and, with limited exceptions, may be exercised during the lifetime of the grantee only by the grantee.

        Option Exercise.    The term of options granted under the 2011 share incentive plan may not exceed five years from the date of grant. The consideration to be paid for our ordinary shares upon exercise of an option or purchase of ordinary shares underlying the option may include cash, check or other cash-equivalent, ordinary shares, consideration received by us in a cashless exercise, or any combination of the foregoing methods of payment.

        Acceleration upon a Change of Control.    If a change of control of our company occurs, (i) the compensation committee may determine that any outstanding unexercisable, unvested or lapsable awards shall automatically be deemed exercisable, vested and not subject to lapse immediately prior to the event triggering the change of control and (ii) the compensation committee may cancel such awards for fair value, provide for the issuance of substitute awards or provide that for a period of at least 15 days prior to the event triggering the change of control, such options shall be exercisable and that upon the occurrence of the change of control, such options shall terminate and be of no further force and effect.

        Termination and Amendment.    Unless terminated earlier, our share incentive plan will expire after five years. Our board of directors has the authority to amend or terminate our share incentive plan subject to shareholder approval to the extent necessary to comply with applicable laws. Shareholders' approval is required for any amendment to the 2011 share incentive plan that (i) increases the number of ordinary shares available under the 2011 share incentive plan or changes the maximum number of shares for which awards may be granted to any participant, or (ii) diminishes any of the rights of the participant under any award previously granted to such participant under the plan without such participant's consent.

        The table below sets forth, as of the date of the prospectus, the options that we granted to our employees and certain non-employee consultants under our 2011 share incentive plan:

Name	Options Outstanding		Exercise Price or Purchase Price (US$/Share)		Date of Grant		Date of Expiration
Directors and executive officers as a group		—		—		—		—
Other individuals as a group		14,978,170 7,062,600 7,849,144		0.4 1.0 1.0		February 1, 2011 July 1, 2011 July 25, 2011		January 31, 2016 June 30, 2016 July 24, 2016
Total		29,889,914

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information as of the date of this prospectus with respect to the beneficial ownership of our ordinary shares, by:

•

each person known to us to own beneficially more than 5.0% of our ordinary shares; and

•

each of our directors and executive officers.

        Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The percentage of beneficial ownership for each of the persons listed below is determined by dividing (i) the number of ordinary shares beneficially owned by such person, including ordinary shares such person has the right to acquire within 60 days after the date of this prospectus, by (ii) the total number of ordinary shares outstanding plus the number of ordinary shares such person has the right to acquire within 60 days after the date of this prospectus. The total number of ordinary shares outstanding as of the date of this prospectus is 380,715,708, assuming the conversion of all outstanding Series A-1 and Series A-2 Preferred Shares into ordinary shares at a conversion ratio of one preferred share to one ordinary share. The total number of ordinary shares outstanding after completion of this offering will be                , assuming no change in the number of ADSs offered by us as set forth on the cover page of this prospectus. The underwriters may choose to exercise the over-allotment option in full, in part or not at all.

	Shares Beneficially Owned Prior to This Offering					Shares Beneficially Owned After This Offering
	Number		Percent			Number	Percent
Directors and Executive Officers*:
Maodong Xu(1)		236,246,050		62.1	%
Wenjiang Chen		—		—
Daniel Mingdong Wu(2)		13,175,050		3.5	%
Jianguang Wu(3)		18,115,693		4.8	%
Principal Shareholders:
CDH Barley Limited(4)		30,803,678		8.1	%
Tianyou Investment Limited(5)		24,117,578		6.3	%

*

The address of our directors and executive officers is 108 Yi Beiyuan Road, North America Business Center, Beijing 100012, China.

(1)

representing (i) 11,286,619 ordinary shares owned by Link Crossing Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands, (ii) 10,140,342 ordinary shares owned by Milky Way Development Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands and (iii) 214,819,089 ordinary shares owned by New Field Worldwide Limited, a BVI company wholly owned by Maodong Xu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(2)

representing 13,175,050 ordinary shares owned by Mountain Peak Enterprises Limited, a BVI company wholly owned by Daniel Mingdong Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

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(3)

representing 18,115,693 ordinary shares owned by Jade Investments Ventures Limited, a BVI company wholly owned by Jianguang Wu, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(4)

representing 30,803,678 ordinary shares issuable upon conversion of 30,803,678 Series A-2 preferred shares owned by CDH Barley Limited, a British Virgin Islands company 100% beneficially owned by CDH Venture Partners II, L.P. CDH Venture GP II Company Limited, a Cayman Islands exempted limited liability company, is the general partner of CDH Venture Partners II, L.P. and has the power to direct CDH Venture Partners II, L.P. as to the voting and disposition of shares directly and indirectly held by CDH Venture Partners II, L.P. Ms. Chen Wenjiang is a member of the investment committee of CDH Venture GP II Company Limited. Ms. Chen Wenjiang disclaims beneficial ownership of any of the shares held by CDH Barley Limited except to the extent of her pecuniary interest therein. The mailing address of CDH Barley Limited is Kingston Chambers, P.O. Box 173, Road Town, British Virgin Islands.

(5)

including 16,194,332 ordinary shares and 7,923,246 ordinary shares issuable upon conversion of 7,923,246 Series A-2 Preferred shares owned by Tianyou Investment Limited, a BVI company wholly owned by Yongming Zhang, the registered address of which is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

        As of the date of this prospectus, no ordinary share is held by record holder resident in the United States. Except as stated in the footnotes to the table above, we are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.

        None of our existing shareholders has voting rights that will differ from the voting rights of other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Contractual Arrangements with Our Consolidated Affiliated Entities and Their Shareholders

        Due to certain restrictions under PRC law on foreign ownership of businesses engaged in Internet businesses, we conduct our operations in China principally through contractual arrangements among our wholly-owned PRC subsidiary, Wowo Shi Jie, our consolidated affiliated entities in China, Beijing Wowo Tuan, Kai Yi Shi Dai, and Yi You Bao and their subsidiaries and shareholders. For a description of these contractual arrangements, see "Our History and Corporate Structure."

Related Party Loans and Other Payments

        Since our inception on March 20, 2010, we had the following transactions with our related parties:

        Mr. Yuming Wang, a former shareholder of Beijing Wowo Tuan, owed us RMB1.9 million (US$0.3 million) as of September 30, 2011 in connection with certain cash payment collected by Mr. Wang on behalf of Beijing Wowo Tuan before the acquisition of Beijing Wowo Tuan by Maodong Xu and Fang Zhou on December 31, 2010. During such time, the business of Beijing Wowo Tuan was very small, and no formal third party payment accounts such as Alipay account was opened under Beijing Wowo Tuan's name. Pursuant to an oral agreement, Beijing Wowo Tuan used Mr. Yuming Wang's personal Alipay account to collect payment from subscribers. Mr. Yuming Wang stopped collecting payment on behalf of Beijing Wowo Tuan after December 31, 2010. Beijing Wowo Tuan continued to use Mr. Yuming Wang's personal Alipay account to make certain refunds to subscribers for Wowo Coupons until June 2011. We do not expect to enter into similar transaction with Mr. Yuming Wang going forward. The largest amount outstanding of this loan was RMB1.9 million (US$0.3 million). The amount was repaid in full to us in October 2011.

        As of December 31, 2010, Beijing Baifen Tonglian Information Technology Co., Ltd., or Lmobile, a company controlled by our chairman Mr. Maodong Xu, owed us RMB1.2 million (US$0.2 million) in connection with cash collected by Lmobile on behalf of Beijing Wowo Tuan. On December 31, 2010, as no formal third party payment accounts was opened under Beijing Wowo Tuan, pursuant to an oral agreement Beijing Wowo Tuan used one of Lmobile's Alipay accounts to collect payments from subscribers in the amount of RMB1.2 million (US$0.2 million). The largest amount outstanding was RMB1.2 million (US$0.2 million). This amount was repaid in full by Lmobile in January 2011 and no similar transaction was entered into between us and Lmobile afterwards. We do not expect to enter into similar transaction with Lmobile going forward.

        As of September 30, 2011, we owed Lmobile US$31,721 in connection with the short message services Lmobile provided to us for the notifications we sent to our subscribers through such services pursuant to two agency agreements. The agency agreements were entered into at arm's-length and Lmobile charges us for each short message at a market price. The largest amount outstanding was US$31,721.

        We owed Beijing Baifen Online Information Technology Co., Ltd., or Baifen Online, a company controlled by our chairman and chief executive officer, Mr. Maodong Xu, RMB1.5 million (US$0.2 million) in February 2011 in connection with rental fee paid by Baifen Online on behalf of Beijing Wowo Tuan. Beijing Wowo Tuan rented the office space in the same building as Baifen Online in February 2011 during which period the Company's paid-in capital was being verified by the relevant authority and could not be used for operational purposes. Pursuant to an oral agreement, Baifen Online made a one-time payment of the rental fee on behalf of Beijing Wowo Tuan as a lump sum together with its own rental fee to the lessor. The largest amount outstanding of this loan was RMB1.5 million (US$0.2 million). We repaid the loan in full in July, 2011. We do not expect to enter into similar transaction with Baifen Online going forward.

        All the amount due from/to related parties are unsecured, non-interest bearing and payable on demand.

Employment Agreements

        See "Management—Employment Agreements."

Share Options

        See "Management—Compensation of Directors and Executive Officers—Share Incentive Plan."

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DESCRIPTION OF SHARE CAPITAL

        We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, and the Companies Law (2010 Revision), as amended, of the Cayman Islands, which is referred to as the Companies Law below.

        As of the date of this prospectus, our authorized share capital was US$            consisting of US$            divided into            shares of par value of US$0.01 each, comprised of            ordinary shares,            Series A-1 Preferred Shares and            Series A-2 Preferred Shares. As of the date of this prospectus, there were             ordinary shares issued and outstanding. Upon the completion of this offering, we will have            ordinary shares issued and outstanding. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will consist of ordinary shares with a par value of US$            each and            preferred shares with a par value of US$            each.

        Our            amended and restated memorandum and articles of association will become effective upon completion of this offering. The following are summaries of material provisions of our            amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Ordinary Shares

General

        All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our            amended and restated memorandum and articles of association do not permit us to issue bearer shares.

Dividends

        The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Law and to the            amended and restated articles of association.

Voting Rights

        Each ordinary share is entitled to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

        An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of at least two-thirds of votes cast attached to the ordinary shares. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association.

Transfer of Ordinary Shares

        Subject to the restrictions contained in our            amended and restated articles of association, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

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        Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•

the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

•

the instrument of transfer is in respect of only one class of ordinary shares;

•

the instrument of transfer is properly stamped, if required;

•

the ordinary shares transferred are fully paid and free of any lien in favor of us;

•

any fee related to the transfer has been paid to us; and

•

the transfer is not to more than four joint holders.

        If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

Register of Members

        Under the Companies Law, each company shall cause to be kept a register of members and there shall be entered therein

•

the names and addresses of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, the amount paid, or agreed to be considered as paid, on the shares of each member;

•

the date on which the name of any person was entered on the register as a member; and

•

the date on which any person ceased to be a member.

        Any company making default with the above requirement shall incur a penalty of ten Cayman dollars for every day during which the default continues; and every director or manager of the company who knowingly and willfully authorizes or permits such contravention shall incur the like penalty.

        If the name of any person is, without sufficient cause, entered in or omitted from the register of members of any company, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved or any member of the company or the company itself may, by motion to the Grand Court of the Cayman Islands, apply for an order that the register be rectified, and the Grand Court may either refuse such application with or without costs to be paid by the applicant or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sustained. The Grand Court may decide any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally, the Grand Court may, in any such proceeding, decide any question that it may be necessary or expedient to decide for the rectification of the register.

        We will perform the procedures necessary to register the shares in our register of members as required under the Companies Law and our            amended and restated articles of association. The depositary will initially be included in our register of members as the only holder of the ordinary shares underlying the ADSs in this offering. The shares underlying the ADSs are validly issued, fully paid and non-assessable (meaning that no further sums are payable to the Company on the said shares). The

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entry of the name of a person in our register of members as a holder of our share is prima facie evidence that legal title in the share vests in that person.

Liquidation

        On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

        Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

        Subject to the provisions of the Companies Law and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variations of Rights of Shares

        If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

General Meetings of Shareholders

        [Shareholders' meetings may be convened by a majority of our board of directors or our chairman. Additionally, on the requisition of shareholders representing not less than [40]% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting.] Advance notice of at least ten days is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Election and Removal of Directors

        Unless otherwise determined by the company in the general meeting, our            amended and restated articles of association provide that our board will consist of not less than three directors. There are no provisions relating to retirement of directors upon reaching any age limit.

        The directors have the power to appoint any person as a director either to fill a casual vacancy on the board or, subject to authorization by the members in the general meeting, as an addition to the existing board, but so that the number of directors so appointed will not exceed any maximum number determined from time to time by the members in general meeting.

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        Our            amended and restated articles of association provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum are appointed by shareholders by a simple majority of the votes cast on the resolution.

        A director may be removed with or without cause by a shareholder resolution which has been passed by at least a simple majority of the votes cast by the shareholders having a right to attend and vote at such meeting provided that notice of the shareholders' meeting convened to remove the director is given to the director. The notice must contain a statement of the intention to remove the director and must be served on the director not less than ten days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

Proceedings of Board of Directors

        Our            amended and restated articles of association provide that our business is to be managed and conducted by our board of directors. The quorum necessary for the board meeting may be fixed by the board and, unless so fixed at another number, will be a majority of the directors.

        Our articles provide that the board may from time to time at its discretion exercise all powers of the company to raise or borrow money, to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the company and, subject to the Companies Law, issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Inspection of Books and Records

        [Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our            amended and restated articles of association provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See "Where You Can Find More Information."]

Changes in Capital

        We may from time to time by ordinary resolution:

•

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

•

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

•

sub-divide our existing shares, or any of them into shares of a smaller amount; or

•

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

        We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

History of Securities Issuances

        The following is a summary of the securities issuances of Wowo Group Limited in the past and have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares.

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Ordinary Shares

        On March 8, 2011, Wowo Group Limited issued 16,194,332 ordinary shares to Mr. Yongming Zhang, for total consideration of US$8,006,085 in cash.

Preferred Shares

        On April 3, 2011, Wowo Group Limited issued 5,489,604 Series A-1 Preferred Shares to Zero2IPO China Fund II L.P., for total consideration of US$5,000,000 in cash.

        On May 25, 2011 and June 8, 2011, Wowo Group Limited issued 30,803,678 and 2,053,579 Series A-2 Preferred Shares to CDH Barley Limited and Zero2IPO China Fund II L.P., respectively, for total consideration of US$30,000,000 and US$2,000,000 in cash, respectively.

        On July 5, 2011, Wowo Group Limited issued 7,923,246, 5,133,946, 4,398,225, and 1,026,789 Series A-2 Preferred Shares to Mr. Yongming Zhang, Besto Holdings Limited, Mr. Xiangqing Lin and Mr. David Tse Young Chou, respectively, for total consideration of US$7,716,526, US$5,000,000, US$4,283,474, and US$1,000,000 in cash, respectively.

Option granted

        As of September 30, 2011, We have granted to certain of our directors, officers, employees and non-employee consultants options to purchase an aggregate of 29,889,914 ordinary shares. See "Management—Share Incentive Plan."

Exempted Company

        We are an exempted company with limited liability under the Companies Law of the Cayman Islands. The Companies Law in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

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an exempted company's register of members is not open to inspection;

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an exempted company does not have to hold an annual general meeting;

•

an exempted company may issue no par value, negotiable or bearer shares;

•

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

•

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•

an exempted company may register as a limited duration company; and

•

an exempted company may register as a segregated portfolio company.

        "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this prospectus, we currently intend to comply with the Nasdaq Listing Rules in lieu of following home country practice after the closing of this offering. The Nasdaq

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Listing Rules require that every company listed on the Nasdaq Global Market hold an annual general meeting of shareholders. In addition, our            amended and restated articles of association allow directors to call an extraordinary general meeting of shareholders pursuant to the procedures set forth in our            amended and restated articles of association.

Differences in Corporate Law

        The Companies Law is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States.

Mergers and Similar Arrangements

        A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the shareholders and (b) such other authorization, if any, as may be specified in such constituent company's articles of association.

        A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

        The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

        Save in certain circumstances, a dissenting shareholder of a Cayman constituent company is entitled to payment of the fair value of his or her shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

        In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors (representing 75% by value) with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

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the statutory provisions as to the required majority vote have been met;

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the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

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the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

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        When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

        If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders' Suits

        In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

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a company acts or proposes to act illegally or ultra vires;

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the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

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those who control the company are perpetrating a "fraud on the minority."

Indemnification of Directors and Executive Officers and Limitation of Liability

        Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our            amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our            amended and restated memorandum and articles of association.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

        Some provisions of our                amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

        However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

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Directors' Fiduciary Duties

        Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

        As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Proposals

        Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

        There are no statutory requirements under Cayman Islands law allowing our shareholders to requisition a shareholders' meeting. However, under our                amended and restated articles of association, on the requisition of shareholders representing not less than 40% of the voting rights entitled to vote at general meetings, the board shall convene an extraordinary general meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders' annual general meetings. However, our                amended and restated articles of association require us to call such meetings every year.

Cumulative Voting

        Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative

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voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. As permitted under Cayman Islands law, our                amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

        Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our                amended and restated articles of association, directors may be removed by ordinary resolution.

Transactions with Interested Shareholders

        The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

        Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

        Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

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        Under the Companies Law of the Cayman Islands and our                amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting.

Variation of Rights of Shares

        Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our                amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendment of Governing Documents

        Under the Delaware General Corporation Law, a corporation's certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. As permitted by Cayman Islands law, our                amended and restated memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders.

Rights of Non-Resident or Foreign Shareholders

        There are no limitations imposed by our                amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our                amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors' Power to Issue Shares

        Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

Registration Rights Under Investors' Rights Agreement

        Pursuant to our shareholders' agreement entered into in June 2011, we have granted certain registration rights to holders of our registrable securities, which include our Series A-1 and A-2 preferred shares and ordinary shares convertible from our preferred shares. Set forth below is a description of the registration rights granted under this agreement.

        Demand Registration Rights.    Holders of at least 20% of the registrable securities then outstanding have the right to demand that we file a registration statement covering the offer and sale of their securities. We, however, are not obligated to effect a demand registration if, among other things, we have already effected three demand registrations. We have the right to defer filing of a registration statement for up to 90 days upon reception of request from the initiating holders if our board of directors determine in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Piggyback Registration Rights.    If we propose to file a registration statement in connection with a public offering of securities of our company other than relating to any employee benefit plan or

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corporate reorganization, then we must offer each holder of the registrable securities the opportunity to include all or any part of their shares in the registration statement. We must use our reasonable best efforts to cause the underwriters in any underwritten offering to permit any such shareholder who so requests to include their shares. Such requests for registrations are not counted as demand registrations.

        Form F-3 Registration Rights.    When we are eligible for use of Form F-3, holders of at least 20% of the registrable securities then outstanding have the right to request in written form that we file a registration statement under Form F-3. We, however, are not obligated to effect a registration on Form F-3 if, among other things, we have already effected a registration within any six-month period preceding the date of the registration request. We have the right to defer filing of a registration statement for up to 90 days upon receipt of request from the initiating holders if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve-month period.

        Expenses of Registration.    We will pay all expenses relating to any demand, piggyback or Form F-3 registration, except for underwriting discounts and commissions relating to the sale of registrable securities, unless, subject to a few exceptions, a registration request is subsequently withdrawn at the request of the holders of registrable securities.

        Termination of Our Obligation.    Notwithstanding the foregoing, we will have no obligations to effect the demand registration, piggyback registration and Form F-3 registration with respect to any registrable securities proposed to be sold by a holder of registrable securities in a registered public offering (1) two years after the consummation of a qualified initial public offering, or (2) if, in the opinion of our counsel, all such registrable securities proposed to be sold by a holder may then be sold without registration in any 90 day period pursuant to Rule 144 under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

        Citibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at 388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.—Hong Kong, located at 10/F, Harbour Front (II), 22, Tak Fung Street, Hung Hom, Kowloon, Hong Kong.

        We appoint Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov).

        We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The first paragraph under "—Issuance of ADSs Upon Deposit of ordinary shares describe matters that may be relevant to the ownership of the ADSs sold in this offering but that may not be contained in the deposit agreement.

        Each ADS represents the right to receive            ordinary shares on deposit with the custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations.

        If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States.

        In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on behalf of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.

        As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system", or DRS). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs

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through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at the relevant time.

Dividends and Distributions

        As a holder, you generally have the right to receive the distributions we make on the securities deposited with the custodian bank. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date.

Distributions of Cash

        Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to the Cayman Islands laws and regulations.

        The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in respect of securities on deposit.

        The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.

Distributions of Shares

        Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.

        The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.

        No such distribution of new ADSs will be made if it would violate a law (i.e., the U.S. securities laws) or if it is not operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.

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Distributions of Rights

        Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

        The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of ADSs.

        The depositary will not distribute the rights to you if:

•

We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

•

We fail to deliver satisfactory documents to the depositary; or

•

It is not reasonably practicable to distribute the rights.

        The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to lapse.

Elective Distributions

        Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

        The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or additional ADSs, in each case as described in the deposit agreement.

        If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a holder of ordinary shares would receive upon failing to make an election, as more fully described in the deposit agreement.

Other Distributions

        Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase additional ordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

        If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

        The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.

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        The depositary will not distribute the property to you and will sell the property if:

•

We do not request that the property be distributed to you or if we ask that the property not be distributed to you; or

•

We do not deliver satisfactory documents to the depositary; or

•

The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.

Redemption

        Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is reasonably practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders.

        The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary may determine.

Changes Affecting Ordinary Shares

        The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up, cancellation, consolidation or reclassification of such ordinary shares or a recapitalization, reorganization, merger, consolidation or sale of assets.

        If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash distribution.

Issuance of ADSs Upon Deposit of Ordinary Shares

        Upon the completion of this offering, the ordinary shares that are being offered for sale pursuant to this prospectus will be deposited by us with the custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in this prospectus.

        After the completion of this offering, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be limited by U.S. and the Cayman Islands legal considerations applicable at the time of deposit.

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        The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.

        When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be deemed to represent and warrant that:

•

The ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

•

All preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised.

•

You are duly authorized to deposit the ordinary shares.

•

The ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the deposit agreement).

•

The ordinary shares presented for deposit have not been stripped of any rights or entitlements.

        If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all actions necessary to correct the consequences of the misrepresentations.

Transfer, Combination and Split Up of ADRs

        As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

•

ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;

•

provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

•

provide any transfer stamps required by the State of New York or the United States; and

•

pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

        To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Shares Upon Cancellation of ADSs

        As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares may be limited by U.S. and Cayman Islands legal considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

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        If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.

        You will have the right to withdraw the securities represented by your ADSs at any time except for:

•

Temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

•

Obligations to pay fees, taxes and similar charges.

•

Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

        The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions of law.

Voting Rights

        As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary shares represented by your ADSs. For description of the voting rights of holders of ordinary shares, see "Description of Share Capital—Voting Rights."

        At our request, the depositary will distribute to you (by mail or, if you have designated such means as acceptable, e-mail) any notice of shareholders' meeting received from us together with information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.

        If the depositary bank timely receives voting instructions from a holder of ADSs, (normally 3-5 days before the date of the shareholders' meeting), it will endeavor to vote the securities (in person or by proxy or electronically) represented by the holder's ADSs in accordance with such voting instructions.

        Please note that the ability of the depositary bank to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary bank in a timely manner. Securities for which no voting instructions have been received will not be voted.

        If the depositary bank does not receive your voting instructions in a timely manner (normally 3-5 days before the date of the shareholders' meeting) you will nevertheless be treated as having instructed the depositary bank to give a proxy to a person we designate to vote the ordinary shares represented by your ADSs in his/her discretion. The depositary bank will deliver such discretionary proxy only if:

•

we confirm that we wish the depositary bank to issue such discretionary proxy;

•

we designate the person who is to receive such discretionary proxy;

•

we certify that the matters to be considered at the shareholders meeting do not adversely affect the rights of shareholders;

•

we certify that there exists no substantial opposition to such matters;

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•

we deliver a satisfactory opinion of counsel providing legal comfort under Cayman Islands laws on the subject of the discretionary proxy;

•

voting at the meeting is not made on a show of hands basis; and

•

we certify that we have timely distributed materials to holders of ADSs.

Fees and Charges

        As an ADS holder, you will be required to pay the following service fees to the depositary:

Service	Fees
•       Issuance of ADSs	Up to US$0.05 per ADS issued
•       Cancellation of ADSs	Up to US$0.05 per ADS canceled
•       Distribution of cash dividends or other cash distributions	Up to US$0.05 per ADS held
•       Distribution of ADSs pursuant to stock dividends, free stock distributions or exercise of rights	Up to US$0.05 per ADS held
•       Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
•       Depositary Services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary
•       Transfer of ADRs	US$1.50 per certificate presented for transfer

        As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

•

Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).

•

Expenses incurred for converting foreign currency into U.S. dollars.

•

Expenses for cable, telex and fax transmissions and for delivery of securities.

•

Taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit).

•

Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

        Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

        The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct

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registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients' ADSs in DTC accounts in turn charge their clients' accounts the amount of the fees paid to the depositary banks.

        In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

        Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

        The depositary bank may reimburse us for certain expenses incurred by us in respect of the ADR program established pursuant to the deposit agreement, by making available a portion of the depositary fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary may agree from time to time.

Amendments and Termination

        We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders [30] days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance with applicable provisions of law.

        You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by your ADSs (except as permitted by law).

        We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

        After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses).

Books of Depositary

        The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement.

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        The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.

Limitations on Obligations and Liabilities

        The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:

•

We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or bad faith.

•

The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

•

The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice.

•

We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement.

•

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

•

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for the deposit agreement or in our memorandum and articles of association or in any provisions of or governing the securities on deposit.

•

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

•

We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit which is made available to holders of [ordinary shares] but is not, under the terms of the deposit agreement, made available to you.

•

We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties.

•

We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the deposit agreement.

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Pre-Release Transactions

        Subject to the terms and conditions of the deposit agreement, the depositary may issue to broker/dealers ADSs before receiving a deposit of ordinary shares. These transactions are commonly referred to as "pre-release transactions," and are entered into between the depositary and the applicable broker/dealer. The deposit agreement limits the aggregate size of pre-release transactions (not to exceed 30% of the shares on deposit in the aggregate) and imposes a number of conditions on such transactions (i.e., the need to receive collateral, the type of collateral required, the representations required from brokers, etc.). The depositary may retain the compensation received from the pre-release transactions.

Taxes

        You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do not cover the taxes that are due.

        The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

        The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.

        If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

•

Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.

•

Distribute the foreign currency to holders for whom the distribution is lawful and practical.

•

Hold the foreign currency (without liability for interest) for the applicable holders.

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SHARES ELIGIBLE FOR FUTURE SALE

        Upon closing of this offering, we will have        ADSs outstanding representing approximately      % of our ordinary shares. All of the ADSs sold in this offering and the ordinary shares they represent will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an "affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

        Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or ADSs, and while our application has been made to list our ADSs on the Nasdaq Global Market, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by ADSs.

Lock-up Agreements

        We, our directors, executive officers, existing shareholders and certain option holders have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or our other existing shareholders or certain option holders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

        All of our ordinary shares outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

        In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

•

1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately       shares immediately after this offering, or        shares if the underwriters exercise in full their option to purchase additional ADSs; and

•

the average weekly trading volume of our ADSs on the Nasdaq Global Market during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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        Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of such a sale. Pursuant to Rule 144, the 226,105,708 ordinary shares owned by Maodong Xu and an aggregate of 23,315,392 ordinary shares owned by members of our management cannot be sold without registration under the Security Act before January 11, 2012 and January 19, 2012, respectively.

        Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act. Pursuant to Rule 144, the 30,803,678 ordinary shares owned by CDH Barley Limited and the 7,923,246 ordinary shares owned by Yongming Zhang on an as-converted basis may not be sold without registration under the Security Act before December 17, 2011 and January 7, 2012, respectively.

Rule 701

        Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

        Upon closing of this offering, the holders of        of our ordinary shares or their transferees will be entitled to request that we register their ordinary shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Registration Rights Under Investors' Rights Agreement."

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TAXATION

The following is a general summary of the material Cayman Islands, People's Republic of China and U.S. federal income tax consequences relevant to an investment in our ADSs and ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and ordinary shares.

Cayman Islands Taxation

        The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs and ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

        Pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Council:

        (1)   that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

        (2)   that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.

        The undertaking for us is for a period of twenty years from                .

People's Republic of China Taxation

        We are a holding company incorporated in the Cayman Islands and our only source of income is dividends from our Hong Kong subsidiary which originated from our PRC subsidiary. The New EIT Law and the Implementation Rules, both of which became effective on January 1, 2008, provide that China-sourced income of foreign enterprises, such as dividends paid by a PRC subsidiary to its foreign investor, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. To be eligible for treaty benefits, the recipient of income must be its beneficial owner. The State Administration of Taxation promulgated Circular 601, which provides guidance for determining whether a resident of a contracting state is the "beneficial owner" of an item of income under China's tax treaties and tax arrangements. According to Circular 601 a beneficial owner generally must be engaged in substantive business activities. An agent or conduit company will not be regarded as a beneficial owner and, therefore, will not qualify for treaty benefits. The conduit company normally refers to a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits. Therefore, there is no assurance whether our Hong Kong subsidiary will be eligible for the treaty benefits in respect of the dividends paid by our PRC subsidiary under the tax treaty between Hong Kong and the PRC.

        Under the New EIT Law, enterprises established under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered to be PRC resident

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enterprises for tax purposes. If we are considered a PRC resident enterprise under the above definition and if dividends from Wowo Shi Jie are not excluded from our taxable income, then our global income will be subject to PRC enterprise income tax at the rate of 25%. See "Risk Factors—Risks Relating to Doing Business in China—Under the PRC enterprise income tax law, we may be classified as a "resident enterprise" of China. Such classification may result in unfavorable tax consequences to us and our non-PRC shareholders."

        The Implementation Rules provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC, or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how "domicile" may be interpreted under the New EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered to be a PRC resident enterprise for tax purposes, any dividends we pay to our overseas corporate shareholders or ADS holders as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result subject to PRC tax at a rate of up to 10% (20% in the case of individuals), subject to the provisions of any applicable tax treaty. Generally, under the income tax treaty between the PRC and the United States, dividends paid by a PRC enterprise to its U.S. shareholders or ADS holders will be subject to withholding tax at a rate of no more than 10%. There is no income tax treaty between the PRC and the Cayman Islands. The PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to offshore entities that are treated as resident enterprises for PRC enterprise income tax purposes.

        Pursuant to SAT Circular 698, issued by the State Administration of Taxation on December 10, 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at the rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interest in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. There is little guidance and practical experience regarding the application of SAT Circular 698, and there is uncertainty as to its interpretation and application. SAT Circular 698 may be determined by the PRC tax authorities to be applicable to our private equity financing transactions or other transactions regarding this offering where non-resident investors were involved. See "Risk Factors-Risks Relating to Doing Business in China-We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies."

British Virgin Islands Taxation

        A British Virgin Islands business company is exempt from all provisions of the Income Tax Act of the British Virgin Islands (including with respect to any tax or withholding tax on dividends, interests, rents, royalties, compensations and other amounts payable by the company to persons who are not persons resident in the British Virgin Islands). Capital gains realized with respect to any shares, debt obligations or other securities of the company by persons who are not persons resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act of the British Virgin Islands.

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        No estate, inheritance, succession or gift tax is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the company.

        A British Virgin Islands business company is required to pay an annual government fee which is determined by reference to the amount of shares the company is authorized to issue.

Material United States Federal Income Tax Considerations

        The following summary describes the material United States federal income tax consequences to United States Holders (as defined below) of the ownership of our ordinary shares and ADSs as of the date hereof. Except where noted, this summary deals only with ordinary shares and ADSs held as capital assets. As used herein, the term "United States Holder" means a beneficial owner of an ordinary share or ADS that is for United States federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        This summary does not represent a detailed description of all of the United States federal income tax consequences that may be applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

•

a dealer in securities or currencies;

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a financial institution of certain types;

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a regulated investment company;

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a real estate investment trust;

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an insurance company;

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a tax-exempt organization;

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a person holding our ordinary shares or ADSs as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

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a trader in securities that has elected the mark-to-market method of accounting for your securities;

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a person liable for alternative minimum tax;

•

a person who owns or is deemed to own 10% or more of our voting stock;

•

a partnership or other pass-through entity for United States federal income tax purposes; or

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a person whose "functional currency" is not the United States dollar.

        The discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final and proposed regulations thereunder, rulings and judicial decisions as of

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the date hereof, and such authorities may be replaced, revoked or modified so as to result in United States federal income tax consequences different from those discussed below. In addition, this summary is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

        If a partnership holds our ordinary shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our ordinary shares or ADSs, you should consult your tax advisors.

This summary does not contain a detailed description of all the United States federal income tax consequences that may be applicable to you in light of your particular circumstances and, except as set forth below with respect to PRC tax considerations, does not address the effects of any state, local or non-United States tax laws. If you are considering the purchase, ownership or disposition of our ordinary shares or ADSs, you should consult your own tax advisors concerning the United States federal income tax consequences to you in light of your particular situation as well as any consequences arising under the laws of any other taxing jurisdiction.

        The United States Treasury has expressed concerns that intermediaries in the chain of ownership between the holders of American depositary shares and the issuer of the securities underlying the American depositary shares may be taking actions (including the pre-release of American depositary shares) that are inconsistent with the claiming of foreign tax credits by United States holders of American depositary shares. Such actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by non-corporate holders. Accordingly, the analysis of the creditability of PRC taxes and the availability of the reduced tax rate for dividends received by non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain of ownership between the holder of an ADS and our company.

ADSs

        If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

        Subject to the discussion under "—Passive Foreign Investment Company" below, the gross amount of any distributions on the ADSs or ordinary shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as dividends, to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Such income (including withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of the ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

        With respect to non-corporate United States Holders, dividends received in taxable years beginning before January 1, 2013 from a qualified foreign corporation generally will be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on ordinary shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. We have applied to list the ADSs on the Nasdaq Global Market. Provided that the listing is approved, United States Treasury Department guidance indicates that our ADSs will be readily tradable on an established securities market in the United States. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for the reduced tax rate. Since we do not expect that our ordinary shares will be listed on an established securities market, we do not believe that dividends that we pay on our ordinary shares that

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are not backed by ADSs currently meet the conditions required for these reduced tax rates. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we believe we would be eligible for the benefits of the income tax treaty between the United States and the PRC (including any protocol thereunder), or the Treaty, and if we are eligible for such benefits, dividends we pay on our ordinary shares, regardless of whether such shares are represented by ADSs or are readily tradable on an established securities market in the United States, would be eligible for the reduced rates of taxation. For discussion regarding whether we may be classified as a PRC resident enterprise, see "Taxation—People's Republic of China Taxation". Even if dividends would be treated as paid by a qualified foreign corporation, non-corporate United States Holders will not be eligible for reduced rates of taxation if they do not hold our ADSs or ordinary shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or if such United States Holders elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

        Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us in taxable years beginning prior to January 1, 2013, if we are a passive foreign investment company, or PFIC, for United States federal income tax purpose for the taxable year in which such dividends are paid or for the preceding taxable year.

        In the event that we are deemed to be a PRC resident enterprise under the PRC tax law, you may be subject to PRC withholding taxes on dividends paid to you with respect to the ADSs or ordinary shares. See "Taxation—People's Republic of China Taxation." In that case, PRC withholding taxes on dividends, to the extent not exceeding any applicable rate under the Treaty, generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as foreign-source income and will generally constitute passive category income. Furthermore, if you have not held the ADSs or ordinary shares for more than 15 days during the 31-day period beginning 15 days before the ex-dividend date (during which you are not protected from risk of loss), or are obligated to make payments related to the dividends, you generally will not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.

        To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under United States federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by you on a subsequent disposition of the ADSs or ordinary shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange. However, we do not expect to calculate our earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

        Distributions of ADSs, ordinary shares or rights to subscribe for ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

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Passive Foreign Investment Company

        In general, we will be a PFIC for any taxable year in which:

•

at least 75% of our gross income is passive income, or

•

at least 50% of the value (determined on a quarterly basis) of our assets is attributable to assets that produce or are held for the production of passive income.

        For this purpose, passive income generally includes dividends, interest, royalties and rents (other than certain royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Furthermore, cash is categorized as a passive asset and our goodwill is generally taken into account unless, for United States federal income tax purposes, we are a "controlled foreign corporation," or CFC, that is not a "publicly traded corporation for the taxable year." If we are a CFC for the 2011 taxable year (which we believe will be the case), it is not clear whether we will be treated as a "publicly traded corporation for the taxable year" as a result of this offering for 2011 and, accordingly, the extent, if any, that our goodwill (or any portion thereof) may be taken into account for the 2011 taxable year is also unclear. We anticipate, however, that we will qualify as a "publicly traded corporation" for the 2012 taxable year and future taxable years and therefore we would be able to take into account our goodwill for such taxable years. In estimating the value of our goodwill, we generally take into account our anticipated market capitalization. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income.

        We do not believe we were a PFIC for our most recent taxable year. However, in light of our significant cash balances (taking into account the expected proceeds from this offering) and, as discussed above, the uncertainty as to the extent, if any, that our goodwill may be taken into account for the 2011 taxable year, we may be a PFIC for the 2011 taxable year. With respect to the 2012 taxable year and foreseeable future taxable years, and subject to the uncertainty regarding the treatment of our contractual arrangements with our consolidated affiliated entities (discussed below), we presently do not anticipate that we will be a PFIC based upon the expected composition of our income and assets and the expected value of our assets, including goodwill (determined, in part, based on the expected price of our ADSs in the offering). The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may be a PFIC for the 2012 taxable year or any future taxable year due to changes in our asset or income composition or the value of our assets. Because the value of our assets may be determined by reference to our market capitalization, and because the market price of our ADSs may be volatile, a decrease in the price of our ADSs may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we spend the cash raised in this offering. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. In addition, it is not entirely clear how the contractual arrangements between us and our consolidated affiliated entities will be treated for purposes of the PFIC rules. If it is determined that we do not own the stock of our consolidated affiliated entities for United States federal income tax purposes, we may be treated as a PFIC. If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, we generally will continue to be treated as a PFIC as to you for all succeeding taxable years during which you hold our ADSs or ordinary shares, and you will be subject to the special tax rules discussed below, except if you have made a mark-to-market election as discussed below. However, if we are a PFIC for any taxable year (such as the 2011 taxable year) and subsequently cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election, or a Purging Election, to recognize gain (but not loss) in the manner described below as if your ADSs or ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. After the Purging Election, your ADSs or ordinary shares will not be treated as shares in a PFIC unless we subsequently

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become a PFIC. You are urged to consult your own tax advisors about the availability of this election, and whether making the election would be advisable in your particular circumstances.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a Purging Election or pledge, of ADSs or ordinary shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as excess distributions. Under these special tax rules:

•

the excess distribution or gain will be allocated ratably over your holding period for the ADSs or ordinary shares,

•

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC with respect to you, will be treated as ordinary income, and

•

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

You will be required to file Internal Revenue Service Form 8621 if you hold our ADSs or ordinary shares in any year in which we are classified as a PFIC. In addition, under recently enacted legislation, if you hold ADSs or ordinary shares in any year in which we are a PFIC, you are required to file an annual report containing such information as the U.S. Treasury may require.

        If we are a PFIC for any taxable year during which you hold our ADSs or ordinary shares and any of our non-United States subsidiaries is also a PFIC, a United States Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

        In lieu of being subject to the excess distribution rules discussed above, you may make an election to include gain on the stock of a PFIC as ordinary income under a mark-to-market method, provided that such stock is regularly traded on a qualified exchange. Under current law, the mark-to-market election would be available to holders of ADSs if the ADSs are listed on the Nasdaq Global Market, which constitutes a qualified exchange, and are "regularly traded" for purposes of the mark-to-market election (for which no assurance can be given). It should also be noted that it is intended that only the ADSs and not the ordinary shares will be listed on the Nasdaq Global Market. Consequently, if you are a holder of ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election if we are or were to become a PFIC.

        If you make an effective mark-to-market election, you will include in each year that we are a PFIC as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of your ADSs will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

        Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the

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Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

        A U.S. investor in a PFIC generally can mitigate the consequences of the rules described above by electing to treat the PFIC as a "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

        We expect to file annual reports on Form 20-F with the U.S. Securities and Exchange Commission in which we will indicate whether or not we believe we were a PFIC for the relevant year. We do not intend to make any other annual determination or otherwise notify you regarding our status as a PFIC for any taxable year. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

        For United States federal income tax purposes you will recognize taxable gain or loss on any sale or exchange of ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Subject to the discussion under "—Passive Foreign Investment Company" above, such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

        Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if we are treated as a PRC resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty and, accordingly, you may be able to credit the PRC tax against your United States federal income tax liability. If you are not eligible for the benefits of the Treaty or you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of our ADSs or ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. You will be eligible for the benefits of the Treaty if, for purposes of the Treaty, you are a resident of the United States, and you meet other factual requirements specified in the Treaty. Because qualification for the benefits of the Treaty is a fact-intensive inquiry which depends upon the particular circumstances of each investor, you are specifically urged to consult your tax advisors regarding your eligibility for the benefits of the Treaty. You are also urged to consult your tax advisor regarding the tax consequences if PRC tax is imposed on gain on a disposition of our ordinary shares or ADSs, including the availability of the foreign tax credit and the election to treat any gain as PRC source under your particular circumstances.

Information Reporting and Backup Withholding

        In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or redemption of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient such as a corporation. Backup withholding may apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

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        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

        Under the recently enacted Hiring Incentives to Restore Employment Act of 2010, individuals that own "specified foreign financial assets" with an aggregate value in excess of US$50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons; (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties; and (iii) interests in foreign entities. United States Holders who are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of ADSs or ordinary shares.

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UNDERWRITING

        We intend to offer the ADSs through the underwriters named below. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the representatives of the underwriters. Subject to the terms and conditions of the underwriting agreement entered into on                    , 2011 among us and the underwriters, each of the underwriters has severally agreed to purchase, and we have agreed to sell to them, the number of ADSs indicated in the following table.

Underwriters	Number of ADSs
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
UBS AG
Total

        The underwriters are committed to take and pay for all of the ADSs offered by us if any ADSs are taken, other than the ADSs covered by the over-allotment option described below unless and until this option is exercised. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to certain conditions, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent accountants. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated.

        Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG are acting as the joint global coordinators and joint book runners for this offering.

        Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. UBS AG is expected to make offers and sales in the United States through its registered broker/dealer affiliate, UBS Securities LLC.

Over-allotment Option

        We have granted to the underwriters an option to purchase up to            additional ADSs at the initial public offering price less the underwriting discount set forth on the cover page of this prospectus. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments. If the underwriters exercise this option, each of the underwriters will become obligated, subject to certain conditions contained in the underwriting agreement, to purchase a number of additional ADSs proportionate to the underwriters' initial amount specified in the table above.

Commissions and Discounts

        ADSs sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a discount of up to US$        per ADS from the initial public offering price. Any of these securities dealers may resell any ADSs purchased from the underwriters to certain other brokers or dealers at a discount of up to US$        per ADS from the initial public offering price. After the initial public offering of the ADSs, the offering price and other selling terms may be changed by the underwriters. If all the ADSs are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to confirm sales to discretionary accounts in excess of      % of the ADSs offered in this offering.

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        The total underwriting discounts and commissions that we will pay to the underwriters will be      % of the total offering price of the ADSs. The following table shows the public offering price, underwriting discount and proceeds before expenses to us. Such amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option to purchase the additional ADSs.

	Per ADS	No Exercise	Full Exercise
	US$	US$	US$
Initial Public offering price
Underwriting discounts
Proceeds, before expenses, to us

        We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions, will be approximately US$         million.

No Sales of Similar Securities

        We, our directors, executive officers and shareholders and [all/certain] of our optionholders have agreed not to, for a period of 180 days following the date of this prospectus, without the prior written consent of the representatives on behalf of the underwriters, directly or indirectly, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of our ADSs or ordinary shares or any securities convertible into or exchangeable or exercisable for our ADSs or ordinary shares, (2) file or cause to be filed any registration statement in connection with any such securities under the Securities Act of 1933, as amended, or, in the case of our directors, executive officers and all of our shareholders and optionholders, exercise any right with respect to the registration of any such securities or (3) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any such securities, whether any such swap or transaction is to be settled by delivery of our ADSs, ordinary shares or other securities, in cash or otherwise.

        The 180-day lock-up period will be automatically extended if (1) during the last 17 days of the 180-day lock-up period, we issue an earnings release or material news or a material event relating to us occurs or (2) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period. In either case, the lock-up period will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless the representatives waive, in writing, such an extension. At any time, the representatives may, in their sole discretion, provide consent to release some or all the securities described above from these lock-up agreements.

        In addition, we will instruct Citibank N.A., as depositary, not to accept any deposit of our ordinary shares or issue any of our ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we instruct the depositary otherwise.

[Reserved ADSs

        At our request, the underwriters have reserved            of the ADSs being offered, at the initial public offering price, through a directed share program, for our vendors, employees, family members of employees, customers and other third parties.]

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Price Determination and Listing on the Nasdaq Global Market

        Prior to this offering, there has been no public market for the ADSs. The initial public offering price was negotiated between us and the representatives. In additional to prevailing market conditions, the factors considered in determining the initial public offering price included our historical performance, estimates of our business potential and earnings prospects, the valuation multiples of publicly traded companies that the representatives believed to be comparable to us, the history of, and the prospects for, the industry in which we compete and other factors deemed relevant by the representatives and us. It is also possible that after this offering, our ADSs will not trade in the public market at or above the initial public offering price.

        We have applied to have our ADSs listed on the Nasdaq Global Market under the symbol "WOWO."

Price Stabilization, Short Positions and Penalty Bids

        The underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our ADSs, including stabilizing transactions, short sales, purchases to cover positions created by short sales, imposition of penalty bids and syndicate covering transactions, in accordance with Regulation M under the Securities Exchange Act of 1934, as amended.

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our ADSs while this offering is in progress. These transactions may also include making short sales of our ADSs.

        Short sales involve the sale by the underwriters of a greater number of ADSs than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional ADSs from us in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase additional ADSs pursuant to the option granted to them. "Naked" short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions. The imposition of a penalty bid may also affect the price of ADSs in that it discourages the resales of those ADSs.

        Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been completed in order to cover syndicate short positions.

        Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the Nasdaq Global Market or otherwise.

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        None of us and any of our underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the ADSs. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Affiliations and Other Relationships

        Certain of the underwriters and their respective affiliates have, from time to time, engaged in, and may in the future engage in, various investment banking services and other commercial dealings with us in the ordinary course of business, for which they received or will receive customary fees and expenses.

        The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

        We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the applicable securities laws, and to contribute to payments the underwriters may be required to make in respect of these liabilities, losses and expenses.

Electronic Prospectus

        In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives will be facilitating Internet distribution for this offering to certain of their respective Internet subscription customers. An electronic prospectus may be made available on the Internet website maintained by one or more of the representatives. Other than the prospectus in electronic format, the information contained on, or that may be accessed through, the website of any of the representatives is not part of this prospectus.

        The addresses of the representatives of the underwriters are as follows:

        Merrill Lynch, Pierce, Fenner & Smith Incorporated's address is One Bryant Park, New York, New York 10036, United States.

        UBS AG's address is 52/F Two International Finance Center, 8 Finance Street, Central, Hong Kong.

Selling Restrictions

General

        No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of our ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and our ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, our ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with this offering may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

        This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the ADSs, including sales of ADSs initially sold by the underwriters in the offering being made outside of the United States, to persons located in the United States.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on

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which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), no offer of ADSs may be made to the public in that Relevant Member State other than:

A.

to any legal entity which is a qualified investor as defined in the Prospectus Directive;



B.

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or



C.

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of ADSs shall require the company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

        Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any ADSs acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the ADSs acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than "qualified investors" as defined in the Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

        The company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

        This prospectus has been prepared on the basis that any offer of ADSs in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of ADSs. Accordingly, any person making or intending to make an offer in that Relevant Member State of ADSs which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs in circumstances in which an obligation arises for the company or the underwriters to publish a prospectus for such offer.

        For the purpose of the above provisions, the expression "an offer to the public" in relation to any ADSs in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase or subscribe the ADSs, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant

165

implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Switzerland

        The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the company, the ADSs have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of ADSs.

Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The ADSs to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the content of this prospectus you should consult an authorized financial advisor.

Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be circulated or distributed, nor may

166

the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act (Chapter 289) (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, then securities, debentures and units of securities and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the ADSs under Section 275 except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (ii) where no consideration is given for the transfer; or (iii) by operation of law.

Hong Kong

        This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The ADSs will not be offered or sold in Hong Kong other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs which is directed at, or the content of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

        The ADSs have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Cayman Islands

        This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

People's Republic of China

        This prospectus has not been and will not be circulated or distributed in China, and ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or

167

indirectly, to any resident of China except pursuant to applicable laws and regulations of China. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

United Arab Emirates

        This prospectus is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (UAE). The ADSs have not been and will not be registered under Federal Law No. 4 of 2000 Concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market or with any other UAE exchange.

        The offering, the ADSs and interests therein have not been approved or licensed by the UAE Central Bank or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

        In relation to its use in the UAE, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the UAE.

Kingdom of Bahrain

        The offering is restricted in the Kingdom of Bahrain to banks, financial institutions and professional investors and any person receiving this prospectus in the Kingdom of Bahrain and not falling within those categories is ineligible to purchase the ADSs.

State of Kuwait

        The ADSs have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of the ADSs in the State of Kuwait is restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the underwriters to obtain copies of this prospectus are required by us and the underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of the ADSs.

Kingdom of Saudi Arabia

        No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering or private placement of the ADSs in the Kingdom of Saudi Arabia, or possession or distribution of any offering materials in relation thereto. The ADSs may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Part 5 (Exempt Offers) of the Offers of Securities Regulations dated 20/8/1425 AH corresponding to 4/10/2004 (the "Regulations") and, in accordance with Part 5 (Exempt Offers) Article 17(a)(3) of the Regulations, the ADSs will be offered to no more than 60 offerees in the Kingdom of Saudi Arabia with each such offeree paying an amount not less than Saudi Riyals one million or its equivalent. Investors are informed that Article 20 of the Regulations places restrictions on secondary market activity with respect to the ADSs. Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognized by us.

168

EXPENSES RELATED TO THIS OFFERING

        Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

SEC registration fee		US$
Nasdaq Global Market listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
	Total	US$

        These expenses will be borne by us, except for underwriting discounts and commissions, which will be borne by us in proportion to the numbers of ADSs sold in the offering by us.

169

LEGAL MATTERS

        We are being represented by Simpson Thacher & Bartlett LLP with respect to legal matters of United States federal securities and New York State law. Certain legal matters of United States federal securities and New York State law in connection with this offering will be passed upon for the underwriters by Davis Polk & Wardwell LLP. The validity of the ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain legal matters as to PRC law will be passed upon for us by Commerce & Finance Law Offices and for the underwriters by Global Law Offices.

EXPERTS

        The consolidated financial statements of Wowo Limited for the years ended December 31, 2009 and 2010 (predecessor) and as of December 31, 2009 (predecessor) and 2010 (successor), and the financial statement schedule of Wowo Limited, as of December 31, 2010 included in this prospectus, have been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm, (which report expresses an unqualified opinion on the financial statements and financial statement schedule and includes an explanatory paragraph regarding the restatement for the presentation of revenue on a net basis and the reclassification of cost of revenues and operating expenses). Such financial statements and the financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The offices of Deloitte Touche Tohmatsu CPA Ltd. are located at 8/F, Deloitte Tower, The Towers, Oriental Plaza, 1 East Changan Avenue, Beijing 100738, the People's Republic of China.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and our ADSs.

        Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC's web site at www.sec.gov.

        As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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WOWO LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
CONSOLIDATED FINANCIAL STATEMENTS OF WOWO LIMITED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-6
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2009 (PREDECESSOR) AND DECEMBER 31, 2010 (SUCCESSOR)	F-7
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR) (RESTATED)	F-8
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-9
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (PREDECESSOR)	F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-11 - F-42
ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I	F-43
UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF WOWO LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2011	F-45
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2011	F-46
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS) FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2011	F-47
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2011	F-48
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2010 AND 2011	F-49 - F-96
FINANCIAL STATEMENTS OF SHENYANG19TUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-97
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 12, 2010 BUSINESS COMMENCEMENT DATE) TO DECEMBER 30, 2010 (RESTATED)	F-98
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 30, 2010	F-99
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 30, 2010	F-100
NOTES TO FINANCIAL STATEMENTS	F-101 - F-109

F-1

CONTENTS	PAGE(S)
FINANCIAL STATEMENTS OF JINAN0531TUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-110
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE) TO DECEMBER 30, 2010 (RESTATED)	F-111
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE) TO DECEMBER 30, 2010	F-112
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE) TO DECEMBER 30, 2010	F-113
NOTES TO FINANCIAL STATEMENTS	F-114 - F-121
FINANCIAL STATEMENTS OF SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-122
BALANCE SHEET AS OF DECEMBER 31, 2010	F-123
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 (RESTATED)	F-124
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-125
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-126
NOTES TO FINANCIAL STATEMENTS	F-127 - F-135
FINANCIAL STATEMENTS OF CHANGZHOU BANGKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-136
BALANCE SHEET AS OF DECEMBER 31, 2010	F-137
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 (RESTATED)	F-138
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-139
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-140
NOTES TO FINANCIAL STATEMENTS	F-141 - F-149
FINANCIAL STATEMENTS OF SHENZHEN XUNJIE TIMES MEDIA CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-150
BALANCE SHEET AS OF DECEMBER 31, 2010	F-151
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010 (RESTATED)	F-152
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-153

F-2

CONTENTS	PAGE(S)
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 5, 2010 (BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010	F-154
NOTES TO FINANCIAL STATEMENTS	F-155 - F-164
FINANCIAL STATEMENTS OF WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-165
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-166
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010 (RESTATED)	F-167
STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-168
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE) TO DECEMBER 31, 2009 AND FOR THE YEAR ENDED DECEMBER 31, 2010	F-169
NOTES TO FINANCIAL STATEMENTS	F-170 - F-179
FINANCIAL STATEMENTS OF CHENGDU BEIGUO TECHNOLOGY CO., LTD
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-180
BALANCE SHEET AS OF DECEMBER 31, 2010	F-181
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010 (RESTATED)	F-182
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-183
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-184
NOTES TO FINANCIAL STATEMENTS	F-185 - F-193
FINANCIAL STATEMENTS OF FUZHOU BAIKETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-194
BALANCE SHEET AS OF DECEMBER 31, 2010	F-195
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 (RESTATED)	F-196
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE YEAR ENDED DECEMBER 31, 2010	F-197
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010	F-198
NOTES TO FINANCIAL STATEMENTS	F-199 - F-206

F-3

CONTENTS	PAGE(S)
FINANCIAL STATEMENTS OF SHANGHAI YINQING ADVERTISING CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-207
BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2010	F-208
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (RESTATED)	F-209
STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-210
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010	F-211
NOTES TO FINANCIAL STATEMENTS	F-212 - F-221
FINANCIAL STATEMENTS OF BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-222
BALANCE SHEET AS OF DECEMBER 31, 2010	F-223
STATEMENT OF OPERATIONS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-224
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-225
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-226
NOTES TO FINANCIAL STATEMENTS	F-227 - F-232
FINANCIAL STATEMENTS OF CHANGZHOU JINGCAITUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-233
BALANCE SHEET AS OF DECEMBER 31, 2010	F-234
STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010 (RESTATED)	F-235
STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-236
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 2, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-237
NOTES TO FINANCIAL STATEMENTS	F-238 - F-246
FINANCIAL STATEMENTS OF LANGFANG WODETUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-247
BALANCE SHEET AS OF DECEMBER 31, 2010	F-248
STATEMENT OF OPERATIONS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010 (RESTATED)	F-249

F-4

CONTENTS	PAGE(S)
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-250
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-251
NOTES TO FINANCIAL STATEMENTS	F-252 - F-260
FINANCIAL STATEMENTS OF NINGBO TANGTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-261
BALANCE SHEET AS OF DECEMBER 31, 2010	F-262
STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010 (RESTATED)	F-263
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-264
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 13, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-265
NOTES TO FINANCIAL STATEMENTS	F-266 - F-275
FINANCIAL STATEMENTS OF XIAMEN SHANTUAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-276
BALANCE SHEET AS OF DECEMBER 31, 2010	F-277
STATEMENT OF OPERATIONS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010 (RESTATED)	F-278
STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-279
STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 17, 2010 (INCEPTION DATE) TO DECEMBER 31, 2010	F-280
NOTES TO FINANCIAL STATEMENTS	F-281 - F-290

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WOWO LIMITED

        We have audited the accompanying consolidated balance sheets of Wowo Limited, its subsidiaries and its variable interest entity ("VIE") (collectively the "Group") as of December 31, 2009 (predecessor), and December 31, 2010 (successor) and the related consolidated statements of operations, changes in equity and comprehensive income/(loss), and cash flows for the years ended December 31, 2009 and 2010 (predecessor). Our audits also included the financial statement schedule in Schedule I. These consolidated financial statements and the financial statement schedule are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of the Group's internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2009 (predecessor) and December 31, 2010 (successor) and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010 (predecessor) in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in related to such consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        As disclosed in Note 2, the consolidated financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(September 23, 2011 as to Note 1, 13, 17 and 18 and November 11, 2011 as to Note 2)

F-6

WOWO LIMITED

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars)

			As of December 31,
			2009 (predecessor)			2010 (successor)
ASSETS
Current assets:
	Cash and cash equivalents		$	5,064		$	180,899
	Accounts receivable			—			105,318
	Prepaid expenses and other current assets			—			45,735
	Amounts due from related parties			—			457,736
Total current assets				5,064			789,688
Property and equipment, net				—			102,319
Acquired intangible assets, net				—			661,242
Goodwill				—			1,840,346
TOTAL ASSETS				5,064			3,393,595
Current liabilities:
	Accounts payable (including accounts payable of the consolidated VIE without recourse to Wowo Limited of nil and $492,205 as of December 31, 2009 and 2010, respectively)			—			492,205
	Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to Wowo Limited of $41 and $709,401 as of December 31, 2009 and 2010, respectively)			41			709,401
	Amount due to related party (including amount due to related party of the consolidated VIE without recourse to Wowo Limited of $1,683 and $2,367 as of December 31, 2009 and 2010, respectively)			1,683			2,367
	Income tax payable (including income tax payable of the consolidated VIE without recourse to Wowo Limited of $2 and $41,454 as of December 31, 2009 and 2010, respectively)			2			41,454
Total current liabilities				1,726			1,245,427
Deferred tax liabilities				—			135,114
Total liabilities				1,726			1,380,541
Commitments (Note 15)
Equity:
	Wowo Limited shareholders' equity:
		Ordinary share ($0.00001 par value; 1,928,600,536 shares authorized; nil and 300,000,000 shares issued as of December 31, 2009 and 2010, respectively)		—			3,000
		Paid-in capital		4,323			2,067,501
		Accumulated deficit		(1,057	)		(58,235	)
		Accumulated other comprehensive income		72			788
Total equity				3,338			2,013,054
TOTAL LIABILITIES AND EQUITY			$	5,064		$	3,393,595

The accompanying notes are an integral part of these consolidated financial statements.

F-7

WOWO LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS (RESTATED)

(In U.S. dollars)

		Years ended December 31,
		2009 (predecessor)			2010 (predecessor) (Restated)
Net revenues		$	—		$	504,142
Cost of revenues			—			32,836
Gross profit			—			471,306
Other operating income			709			—
Operating expenses:
	Marketing		—			39,508
	Selling, general and administrative		758			448,209
Total operating expenses			758			487,717
Loss from operations			(49	)		(16,411	)
Other expenses			4			296
Loss before provision for income tax			(53	)		(16,707	)
Provision for income tax			—			40,471
Net loss		$	(53	)	$	(57,178	)
Net loss per ordinary share
	Basic	$	—		$	—
	Diluted	$	—		$	—
Weighted average shares used in calculating net loss per ordinary share
	Basic		300,000,000			300,000,000
	Diluted		300,000,000			300,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-8

WOWO LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME/(LOSS)

(In U.S. dollars, except share and share related data)

	Ordinary Shares									Accumulated other comprehensive income		Total Wowo Limited's equity
					Paid-in capital		Accumulated deficit								Total comprehensive income/(loss)
Predecessor	Shares		Amount
Balance as of January 1, 2009		—		—	$	4,323	$	(1,004	)	$	—	$	3,319
Net loss		—		—		—		(53	)		—		(53	)	$	(53	)
Foreign currency translation adjustments		—		—		—		—			72		72			72
Balance as of December 31, 2009		—		—		4,323		(1,057	)		72		3,338			19
Net loss		—		—		—		(57,178	)		—		(57,178	)		(57,178	)
Foreign currency translation adjustments		—		—		—		—			716		716			716
Capital injection		—		—		145,974		—			—		145,974
Share-based compensation		—		—		128		—			—		128
Balance as of December 31, 2010 (pre-change in basis)		—		—		150,425		(58,235	)		788		92,978			(56,462	)
Successor
Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan		300,000,000	$	3,000		1,917,076		—			—		1,920,076			—
Balance as of December 31, 2010 (post-change in basis)		300,000,000	$	3,000	$	2,067,501	$	(58,235	)	$	788	$	2,013,054		$	(56,462	)

The accompanying notes are an integral part of these consolidated financial statements.

F-9

WOWO LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Years ended December 31,
			2009 (predecessor)			2010 (predecessor)
Cash flows from operating activities:
	Net loss		$	(53	)	$	(57,178	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Share-based compensation		—			128
		Depreciation and amortization		—			2,446
	Changes in operating assets and liabilities:
		Accounts receivable		—			(102,821	)
		Prepaid expenses and other current assets		—			(44,651	)
		Accounts payable		—			480,534
		Accrued expenses and other current liabilities		(961	)		293,220
		Income tax payable		2			40,469
Net cash (used in) provided by operating activities				(1,012	)		612,147
Cash flows from investing activities:
	Purchase of property and equipment			—			(93,406	)
	Payments for acquisition of business			—			(45,455	)
Cash used in investing activities				—			(138,861	)
Cash flows from financing activities:
	Capital injection			—			145,974
	Advances to related parties			—			(446,882	)
	Received cash from a related party			1,683			611
Net cash provided by (used in) financing activities				1,683			(300,297	)
Effect of exchange rate changes				—			2,846
Increase in cash				671			175,835
Cash and cash equivalents, beginning of year				4,393			5,064
Cash and cash equivalents, end of year			$	5,064		$	180,899
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	2
Non-cash investing activities:
	Acquisition of business
	Share consideration to be issued in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan			—		$	1,363,637
	Consideration payable for the acquisition during the year ended December 31, 2010			—			409,901

The accompanying notes are an integral part of these consolidated financial statements.

F-10

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Limited (the "Company") was incorporated in Cayman Islands on July 13, 2011. The Company, its subsidiaries and its variable interest entity ("VIE") (collectively the "Group") are primarily engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the People's Republic of China ("PRC").

History of the Group and reorganization under common control

        Wowo Group Limited ("Wowo BVI") was established in British Virgin Islands on January 11, 2011 with share capital of $1 by New Field Worldwide Limited ("New Field"), a limited company which is 60% owned by Mr. Maodong Xu ("Maodong") and 40% owned by Mr. Tianqing Xu ("Tianqing"), brother of Mondong, (Maodong and Tianqing are collectively referred to "Xu") as a vehicle for the group reorganization. Xu agreed to acting in collaboration regarding the decisions on the Company's significant financing, investing and operating activities. The Group commenced its group buying business in China in March 2010 through Beijing Wowo Tuan which has subsequently become the Group's VIE through the contractual arrangements described below in "the VIEs arrangements".

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 34,050,000 of their own ordinary shares of the Company, to certain directors and executives of Wowo BVI for compensation of their services to the Group. These directors and executives collectively held 11.35% of the Company's total outstanding shares.

        On January 20, 2011 and March 8, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for consideration of $2,964,930 and 16,194,332 ordinary shares to an individual investor for consideration of $8,006,085, respectively.

        On January 20, 2011, Maodong transferred 3,467,451 of his ordinary shares of the Company to the five founder shareholders and key employees as the settlement for part of the consideration for its acquisition of Beijing Wowo Tuan on December 30, 2010(see below for detail).

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for cash proceeds of $5,000,000. On May 25, 2011 and June 8, 2011, the Company issued 30,803,678 and 2,053,579 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.9739 per Series A-2 Preferred Shares for total cash proceeds of $30,000,000 and $2,000,000, respectively.

        After a series of issuance and transfers of shares and transactions, Xu collectively held 65.6% voting rights of the Company as of June 30, 2011.

F-11

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Beijing Wowo Tuan was established by two shareholders in Beijing, the PRC, as a limited liability company on May 26, 2008 and commenced its group buying business operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Maodong and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired Beijing Wowo Tuan ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (RMB12.3 million) including cash of $500,000 (RMB3.3 million) and an undertaking to issue shares in the Company which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in Wowo BVI was valued at $1,363,637 (RMB9 million). The number of shares of Wowo BVI that was transferred as settlement in the amount of $1,363,637 was determined based on the transaction price of US$0.4 per share determined at arm's-length with certain investors who purchased ordinary shares of Wowo BVI on January 20, 2011.

        Shortly after the completion of the acquisition of Beijing Wowo Tuan, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Tianqing at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Maodong and Tianqing, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Maodong and Tianqing of the acquisition of Beijing Wowo Tuan has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        Consequently, the pre-change in basis financial statements of the Group ("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting bases. However, because the date of the change in basis was December 30, 2010, the statements of operations and cash flow statements of Beijing Wowo Tuan are presented through December 31, 2010 with no adjustments to the historical basis since adjustments to the amounts required for the one day of December 31, 2010 as well as the earning per share would not be material.

        On January 24, 2011, the Company established two wholly owned subsidiaries including an entity incorporated in Hong Kong, namely Wowo Holding Limited (Hong Kong) ("Wowo HK") and on May 19, 2011, an entity incorporated in Beijing, namely Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE").

        Through entering into a series of contractual arrangements between its WOFE and VIE on May 31, 2011 and June 10, 2011, the Company succeeded the business of provision of online group buying services of Beijing Wowo Tuan. Immediately and after the reorganization, Maodong and Tianqing controlled the Company, WOFE and Beijing Wowo Tuan; therefore, the reorganization was accounted for as a transaction between entities under common control. Accordingly, the accompanying audited consolidated financial statements have been prepared by using Xu's basis and as of the current

F-12

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

corporate structure had been in existence since the date Maodong and his wife, Ms. Zhou acquired Beijing Wowo Tuan, the predecessor.

        The Xu family cost of acquiring the Company was allocated as follows:

					Amortization period
Cash		$	124,145
Accounts receivable			298,090
Other current assets			325,491
Property and equipment			93,180
Prepayment for acquisition of business			45,455
Intangible assets:
	Trade name/domain name		381,362			10 years
	User base		158,030			2 years
	Operating system		1,061			3 years
Accounts payable			(456,927	)
Other current liabilities			(486,866	)
Deferred tax liability			(135,114	)
Goodwill			1,515,730
Total consideration		$	1,863,637

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On December 31, 2010, Beijing Wowo Tuan acquired 100% interests in two online group buying services entities, namely Shenyang19tuan and Jinan0531tuan (see note 5 for details) and hence, it consolidated the financial position of the two entities since December 31, 2010. Beijing Wowo Tuan, Shenyang19tuan and Jinan0531tuan were collectively referred to as the Group.

        On August 4, 2011, the Company became the ultimate holding company of the Group upon the completion of the 1 to 1 share exchange with the existing shareholders of Wowo BVI for all shares of equivalent classes, which was treated as a reorganization of entities under common control in a manner akin to a pooling-of-interest as if the Company had always existed and own Wowo BVI from the date of the establishment of Wowo BVI. The share exchange has been reflected retrospectively as if the share capital after the share exchange were the historical share capital for the period presented.

F-13

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its businesses through the VIEs and VIEs' subsidiaries. To provide the Company the expected residual returns, WOFE entered into a series of contractual arrangements with the Beijing Wowo Tuan.

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Technical Support Service Agreement.    WOFE and Beijing Wowo Tuan entered into exclusive technical support service agreements, under which Beijing Wowo Tuan, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. The VIE shall pay to WOFE service fees determined based on the revenues of the affiliated combined entities. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements shall be extended automatically by another ten years upon the written confirmation by WOFE before the expiry of thereof. During the term of the exclusive technical support service agreements, any of the affiliated combined entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, or other illegal action or bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated combined entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of Beijing Wowo Tuan entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in Beijing Wowo Tuan to WOFE as collateral to secure performance of all obligations of the shareholders under the applicable exclusive technical support service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

•

Agreements that Provide the Company with Effective Control over VIE

        Power of Attorney.    The shareholders of Beijing Wowo Tuan signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan and to exercise all of his rights as a shareholder of Beijing Wowo Tuan, including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan.

F-14

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan entered into exclusive call option agreement with WOFE, pursuant to which WOFE has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and the shareholders of the affiliated combined entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of WOFE.

        Through these contractual agreements, the Company has the ability to effectively control the VIE and is also able to receive substantially all the economic benefits of the VIE.

        In June 2009, the Financial Accounting Standards Board (the "FASB") issued an authoritative pronouncement to amend the accounting rules for VIE. The amendment effectively replaces the quantitative-based risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity has (1) the power to direct the activities of a variable interest entity that most significantly affect the entity's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. The new guidance also requires additional disclosures about a reporting entity's involvement with VIE and about any significant changes in risk exposure as a result of that involvement.

        The new guidance is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, and all interim and annual periods thereafter. The Company adopted the new guidance on January 1, 2010 and the disclosure requirements of the new guidance were retrospectively applied for all the periods presented in the audited consolidated financial statements.

        The Company believes that Wowo Shijie's contractual arrangements with the VIE are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entity were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entity not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entity. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

F-15

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

•

block the Group's websites;

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIE, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIE. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, and the VIE.

        These are no consolidated VIE entity's assets that are collateral for the VIE entity's obligations and can only be used to settle the VIE entity's obligations.

        The following financial statement balances and amounts of the VIE were included in the accompanying audited consolidated financial statements as follows:

	December 31, 2009 (predecessor)		December 31, 2010 (successor)
Total current assets	$	5,064	$	789,688
Total non-current assets		—		2,603,907
Total assets		5,064		3,393,595
Total current liabilities		1,726		1,245,427
Total non-current liabilities		—		135,114
Total liabilities	$	1,726	$	1,380,541

F-16

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

	Years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Net revenues	$	—		$	504,142
Net loss	$	(53	)	$	(57,178	)

	Years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Net cash (used in) provided by operating activities	$	(1,012	)	$	612,147
Net cash used in investing activities		—			(138,861	)
Net cash provided by (used in) financing activities	$	1,683		$	(300,297	)

2.     RESTATEMENT

        The Group has restated its previously issued consolidated financial statements for the year ended December 31, 2010 to correct for the following errors that were identified subsequent to the date when the consolidated financial statements were issued:

        The Group has revised its reporting of revenues from the gross amount billed to the Group's subscribers to the net amounts retained after payments to its merchants because the Group acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Group sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance the Group's market penetration and recognition since the inception of the overall relationship between the merchant and the Group, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Group has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial, logistic and operation staff, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs, amortization of intangible assets and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Group's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all years presented. All other expenses have been reclassified to selling, general and administrative expense.

F-17

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

2.     RESTATEMENT (Continued)

        Based on the above, the Group has restated its consolidated financial statements for the year ended December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Group's consolidated financial statements for the year ended December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Year Ended December 31, 2010			Restatement Adjustment			As Restated For the Year Ended December 31, 2010
Net revenues	$	2,633,522		$	(2,129,380	)	$	504,142
Cost of revenues		2,179,120			(2,146,284	)		32,836
Gross profit		454,402			16,904			471,306
Operating expenses:
Marketing		260,823			(221,315	)		39,508
Selling, general and administrative		209,990			238,219			448,209
Total operating expenses		470,813			16,904			487,717
Loss from operations		(16,411	)		—			(16,411	)
Other expenses		296			—			296
Loss before provision for income tax		(16,707	)		—			(16,707	)
Provision for income tax		40,471			—			40,471
Net loss	$	(57,178	)	$	—		$	(57,178	)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Basis of consolidation

        The consolidated financial statements include the financial statements of the Company, its subsidiaries and its VIE. All inter-company transactions and balances are eliminated upon consolidation.

Revenue recognition

        The Group primarily generates revenue from the sales of the online coupons.

F-18

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Group presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Group acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Group recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Group enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were nil and $2,654,313 for the years ended December 31, 2009 and 2010, respectively.

        The Group's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Group earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Group from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Group is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Group's subscribers. The Group also provides ongoing customer service support to its merchants through the redemption of the coupons. The Group has concluded these performance obligations to be a substantive and integral part of the Group's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Group earns its commission has been culminated and the Group has completed its service obligations to its merchants. The Group's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Group adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Group also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Group incurred as a result of such refunds have been minimal for the period presented.

        In the event the Group sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Group in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Group re-characterized such cumulative shortfall of $2,241 to marketing expenses.

F-19

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the years ended December 31, 2009 and 2010 totaled $41 and $29,462, respectively.

Rewards programs

        The Group issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Group's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Group deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Group's customers under the deemed agency relationship model, therefore when the Group provides the paying subscribers with credits, the Group accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial, logistic and operation staff, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs, amortization of intangible assets and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior, metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Group sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Group, and email distribution marketing costs.

Use of estimates

        The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, subscribers returns and refunds, valuation allowance for deferred tax assets and purchase price allocation for business acquisition. Actual results could differ from those estimates.

F-20

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	4 - 5 years

Acquired intangible assets, net

        Acquired intangible assets with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	2 - 10 years
User base	2 years
Operating system	3 years

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year as well as whenever events or changes in circumstances indicate the carry amount of an asset may no longer be recoverable."

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second

F-21

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the year ended December 31, 2010.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional currency of the Company and the Group is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

F-22

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Share-based payments

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 5 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses over the requisite service periods based on a straight-line method.

Comprehensive income/(loss)

        Comprehensive income/(loss) includes net income/(loss) and foreign currency translation adjustments. Comprehensive income/(loss) is reported in the statements of changes in equity and comprehensive income/(loss).

Net loss per ordinary share

        Net loss per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the year.

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

        Cash is the common forms of the consideration made in acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in earnings.

F-23

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, amount due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Mr. Maodong Xu and Mr. Tianqing Xu and business acquisitions of Shenyang19tuan and Jinan0531tuan.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application

F-24

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Group does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-25

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews financial information of separate geographic locations based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Company. The business is organized and monitored on the basis of geographic locations. This financial information is only presented at the net revenue level with no allocation of direct or indirect costs. Consequently, the Group has determined that it has only one operating segment.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

F-26

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shenyang19tuan

        On December 31, 2010, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.19tuan.com ("Shenyang19tuan") from Shenyang Liaoyi Internet Co., Ltd. for a cash consideration of $303,030 (RMB2 million), which was not settled as of December 31, 2010. The consideration payable in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% equity interest of Shenyang Wowo Shijiu Internet Technology Co., Ltd. a newly incorporated company by Beijing Wowo Tuan on April 1, 2011 for the online group buying service business of Shenyang19tuan, to the certain key employees for their continuing employment with Shenyang19tuan for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three 3 years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three 3 years from the date the equity interests are transferred to former shareholders. If the employees does not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period the above share will be granted and the noncontrolling interest will be recorded.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,393
Intangible assets:
	Trade name/domain name		40,909		2 years
	User base		25,712		2 years
	Operating system		4,016		3 years
Goodwill			228,000
Total consideration		$	303,030

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such

F-27

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Shenyang19tuan had occurred on January 1, 2009 and 2010, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the year ended December 31,
	2009		2010
	(unaudited)		(unaudited)
Pro forma net revenues		—		592,892
Pro forma net loss		—		(49,299	)

(b)   Acquisition of Jinan0531tuan

        On December 31, 2010, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.Jinan0531tuan.com ("Jinan0531tuan") from Jinan Meituan Information Consulting Co., Ltd. for a cash consideration of $151,515 (RMB1 million). The Group made the first installment of $45,455 to the selling shareholders on the acquisition date, and the consideration payable of $106,061 in connection with the acquisition was recorded in accrued expenses and other current liabilities as set out in Note 9. In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Jinan Wuzhiwu Information Technology Co., Ltd., a newly incorporated subsidiary by Beijing Wowo Tuan on April 2, 2011 for the online group buying service business of Jinan0531tuan, to the key employee for his continuing employment with Jinan0531tuan for the next three years after the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employee's ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees does not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period, the above share will be granted and the noncontrolling interest will be recorded.

F-28

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Property and equipment		$	4,747
Intangible assets:
	Trade name/domain name		16,667		2 years
	User base		27,121		2 years
	Operating system		6,364		3 years
Goodwill			96,616
Total consideration		$	151,515

        The tangible and intangible assets valuation for the acquisition described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition. The following unaudited pro forma information summarizes the results of operations for the year ended December 31, 2010 of the Group as if the acquisition of Jinan0531tuan had occurred on January 1, 2009 and 2010, respectively. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the period indicated, nor is it indicative of future operating results.

	For the years ended December 31,
	2009		2010
	(unaudited)		(unaudited)
Pro forma net revenues	$	—	$	616,239
Pro forma net income	$	—	$	15,918

F-29

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

6.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Advance to suppliers	$	—	$	16,242
Short-term deposits		—		12,038
Advances to employees		—		8,372
Prepaid rental expenses		—		8,106
Other current assets		—		977
	$	—	$	45,735

7.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31,
	2009 (predecessor)		2010 (successor)
Furniture and fixtures	$	—	$	8,718
Computer and software		—		96,106
Total		—		104,824
Less: accumulated depreciation		—		(2,505	)
Property and equipment, net	$	—	$	102,319

        Depreciation expenses for the year ended December 31, 2009 and 2010 were nil and $2,446, respectively.

8.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31 2010 (successor)
Trade name/domain name	$	438,938
User base		210,863
Operating system		11,441
Total		661,242
Less: Accumulated amortization		—
Acquired intangible assets, net	$	661,242

F-30

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

8.     ACQUIRED INTANGIBLE ASSETS, NET (Continued)

        The amortization expenses were nil for the year ended December 31, 2010. Estimated amortization expenses of the existing intangible assets for the next five years ending December 31, 2011, 2012, 2013, 2014, 2015 and thereafter are $290,578, $176,169, $41,949, $38,136, and $114,410, respectively.

9.     GOODWILL

        The movement of the goodwill for the date of December 31, 2010 is as follows:

Balance as of January 1, 2010		$	—
Goodwill recognized in connection with acquisitions of:
	Beijing Wowo Tuan (Note 1)		1,515,730
	Shenyang 19tuan (Note 5(a))		228,000
	Jinan 0531tuan (Note 5(b))		96,616
	Exchange differences		—
Balance as of December 31, 2010		$	1,840,346

10.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

		December 31,
		2009 (predecessor)		2010 (successor)
Consideration payable in connection
	with business acquisitions (Note 5)	$	—	$	409,091
Accrued payroll and welfare			—		172,241
Other tax payable			41		35,628
Accrued refunds			—		26,076
Advance from subscribers			—		6,979
Advance from rewards to subscribers			—		2,326
Other current liabilities			—		57,060
Total accrued expenses and other current liabilities		$	41	$	709,401

11.   INCOME TAXES

        Beijing Wowo Tuan and its subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"), which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the years of 2009 and 2010.

F-31

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

        Under the New EIT Law effective from January 1, 2008, the rules for determining whether an entity is resident in the PRC for tax purposes have changed and the determination of residence depends amongst other things on the "place of actual management".

		Years ended December 31
		2009 (predecessor)		2010 (predecessor)
Income tax expenses:
	PRC current income tax expenses	$	—	$	40,471
	PRC deferred income tax benefits		—		—
Total		$	—	$	40,471

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31,
		2009 (predecessor)			2010 (successor)
Deferred tax assets
Current
	Accrued payroll	$	—		$	43,060
Total current deferred tax assets			—			43,060
Non-current
	Net operating loss carry forwards		264			—
Total deferred tax assets			264			43,060
Less: valuation allowance			(264	)		(43,060	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	—		$	135,114
Total deferred tax liabilities		$	—		$	135,114

        The Group had net operating losses of $1,056 and nil as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance was $264 and $43,060, respectively, which were provided against deferred tax assets arising from net operating losses due to the uncertainty of realization.

        The net operating loss carry forwards for the Group as of December 31, 2010 will expire in 2014.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being

F-32

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

11.   INCOME TAXES (Continued)

sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the year ended December 31, 2009 and 2010, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods. The years of 2009 and 2010 remain subject to examination by the PRC tax authorities.

        A reconciliation between the provision for income tax computed by applying statutory PRC enterprise income tax rate of 25% in 2009, 2010 and thereafter, and the actual provision of income taxes is as follows:

	Years ended December 31
	2009 (predecessor)			2010 (predecessor)
Net loss before provision for income taxes	$	(53	)	$	(16,707	)
Statutory tax rates in the PRC		25	%		25	%
Income tax at statutory tax rate		(13	)		(4,177	)
Expenses not deductible for tax purposes		—			1,852
Changes of valuation allowance		13			42,796
Income tax expenses	$	—		$	40,471

12.   FAIR VALUE MEASUREMENT

        The Company measured fair value of assets and liabilities acquired in business acquisitions using various valuation methods, primarily consisting of the such as Income Approach, cost approach or market approach. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (Note 5).

13.   NET LOSS PER ORDINARY SHARE

        As discussed in Note 1, Wowo Group Limited which was incorporated on January 11, 2011, issued 1 share to New Field and subsequently splitted to 300,000,000 shares of which 180,000,000 shares issued to Maodong Xu and 120,000,000 shares issued to Tianqing Xu, as initial share capital. For the purpose of calculating basic earnings per share for year ended December 31, 2009 (predecessor) and 2010 (predecessor), the number of ordinary shares used in the calculation reflects the following events as described in Note 1 as if they took place on January 1, 2009: 1) the issuance and split of shares to Xu;

F-33

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

13.   NET LOSS PER ORDINARY SHARE (Continued)

2) the acquisition of 100% equity interest of Beijing Wowo Tuan by Mr. Maodong Xu and his wife, Ms. Zhou; and 3) the completion of the group reorganization after entering into the VIE arrangement.

	For the years ended December 31,
	2009 (predecessor)			2010 (predecessor)
Numerator used in basic and diluted net loss per ordinary share
Net loss attributable to Wowo Limited	$	(53	)	$	(57,178	)
Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic and diluted net loss per ordinary share		300,000,000			300,000,000
Net loss per ordinary share—basic	$	—		$	—
Net loss per ordinary share—diluted	$	—		$	—

14.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name	Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")	Controlled by Mr. Maodong Xu
Mr. Yunming Wang	the founder of Beijing Wowo Tuan (the predecessor) before Mr. Maodong Xu and his wife acquired the Company and he is one of the shareholders of the Successor Company.

        As of December 31, 2009 and 2010, the following balances were due from/to the related party:

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due from Lmobile	$	—	$	177,980
Amount due from Mr. Yunming Wang	$	—	$	279,756
Total	$	—	$	457,736

Before Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan, the business of the Company is very small, and no formal third party payment accounts, i.e. Alipay account, was

F-34

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

14.   RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

opened under the Company's name. The Company used Mr. Yunming Wang's personal Alipay account and one of the Lmobile's Alipay accounts to collect the money from the subscribers up to December 31, 2010. As these accounts were not under the Company's name, the balances of them have been treated as due from the related parties as of December 31, 2010.

Although these accounts were not under the Company's name, the Company has the control of them. The amounts have been collected subsequently.

	December 31,
	2009 (predecessor)		2010 (successor)
Amount due to Mr. Yunming Wang	$	1,683	$	2,367
Total	$	1,683	$	2,367

        All the amounts due from/to related party are unsecured and non-interest bearing.

15.   COMMITMENTS

Operating lease

        The Group leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2009 and 2010 were nil and $15,961, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	51,493
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	51,493

Consideration for business acquisition

        The Group has entered into two acquisition agreements as of December 31, 2010 for Shijiazhuang Letuaner and Changzhou Bangketuan (see Note 18 for details) of which the acquisitions were completed in the year 2011. The payments for the acquisition consideration were $151,515 in total and were paid in 2011.

F-35

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

16.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were nil and $105,299 for the years ended December 31, 2009 and 2010, respectively, were reported as a component of general and administrative expenses when incurred.

17.   STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIE and VIE's subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2009 and 2010, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached the 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil for the years ended December 31, 2009 and 2010.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Group not available for distribution was $2,070,501 as of December 31, 2010.

18.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of December 31, 2010 through September 23, 2011, the date the consolidated financial statements were available to be issued.

F-36

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

18.   SUBSEQUENT EVENTS (Continued)

Reorganization of the Group

        On May 31, 2011, the shareholders of Beijing Wowo Tuan entered into a series of contractual arrangements with Beijing Wowo Shijie Information Technology Co., Ltd ("WOFE"), an entity established on May 19, 2011 in Beijing, the PRC, of which Wowo Group Limited, a company that Mr. Maodong Xu and Mr. Tianqing Xu are collectively held more than 50% equity interest, holds 100% equity interest. Through entering into these contractual arrangements between WOFE and Beijing Wowo Tuan, Wowo Group Limited effectively control over and entitled to the residual returns of Beijing Wowo Tuan and its subsidiaries and considered as the primary beneficiary of Beijing Wowo Tuan and its subsidiaries.

Business Acquisitions

        Subsequent to the balance sheet date, Beijing Wowo Tuan acquired entities which operate group buying businesses in different provinces in the PRC.

(a)   Acquisition of Shijiazhuang Letuaner

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Shijiazhuang Letuaner which operates the group buying business in Shijiazhuang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Shijiazhuang Letuaner to the original shareholder and the key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into in December 2010. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shijiazhuang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Shijiazhuang Letuaner with the performance condition based on the revenue and gross margin generated from the operation of Shijiazhuang Wowo Tuan for the next four years.

(b)   Acquisition of Changzhou Bangketuan

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Bangketuan which operates the group buying business in Changzhou for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Bangketuan to the original shareholders and the key employees for their continuing employment with Changzhou Bangketuan for the next three years from the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of

F-37

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

18.   SUBSEQUENT EVENTS (Continued)

Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

(c)   Acquisition of Wuxi Yuzhong

        In February 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd.'s ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $303,030 (RMB2 million). In addition, Beijing Wowo Tuan injected $454,546 (RMB3 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

(d)   Acquisition of Shenzhen Xunjie

        In March 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

(e)   Acquisition of Fuzhou Baiketuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest of Fuzhou Baiketuan, which operates the group buying business in Fuzhou for a total consideration of $45,455 (RMB0.3 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of the newly incorporated subsidiary to the original shareholder and the key employees for their continuing employment with the newly incorporated subsidiary for the next three years from the acquisition date.

(f)    Acquisition of Chengdu Beiguo

        In April 2011, Beijing Wowo Tuan acquired 60.4% equity interest of Chengdu Beiguo Technology Co., Ltd ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $196,969 (RMB1.3 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        On July 1, 2011, 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the company are granted to the original shareholders of Chengdu Beiguo with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo for the next four years.

F-38

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

18.   SUBSEQUENT EVENTS (Continued)

(g)   Acquisition of Shanghai Yinqing

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB 2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

(h)   Acquisition of Langfang Wodetuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Langfang Wodetuan, which operates the group buying business in Langfang for a total consideration of $75,758 (RMB0.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholder and the key employees for their continuing employment with Langfang Wodetuan for the next three years from the acquisition date.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Langfang Wodetuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Langfang Wowo Tuan and will grant certain share options of the Company to the original shareholders of Langfang Wodetuan with the performance condition based on the revenue and gross margin generated from the operation of Langfang Wowo Tuan for the next four years.

(i)    Acquisition of Xiamen Shantuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Xiamen Shantuan which operates the group buying business in Xiamen for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the original shareholders and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Xiamen Shantuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Xiamen Wowo Tuan and will grant certain share options of the Company to the original shareholders of Xiamen Shantuan with the performance condition based on the revenue and gross margin generated from the operation of Xiamen Wowo Tuan for the next four years.

(j)    Acquisition of Changzhou Jingcaituan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in of Changzhou Jingcaituan, which operates the group buying business in Changzhou for a total consideration of $818,182 (RMB5.4 million).

F-39

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

18.   SUBSEQUENT EVENTS (Continued)

(k)   Acquisition of Ningbo Tangtuan

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Ningbo Tangtuan, which operates the group buying business in Ningbo for a total consideration of $303,030 (RMB2 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years from the acquisition date.

(l)    Acquisition of Kai Yi Shi Dai

        On April 1, 2011, Maodong acquired 100% equity interest of Kai Yi Shi Dai for a total cash consideration of $909,091(RMB6 million) from the original shareholders of Kai Yi Shi Dai. Kai Yi Shi Dai offers the group buying customers to access a searching platform in Beijing.

        Through entering into a series of contractual arrangement between WOFE on May 31, 2011, the Company became the primary beneficiary of Kai Yi Shi Dai.

(m)  Acquisition of other group buying businesses

        In February 2011, Wowo Holding Limited (HongKong) ("Wowo HK") acquired 100% interest in Shijiazhuang Jutuaner, which operate the searching platform for group buying business in Shijiazhuang, for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (RMB0.4 million) and shares of Wowo HK valued at $60,606 (RMB0.4 million). In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration.

        In February 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou Zuituan for contingent consideration based on performance of the original shareholders for the next two years.

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% interest in Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Xiamen, Hangzhou, Shaoxing, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $681,818 (RMB4.5 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan transferred 49% of the interest of Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders for their continuing employment with Hangzhou 54tuanzhang, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, respectively, for the next three years from the acquisition date.

        In March 2011, Beijing Wowo Tuan acquired 100% interest in Hunan Tuankela, which operates the group buying business in Hunan for a total consideration of $374,242 (RMB2.47 million). In March 2011, Hunan Wowo Tuan was set up for the business acquired, and 49% of the equity was transferred to the original holder of Hunan Tuankela.

        In March 2011, Beijing Wowo Tuan signed agreement with two other unrelated companies to set up a company named Baoding Dulituan with paid-in capital of $606,061 (RMB4 million), Beijing

F-40

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

18.   SUBSEQUENT EVENTS (Continued)

Wowo Tuan held 51% equity shares of Baoding Dulituan with capital injection of $309,091(RMB2.04 million). Baoding Dulituan is engaged in group buying business in Baoding.

        In April 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        The above transactions were considered as acquisition of businesses and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes. The total consideration for all above mentioned acquisitions subsequent to the balance sheet as of December 31, 2010 through September 20, 2011 was US$7,669,594. The allocation of the purchase price was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser.

        The purchase price for all above mentioned acquisitions was allocated as follows:

					Amortization period
Net tangible assets acquired		$	1,589,872
Intangible assets:
	Trade name/domain name		590,151		2 years
	User base		439,318		2 years
	Operating system		115,259		3 years
	Customer relationship		19,545		6 years
Deferred tax liabilities			(109,242	)
Goodwill			5,024,692
Total		$	7,669,595
Cash consideration			5,947,349
Fair value of noncontrolling interest			1,722,246
Total consideration		$	7,669,595

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company is granted to the original shareholders for future service with the Company over the next four years.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the Company are granted to the original shareholders of Chengdu Beiguo with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011.

F-41

WOWO LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010 (predecessor)

(In U.S. dollars, except share and share related data)

18.   SUBSEQUENT EVENTS (Continued)

Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Wowo Tuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will acquire the remaining 49% of Hunan Wowo Tuan with zero consideration and will grant certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July and August 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Shaoxing Tongchenggou, Quanzhou Yiwantuan, Xiamen Shantuan, Shenyang 19tuan, Langfang Wodetuan and Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into from December 2010 to April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees and will grant certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years.

F-42

WOWO LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-Current assets:
	Investment in subsidiaries and variable interest entity	$	2,013,054
TOTAL ASSETS			2,013,054
Equity:
	Ordinary shares ($0.00001 par value; 1,928,600,536 shares authorized; 300,000,000 shares issued as of December 31, 2010)		3,000
	Additional paid-in capital		2,067,501
	Accumulated deficit		(58,235	)
	Accumulated other comprehensive income		788
TOTAL EQUITY		$	2,013,054

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-43

WOWO LIMITED

ADDITIONAL INFORMATION—FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

(In U.S. dollars)

Notes:

1.     BASIS FOR PREPARATION

        The condensed financial information of the parent company, Wowo Limited, has been prepared using the same accounting policies as set out in the Company's consolidated financial statements except that the parent company has used equity method to account for its investment in its subsidiaries and its variable interest entity ("VIE").

        The condensed financial information is provided since the restricted net assets of the Group's subsidiaries and VIE were over the 25% of the consolidated net assets of the Group as of December 31, 2010.

2.     INVESTMENT IN SUBSIDIARIES

        The parent company and its subsidiaries and VIE were included in the consolidated financial statements where inter-company balances and transactions were eliminated upon consolidation. For purpose of the parent company's stand-alone financial statements, its investments in subsidiaries and VIE were reported using the equity method of accounting. The parent company's share of loss from its subsidiaries and VIE were reported as share of loss of subsidiaries and VIE in the accompanying parent company financial statements.

F-44

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except share data)

		December 31, 2010 (successor)			September 30, 2011 (successor)			September 30, 2011 (Pro forma)
								(Unaudited)
								(Note 3)
ASSETS
Current assets:
	Cash and cash equivalents	$	180,899		$	17,373,915		$	17,373,915
	Restricted cash		—			7,500,000			7,500,000
	Accounts receivable		105,318			521,547			521,547
	Prepaid expenses and other current assets		45,735			17,288,350			17,288,350
	Amounts due from related parties		457,736			290,362			290,362
Total current assets			789,688			42,974,174			42,974,174
Property and equipment, net			102,319			6,341,208			6,341,208
Acquired intangible assets, net			661,242			3,529,459			3,529,459
Goodwill			1,840,346			7,103,990			7,103,990
TOTAL ASSETS			3,393,595			59,948,831			59,948,831
Current liabilities:
	Accounts payable (including accounts payable of the consolidated VIE entities without recourse to Wowo Limited of $492,205 and $8,295,720 as of December 31, 2010 and September 30, 2011, respectively)		492,205			9,101,740			9,101,740
	Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE entities without recourse to Wowo Limited of $709,401 and $15,593,329 as of December 31, 2010 and September 30, 2011, respectively)		709,401			18,329,477			18,329,477
	Proceeds received in connection with unredeemed coupons (including proceeds received in connection with unredeemed coupons of consolidated VIE entities without recourse to Wowo Limited of nil and $15,504,388 as of December 31, 2010 and September 30, 2011, respectively)		—			15,504,388			15,504,388
	Amounts due to related parties (including amounts due to related parties of the consolidated VIE entities without recourse to Wowo Limited of $2,367 and $224,020 as of December 31, 2010 and September 30, 2011, respectively)		2,367			224,020			224,020
	Income tax payable (including income tax payable of the consolidated VIE entities without recourse to Wowo Limited of $41,454 and $44,179 as of December 31, 2010 and September 30, 2011, respectively)		41,454			44,179			44,179
	Short-term loan		—			6,052,055			6,052,055
Total current liabilities			1,245,427			49,255,859			49,255,859
Deferred tax liabilities			135,114			171,412			171,412
Total liabilities			1,380,541			49,427,271			49,427,271
Commitment and contingency (Note 19)
Series A-1 convertible redeemable preferred shares ($0.00001 par value; total 20,000,000 preferred shares authorized, nil and 5,489,604 shares issued and outstanding as of December 31, 2010 and September 30, 2011, liquidation value $11,565,304)			—			5,343,830			—
Series A-2 convertible redeemable preferred shares ($0.00001 par value; total 51,339,464 preferred shares authorized, nil and 51,339,464 shares issued and outstanding as of December 31, 2010 and September 30, 2011, liquidation value $108,160,166)			—			51,789,883			—
Equity/(deficit):
	Ordinary shares ($0.00001 par value; 1,928,600,536 shares authorized, 300,000,000 and 323,886,640 shares issued and outstanding as of December 31, 2010 and September 30, 2011)		3,000			3,239			3,807
	Additional paid-in capital		2,067,501			20,911,130			78,044,275
	Accumulated deficit		(58,235	)		(67,112,856	)		(67,112,856	)
	Accumulated other comprehensive income/(loss)		788			(413,666	)		(413,666	)
Total Wowo Limited's equity/(deficit)			2,013,054			(46,612,153	)		10,521,560
Total equity/(deficit)			2,013,054			(46,612,153	)		10,521,560
TOTAL LIABILITIES, SERIES A-1 CONVERTIBLE REDEEMABLE PREFERRED SHARES, SERIES A-2 CONVERTIBLE REDEEMABLE PREFERRED SHARES AND EQUITY/(DEFICIT)		$	3,393,595		$	59,948,831		$	59,948,831

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-45

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In U.S. dollars, except share and per share data)

		Nine-month periods ended September 30,
		2010 (predecessor)		2011 (successor)
Net revenues		$	212,833	$	5,586,287
Cost of revenues (including share-based compensation of nil and $790 for nine-month periods ended September 30, 2010 and 2011, respectively)			11,028		3,053,840
Gross profit			201,805		2,532,447
Operating expenses:
	Marketing (including share-based compensation of nil and $55,199 for nine-month periods ended September 30, 2010 and 2011, respectively)		3,521		26,584,105
	Selling, general and administrative (including share-based compensation of nil and $3,808,999 for nine-month periods ended September 30, 2010 and 2011, respectively)		136,943		41,246,808
Total operating expenses			140,464		67,830,913
Income/(loss) from operations			61,341		(65,298,466	)
Interest income			—		29,323
Interest expense			—		(73,002	)
Other income, net			—		339,959
Income/(loss) before provision for income taxes			61,341		(65,002,186	)
Provision for income tax expenses/(benefits)			31,531		(69,169	)
Net income/(loss)			29,810		(64,933,017	)
Less: Net loss attributable to noncontrolling interests			—		(422,496	)
Net income/(loss) attributable to Wowo Limited			29,810		(64,510,521	)
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares			—		361,902
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares			—		2,184,579
Net income/(loss) attributable to holders of ordinary shares of Wowo Limited		$	29,810	$	(67,057,002	)
Net income/(loss) per ordinary shares
	Basic	$	—	$	(0.21	)
	Diluted	$	—	$	(0.21	)
Net income per Series A-1 convertible redeemable preferred shares—Basic			N/A	$	0.10
Net income per Series A-2 convertible redeemable preferred shares—Basic			N/A	$	0.10
Weighted average shares used in calculating net loss per ordinary shares
	Basic		300,000,000		319,436,165
	Diluted		300,000,000		319,436,165
Weighted average shares used in calculating net income per Series A-1 convertible redeemable preferred shares			N/A		3,639,628
Weighted average shares used in calculating net income per Series A-2 convertible redeemable preferred shares			N/A		21,378,279

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-46

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS)

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

	Wowo Limited's shareholder's equity/(deficit)
	Ordinary shares						Retained earnings/ Accumulated deficits			Accumulated other comprehensive income/(loss)			Total Wowo Limited's shareholders' equity/(deficit)
					Additional paid-in capital											Noncontrolling interests			Total equity/(deficit)			Comprehensive income/(loss)
Predecessor	Shares		Amount
Balance as of January 1, 2010		—	$	—	$	4,323	$	(1,057	)	$	72		$	3,338		$	—		$	3,338
Net income		—		—		—		29,811			—			29,811			—			29,811		$	29,811
Foreign currency translation adjustment		—		—		—		—			880			880			—			880			880
Balance as of September 30, 2010		—		—		4,323		28,754			952			34,029			—			34,029			30,691
Successor
Balance as of January 1, 2011		300,000,000		3,000		2,067,501		(58,235	)		788			2,013,054			—			2,013,054
Issuance of ordinary shares (Note 13)		23,886,640		239		10,970,776		—			—			10,971,015			—			10,971,015
Capital contribution from shareholders		—		—		1,790,737		—			—			1,790,737			—			1,790,737
Capital contribution by Mr. Maodong Xu to acquire Kai Yi Shi Dai		—		—		906,710		2,381			—			909,091			—			909,091
Accretion of redemption premium on Series A-1 convertible redeemable preferred shares		—		—		—		(361,902	)		—			(361,902	)		—			(361,902	)
Accretion of redemption premium on Series A-2 convertible redeemable preferred shares		—		—		—		(2,184,579	)		—			(2,184,579	)		—			(2,184,579	)
Net loss		—		—		—		(64,510,521	)		—			(64,510,521	)		(422,496	)		(64,933,017	)		(64,933,017	)
Share-based compensation		—		—		3,864,988		—			—			3,864,988			—			3,864,988
Acquisition of VIE and VIEs' subsidiaries		—		—		1,310,418		—			—			1,310,418			422,496			1,732,915
Foreign currency translation adjustment		—		—		—		—			(414,454	)		(414,454	)		—			(414,454	)		(414,454	)
Balance as of September 30, 2011		323,886,640	$	3,239	$	20,911,130	$	(67,112,856	)	$	(413,666	)	$	(46,612,153	)	$	—		$	(46,612,153	)	$	(65,347,471	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-47

WOWO LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			Nine-month periods ended September 30,
			2010 (predecessor)			2011 (successor)
Cash flows from operating activities:
	Net income/(loss)		$	29,810		$	(64,933,017	)
	Adjustments to reconcile net income/(loss) to net cash used in operating activities:
		Share-based compensation		—			3,864,988
		Depreciation and amortization		13			1,111,489
		Deferred income taxes		—			(80,035	)
	Changes in operating assets and liabilities:
		Accounts receivable		(195,334	)		(267,232	)
		Prepaid expenses and other current assets		(28,239	)		(16,412,575	)
		Accounts payable		63,717			8,075,731
		Proceeds received in connection with unredeemed coupons		—			15,270,366
		Accrued expenses and other current liabilities		118,390			16,471,946
		Income tax payable		31,529			(3,083	)
Net cash provided by (used in) operating activities				19,886			(36,901,422	)
Cash flows from investing activities:
	Purchase of property and equipment			(11,320	)		(6,433,813	)
	Purchase of intangible assets			(6,647	)		(2,317,200	)
	Payments for acquisition of business (net of cash acquired of $1,610,499)			—			(3,660,318	)
	Amounts due from related parties			(22,602	)		259,123
	Restricted cash			—			(7,500,000	)
Net cash used in investing activities				(40,569	)		(19,652,208	)
Cash flows from financing activities:
	Proceeds from issuance of Series A-1 convertible redeemable preferred shares			—			4,981,927
	Proceeds from issuance of Series A-2 convertible redeemable preferred shares			—			49,605,304
	Proceeds from issuance of ordinary shares			—			10,971,015
	Amounts due to related parties			89,913			175,572
	Capital contributions from shareholders			—			1,790,737
	Proceeds from short term loan			—			6,052,055
Cash provided by financing activities				89,913			73,576,610
Effect of exchange rate changes				1,952			170,036
Increase in cash				71,182			17,193,016
Cash and cash equivalents, beginning of the period				5,064			180,899
Cash and cash equivalents, end of the period			$	76,246		$	17,373,915
Supplement disclosure of cash flow information:
	Income taxes paid			—		$	9,720
	Interest paid			—			63,922
Non-cash investing activities:
Acquisition of business
	Outstanding consideration payable for the acquisitions during the nine-month period ended September 30, 2010 and 2011			—		$	719,426

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-48

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wowo Limited ("the Company") was incorporated in Cayman Islands on July 13, 2011. The Company and its consolidated subsidiaries, variable interest entities ("VIEs") and VIEs' subsidiaries (the "Group") are primarily engaged in the provision of online group buying services relating to local e-commerce services in the food service, health and beauty, leisure, recreation and retail sectors in the People's Republic of China ("PRC").

        As of September 30, 2011, details of the Group's subsidiaries, VIEs and VIEs' subsidiaries were as follows:

	Later of acquisition/ incorporation		Place of establishment/ incorporation	Percentage of economic ownership
Subsidiaries:
Wowo Group Limited ("Wowo BVI")		January 11, 2011	British Virgin Islands ("BVI")		100	%
Wowo Holding Limited (HK) ("Wowo HK")		January 24, 2011	Hong Kong		100	%
Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE")		May 19, 2011	PRC		100	%
VIEs:
Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan")		December 31, 2010	PRC		100	%
Beijing Kai Yi Shi Dai Network Technology Co., Ltd. ("Kai Yi Shi Dai")		April 1, 2011	PRC		100	%
Beijing Yi You Bao Information Technology Co., Ltd. ("Yi You Bao")		May 6, 2011	PRC		100	%
VIEs' subsidiaries:
Changzhou Wowo Tuan Information Technology Co., Ltd.		February 9, 2011	PRC		100	%
Shijiazhuang Wowo Tuan Information Technology Co., Ltd.		February 28, 2011	PRC		100	%
Hunan Wowo Tuan Information Technology Co., Ltd.		March 2, 2011	PRC		100	%
Shenyang Shijiu Wowo Tuan Information Technology Co., Ltd.		April 1, 2011	PRC		100	%
Jinan Wuzhiwu Information Technology Co., Ltd.		April 2, 2011	PRC		100	%
Shaoxing Wowo Tuan Information Technology Co., Ltd.		April 7, 2011	PRC		100	%
Langfang Wowo Tuan Information Technology Co., Ltd.		May 10, 2011	PRC		100	%
Jilin Wowo Tuan Information Technology Co., Ltd.		June 2, 2011	PRC		100	%

F-49

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

	Later of acquisition/ incorporation		Place of establishment/ incorporation	Percentage of economic ownership
Wuxi Yuzhong Internet Technology Co., Ltd.		February 28, 2011	PRC		100	%
Shenzhen Xunjie Time Media Co., Ltd.		March 1, 2011	PRC		100	%
Shanghai Yinqing Advertising Co., Ltd.		March 11, 2011	PRC		100	%
Chengdu Beiguo Technology Co., Ltd.		April 1, 2011	PRC		100	%
Xiamen Wowo Tuan Information Technology Co., Ltd.		July 20, 2011	PRC		100	%
Ningbo Wowo Tuan Information Technology Co., Ltd.		July 5, 2011	PRC		100	%
Quanzhou Wowo Tuan Information Technology Co., Ltd.		July 26, 2011	PRC		100	%

History of the Group and reorganization under common control

        Wowo BVI was established on January 11, 2011 with share capital of $1 by New Field Worldwide Limited ("New Field"), a limited company which is 60% owned by Mr. Maodong Xu ("Maodong") and 40% owned by Mr. Tianqing Xu ("Tianqing"), brother of Maodong, (Maodong and Tianqing are collectively referred to "Xu") as a vehicle for the group reorganization. Xu agreed to acting in collaboration regarding the decisions on the Company's significant financing, investing and operating activities. The Group commenced its group buying business in China in March 2010 through Beijing Wowo Tuan which has subsequently become the Group's VIE through the contractual arrangements described below in "the VIEs arrangements".

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and split the 1 ordinary share to 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 1, 2011, Maodong and Tianqing entered into agreements to transfer 34,050,000 of their own ordinary shares of the Company, to certain directors and executives of the Company for compensation of their services to the Group. These directors and executives collectively held 11.35% of the Company's total outstanding shares.

        On January 20, 2011 and March 8, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for consideration of $2,964,930 and 16,194,332 ordinary shares to an individual investor for consideration of $8,006,085, respectively.

        On January 20, 2011, Maodong transferred 3,467,451 of his ordinary shares of the Company to the five founder shareholders and key employees as the settlement for part of the consideration for its acquisition of Beijing Wowo Tuan on December 30, 2010 (see below for detail).

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for cash proceeds of $5,000,000. On May 25, 2011, June 8, 2011 and July 5, 2011, the Company issued 30,803,678, 2,053,579 and 18,482,207 Series A-2 Convertible

F-50

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.9739 per Series A-2 Preferred Shares for total cash proceeds of $30,000,000, $2,000,000 and $18,000,000, respectively.

        After a series of issuance and transfers of shares and transactions, Xu collectively held 62.1% voting rights of the Company as of September 30, 2011.

        Beijing Wowo Tuan was established by two shareholders in Beijing, the PRC, as a limited liability company on May 26, 2008 and commenced its group buying business operation in March 2010. Beijing Wowo Tuan is principally engaged in the provision of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On December 30, 2010, Maodong and his wife, Ms. Fang Zhou ("Ms. Zhou"), acquired Beijing Wowo Tuan ("the change in basis") from its two shareholders for a total consideration of $1,863,637 (RMB12.3 million) including cash of $500,000 (RMB3.3 million) and an undertaking to issue shares in the Company which was intended to become the parent company of a group of companies which would ultimately include Beijing Wowo Tuan. The undertaking to issue shares in the Company was valued at $1,363,637 (RMB9 million). The number of shares of the Company that was transferred as settlement in the amount of $1,363,637 was determined based on the transaction price of US$0.4 per share determined at arm's-length with certain investors who purchased ordinary shares of the Company on January 20, 2011.

        Shortly after the completion of the acquisition of Beijing Wowo Tuan, Ms. Zhou transferred her shares in Beijing Wowo Tuan to Tianqing at no consideration. Thereafter, the equity interest of Beijing Wowo Tuan was 60% and 40% held by Maodong and Tianqing, respectively.

        Because Beijing Wowo Tuan became wholly owned by two shareholders acting in collaboration, the Company has applied push down accounting to the transaction. Under this basis of accounting, the cost to Maodong and Tianqing of the acquisition of Beijing Wowo Tuan has been allocated to the identifiable assets and liabilities of the Company using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        From December 2010 to August 2011, Beijing Wowo Tuan entered into agreements with 21 local group buying service providers in second—and third-tier cities in the PRC to establish new companies in which Beijing Wowo Tuan holds controlling interests or to acquire such local group buying service providers' businesses (see Note 5).

        On January 24, 2011, the Company established two wholly owned subsidiaries including an entity incorporated in Hong Kong, namely Wowo Holding Limited (Hong Kong) ("Wowo HK") and on May 19, 2011, an entity incorporated in Beijing, namely Beijing Wowo Shijie Information Technology Co., Limited ("Wowo Shijie" or "WOFE").

        On April 1, 2011, Mr. Maodong Xu ("Maodong") acquired 100% equity interest of Kai Yi Shi Dai, which offers the group buying customers to access a searching platform.

        On May 6, 2011, Maodong established Yi You Bao, which is engaged in the internal research and development on the guest electronic management system.

F-51

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        Through entering into a series of contractual arrangements between its WOFE and VIEs on May 31, 2011 and June 10, 2011, the Company succeeded the business of provision of online group buying services of Beijing Wowo Tuan, searching services of Kai Yi Shi Dai and the internal research and development of Yi You Bao. Immediately and after the reorganization, Maodong and Tianqing controlled the Company, WOFE, Beijing Wowo Tuan and its subsidiaries, Kai Yi Shi Dai and Yi You Bao; therefore, the reorganization was accounted for as a transaction between entities under common control. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared by using Xu's basis and as of the current corporate structure had been in existence since the date Maodong and his wife, Ms. Fang Zhou acquired Beijing Wowo Tuan, the predecessor to the Group.

        Consequently, the pre-change in basis financial statements of the Group ("predecessor") and its post-change in basis financial statements ("successor") are not comparable in certain significant respects since the relevant periods are presented on different accounting basis.

        On August 4, 2011, the Company became the ultimate holding company of the Group upon the completion of the 1 to 1 share exchange with the existing shareholders of Wowo BVI for all shares of equivalent classes, which was treated as a reorganization of entities under common control in a manner akin to a pooling-of-interest as if the Company had always existed and own Wowo BVI from the date of the establishment of Wowo BVI. The share exchange has been reflected retrospectively as if the share capital after the share exchange were the historical share capital for the period presented.

The VIE arrangements

        The PRC laws and regulations currently place certain restrictions on foreign ownership of companies that engage in Internet business, including the provision of Internet content distribution services. Specifically, foreign investors are not allowed to own more than 50% of the equity interests in any entity conducting Internet content distribution business or other value-added telecom businesses. To comply with these PRC laws and regulations, the Company conducts substantially the majority of its businesses through the VIEs and VIEs' subsidiaries. To provide the Company the expected residual returns of the VIEs and VIEs' subsidiaries, WOFE entered into a series of contractual arrangements with the VIEs including Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

•

Agreements that Transfer Economic Benefits and Risks to the Company

        Exclusive Technical Support Service Agreement.    WOFE and each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, entered into exclusive technical support service agreements, under which each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including its subsidiaries or any companies or entities under its control, agrees to engage WOFE as its exclusive provider of technical platform, technical support, maintenance and other services. The VIEs shall pay to WOFE service fees determined based on the revenues of the affiliated consolidated entities. WOFE shall exclusively own any intellectual property arising from the performance of the exclusive technical support service agreements. The exclusive technical support service agreements will be effective for ten years unless earlier terminated as set forth in the agreements or other written agreements entered into by the parties thereto. The exclusive technical support service agreements shall be extended automatically by

F-52

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

another ten years upon the written confirmation by WOFE before the expiry of thereof. During the term of the exclusive technical support service agreements, any of the affiliated consolidated entities may not terminate the agreements except in the case of WOFE's gross negligence, fraud, or other illegal action or bankruptcy or termination of WOFE, and in the event of bankruptcy or termination of the affiliated consolidated entities before the expiry of the exclusive technical support service agreements, the agreements shall be terminated automatically.

        Equity Pledge Agreements.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into equity pledge agreements with WOFE, under which the shareholders pledged all of their equity interests in each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, to WOFE as collateral to secure performance of all obligations of the affiliated consolidated entities and their shareholders under the applicable exclusive technical support service agreement and the exclusive call option agreement. WOFE is entitled to collect dividends and other distributions (in cash or non-cash) of the shares pledged during the term of the pledge. If any event of default as provided for therein occurs, WOFE, as the pledgee, will be entitled to request immediate payment of the service fees or other fees, or to dispose of the pledged equity interests through transfer or assignment.

•

Agreements that Provide the Company with Effective Control over VIEs

        Power of Attorney.    The shareholders of each of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao signed irrevocable power of attorney to appoint WOFE as the attorney-in-fact to act on his behalf on all matters pertaining to Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao and to exercise all of his rights as a shareholder of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao, including the right to attend shareholders meeting, to exercise voting rights and to transfer all or a part of his equity interests therein pursuant to the exclusive call option agreements. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao.

        Exclusive Call Option Agreements.    The shareholders of Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao entered into exclusive call option agreements with WOFE, pursuant to which WOFE has an exclusive option to purchase, or to designate other persons to purchase, to the extent permitted by applicable PRC laws, rules and regulations, all of the equity interest in Beijing Wowo Tuan, Kai Yi Shi Dai and Yi You Bao from the shareholders. The purchase price for the entire equity interest is to be the minimum price permitted by applicable PRC laws, rules and regulations, unless otherwise required by PRC laws or agreed in writing by WOFE and the shareholders of the affiliated consolidated entities. The term of each exclusive call option agreement will be ten years, and may be extended by another ten years at the request of WOFE.

        Through these contractual agreements, the Company has the ability to effectively control the VIEs and VIEs' subsidiaries and is also able to receive substantially all the economic benefits of the VIEs and VIEs' subsidiaries.

        In June 2009, the Financial Accounting Standards Board (the "FASB") issued an authoritative pronouncement to amend the accounting rules for VIE. The amendment effectively replaces the quantitative-based risks-and-rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a VIE with an approach focused on identifying which reporting entity

F-53

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

has (1) the power to direct the activities of a variable interest entity that most significantly affect the entity's economic performance and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity. Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. The new guidance also requires additional disclosures about a reporting entity's involvement with VIE and about any significant changes in risk exposure as a result of that involvement.

        The new guidance is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009, and all interim and annual periods thereafter. The Company adopted the new guidance on January 1, 2010 and the disclosure requirements of the new guidance were retrospectively applied for all the periods presented in the unaudited condensed consolidated financial statements.

        The Company believes that Wowo Shijie's contractual arrangements with the VIEs and their respective subsidiaries are in compliance with PRC law and are legally enforceable. The shareholders of the VIE entities are also shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements.

        However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIE entities were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIE entities not to pay the service fees when required to do so.

        The Company's ability to control the VIE entities also depends on the power of attorney Wowo Shijie has to vote on all matters requiring shareholder approval in the VIE entities. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership.

        In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC regulatory authorities could:

•

revoke the Group's business and operating licenses;

•

require the Group to discontinue or restrict its operations;

•

restrict the Group's right to collect revenues;

•

block the Group's websites;

•

require the Group to restructure the operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

•

impose additional conditions or requirements with which the Group may not be able to comply; or

•

take other regulatory or enforcement actions against the Group that could be harmful to the Group's business.

F-54

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES (Continued)

        The imposition of any of these penalties could result in a material adverse effect on the Group's ability to conduct the Group's business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs, VIEs' subsidiaries, or the right to receive their economic benefits, the Group would no longer be able to consolidate the VIEs and VIEs' subsidiaries. The Group does not believe that any penalties imposed or actions taken by the PRC government would result in the liquidation or dissolution of the Company, Wowo Shijie, the VIEs and their respective subsidiaries.

        These are no consolidated VIE entities' assets that are collateral for the VIE entities' obligations and can only be used to settle the VIE entities' obligations.

        The following financial statement balances and amounts of the VIEs and VIEs' subsidiaries were included in the accompanying unaudited condensed consolidated financial statements as follows:

	As of December 31, 2010 (successor)		As of September 30, 2011 (successor)
Total current assets	$	789,688	$	13,926,323
Total non-current assets		2,603,907		13,391,989
Total assets		3,393,595		27,318,312
Total current liabilities		1,245,427		39,661,636
Total non-current liabilities		135,114		171,412
Total liabilities	$	1,380,541	$	39,833,048

	Nine-month periods ended September 30,
	2010 (predecessor)		2011 (successor)
Net revenues	$	212,833	$	5,586,287
Net income/(loss)	$	29,810	$	(50,908,804	)

	Nine-month periods ended September 30,
	2010 (predecessor)			2011 (successor)
Net cash provided by (used in) operating activities	$	19,886		$	(34,137,476	)
Net cash used in investing activities		(40,569	)		(8,425,478	)
Net cash provided by financing activities	$	89,913		$	26,972,669

F-55

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The unaudited condensed consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America ("US GAAP"). The results of operations for the nine-month period ended September 30, 2010 and 2011 are not necessarily indicative of the results of the full years. The Group believes that the disclosures are adequate to make the information presented not misleading.

        In opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

        The financial information as of December 31, 2010 presented in the unaudited condensed financial statements is derived from the Company's audited consolidated financial statements for the year ended December 31, 2010.

        The Group had experienced a net loss of approximately $64.9 million and negative cash flows from operating activities of approximately $36.9 million for the nine-month period ended September 30, 2011 and total deficit of approximately $46.6 million and available cash and cash equivalents of $17.4 million as of September 30, 2011. These conditions raise substantial doubt about the Company's ability to continue as a going concern. However, the management believes the Group has the ability to fulfill its financial obligations as they fall due for at least the next 12 months and will continue as going concern by taking the following measures:

1)

The group plans to implement certain cost reduction initiatives in both marketing and human resources function and hence, will reduce the operating expenses substantially in the near future; and



2)

the founder shareholder, Mr. Xu Maodong, has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due in the next twelve months through November 2012.

        As a result, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis.

Basis of consolidation

        The accompanying unaudited condensed consolidated financial statements included the financial statements of the Company, its consolidated subsidiaries, VIEs and VIEs' subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.

Revenue recognition

        The Group primarily generates revenue from the sales of the online coupons.

        The Group presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Group acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of

F-56

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Group recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Group enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $2,654,313 and $80,054,931 for the year ended December 31, 2010 and the nine-month period ended September 30, 2011, respectively.

        The Group's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Group earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Group from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Group is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Group's subscribers. The Group also provides ongoing customer service support to its merchants through the redemption of the coupons. The Group has concluded these performance obligations to be a substantive and integral part of the Group's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Group earns its commission has been culminated and the Group has completed its service obligations to its merchants. The Group's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Group adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a customer has not redeemed the coupon within twenty days after expiration date of the coupon. The merchants are contractually responsible and liable for the quality of the products or services provided and the Group also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Group incurred as a result of such refunds have been minimal for the period presented.

        In the event the Group sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Group in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. The Group re-characterized such cumulative shortfall of $1,264,223 to marketing expenses for the nine-month period ended September 30, 2011.

F-57

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Group provides links to third-party websites or online applications on its websites and secure platform products. The Group charges its customers a fixed fee for an agreed contract period. The Company recognizes revenues ratably over the period the advertising is provided. The Company recognized revenue of nil and $46,926 for the nine-month periods ended September 30, 2010 and 2011, respectively.

Business tax

        The Group is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes deducted in arriving net revenue for the nine-month periods ended September 30, 2010 and 2011 totaled $12,622 and $317,057, respectively.

Rewards programs

        The Group issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Group's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Group deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Group's customers under the deemed agency relationship model, therefore when the Group provides the paying subscribers with credits, the Group accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling, general and administrative expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial, logistic and operation staff, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs, amortization of intangible assets and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior, metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Group sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Group, and email distribution marketing costs.

F-58

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of estimates

        The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Group's unaudited condensed consolidated financial statements include useful lives and impairment for property and equipment and intangible assets, impairment of goodwill, valuation allowance for deferred tax assets, fair value of ordinary shares, share-based compensation and purchase price allocation for business acquisition. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Restricted cash

        Restricted cash represented the bank deposits pledged for the bank loan.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	4-5 years
Vehicle	4 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Acquired intangible assets

        Acquired intangible assets with finite lives are carried at cost less accumulated amortization and impairment. Amortization of finite-lived acquired intangible assets is calculated on a straight-line basis over the shorter of the contractual terms or the expected useful lives of the acquired assets. The amortization periods by major intangible asset classes are as follows:

Trade name/domain name	2-10 years
User base	2 years
Operating system	3 years
Customer relationship	6 years

F-59

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of intangible assets with definite life

        The Group evaluates the recoverability of its intangible assets with definite life, whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the intangible assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the excess of carrying amount over the fair value of the assets.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the nine-month periods ended September 30, 2010 and 2011.

Impairment of goodwill

        The Group annually, or more frequently if the Group believes indicators of impairment exist, reviews the carrying value of goodwill to determine whether impairment may exist.

        Specifically, goodwill impairment is determined using a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Estimating fair value is performed by utilizing various valuation techniques, with the primary technique being a discounted cash flow.

        The Group has determined to perform the annual impairment tests on December 31 of each year. There was no impairment loss incurred for the nine-month periods ended September 30, 2010 and 2011.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the unaudited condensed consolidated statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the unaudited condensed consolidated statements of operations.

F-60

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income taxes

        Current income taxes are provided in accordance with the laws and regulations applicable to the Company as enacted by the relevant tax authorities. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Foreign currency translation

        The functional and reporting currency of the Company is the United States dollar ("U.S. dollars"). The financial records of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC and Hong Kong are maintained in their local currencies, the Renminbi ("RMB") and Hong Kong Dollar ("HK$"), respectively, which are also the functional currencies of these entities.

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling on the balance sheet date. Transactions in currencies other than the functional currency during the period are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB and HK$ translate their operating results and financial position into the U.S. dollars, the Group's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income/(loss).

Share-based payments

        Share-based payment awards with employees are measured based on the grant date fair value of the equity instrument issued, and recognized as compensation costs net of an estimated forfeiture rate using the straight-line method over the requisite service period, which is generally the vesting period of the options, with a corresponding impact reflected in additional paid-in capital. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or is expected to differ, from such estimate. Changes in estimated forfeitures will be recognized

F-61

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

through a cumulative catch-up adjustment in the period of change and will also impact the amount of share-based compensation expenses to be recognized in future periods.

        Share-based payment awards issued to non-employees, such as consultants, are measured at fair value at the earlier of the commitment date or the date the service is completed and recognized over the period the service is provided.

        Shares of acquired entities were granted to employees, who were also the selling shareholders of the acquired entities as the compensation of their future services (see Note 5 for details). Share-based payment transactions with employees are measured based on the grant date fair value of equity instrument, and recognized as compensation expenses using straight-line method over the requisite service periods.

Net income/(loss) per share

        Basic net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shareholders of Wowo Limited by the weighted average number of ordinary shares outstanding during the period. Diluted net income/(loss) per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

        The Group's convertible redeemable preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group applies the two-class method of computing net income per share, for ordinary and preferred shares according to participation rights in undistributed earnings. Under this method, undistributed net income is allocated on a pro rata basis to the ordinary and preferred shares to the extent that each class may share income for the period; whereas the undistributed net loss is allocated to ordinary shares because preferred shares are not contractually obligated to share the loss.

        Diluted net income/(loss) per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had convertible redeemable preferred shares and share options, which could potentially dilute basic net income/(loss) per ordinary share. To calculate the number of shares for diluted income/(loss) per share, the effect of the convertible redeemable preferred shares is computed using the as if-converted method; the effect of the share options is computed using the treasury stock method.

Beneficial conversion feature

        For convertible instruments, a beneficial conversion feature is recognized when the conversion price is less than the fair value of the ordinary share into which the instrument is converted. For convertible instruments that have a stated redemption date (such as debt and mandatorily redeemable preferred shares), the discount resulting from recording a beneficial conversion option is accreted from the date of issuance to the stated redemption date of the convertible instrument, regardless of when the earliest conversion date occurs.

F-62

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In circumstances in which the instrument is converted prior to amortization of the full amount of the discount, the remaining unamortized discount at the date of conversion is immediately recognized as interest expense or as a dividend, as appropriate.

Comprehensive income/(loss)

        Comprehensive income/(loss) includes net income/(loss) and foreign currency translation adjustments. Comprehensive income/(loss) is reported in the unaudited condensed consolidated statements of changes in equity/(deficit) and comprehensive income/(loss).

Concentration of credit risk

        Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. The Group places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Business combinations

        Business combinations are recorded using the purchase method of accounting. The assets acquired, the liabilities assumed, and any noncontrolling interest of the acquiree at the acquisition date, if any, are measured at their fair values as of that date. Goodwill is recognized and measured as the excess of the total consideration transferred plus the fair value of any noncontrolling interests of the acquiree, if any, at the acquisition date over the fair values of the identifiable net assets acquired.

        Cash is the common form of the consideration paid for acquisitions. Consideration transferred in a business acquisition is measured at the fair value as at the date of acquisition.

        Where the consideration in an acquisition includes contingent consideration the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability it is subsequently carried at fair value with changes in fair value reflected in the statements of operations.

Fair value

        Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

        Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

•

Level 1-inputs are based upon quoted prices for instruments traded in active markets.

F-63

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

•

Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based calculation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3-inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, cash flow models, and similar techniques.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from/to a related party, accounts receivable and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, accounts receivable and accounts payable approximate their fair values reported in the consolidated balance sheets due to the short-term maturities.

        Financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities based on Level 3 inputs in connection with the push down accounting applied to the acquisition of Beijing Wowo Tuan by Maodong and Tianqing and business acquisitions set out in Note 5.

Recently issued accounting standards not yet adopted

        In June 2011, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In September 2011, the FASB has issued an authoritative pronouncement related to testing goodwill for impairment. The guidance is intended to simplify how entities, both public and nonpublic, test goodwill for impairment. The pronouncement permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill

F-64

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

impairment test. The guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Group does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     UNAUDITED PRO FORMA INFORMATION

        The Group believes the preferred shares will be automatically converted upon the IPO of its shares in the fourth quarter of 2011 as this offering is expected to be qualified as a Qualified IPO (see Note 14).

        Unaudited pro forma balance sheet information as of September 30, 2011 assumes the conversion of the Series A-1 convertible redeemable preferred shares and Series A-2 convertible redeemable preferred shares outstanding into ordinary shares using a conversion ratio of approximately 1:1, which will result in 56,829,068 ordinary shares being issued in connection with the conversion, as if the conversion had occurred as of September 30, 2011.

        Unaudited pro forma net income/(loss) per ordinary share is not presented because the effect of the conversion of the outstanding Series A-1 convertible redeemable preferred shares and Series A-2 convertible redeemable preferred shares using conversion ratios of approximately 1:1 would not result in any dilution to net income/(loss) applicable to ordinary shareholders and would have resulted in a pro forma net income/(loss) per ordinary share equal to the actual net income/(loss) per ordinary share for the nine-month period ended September 30, 2010 and 2011.

4.     SEGMENT INFORMATION

        The Group is mainly engaged in online group buying services throughout the PRC.

        The Group chief operating decision maker has been identified as the Chief Executive Officer, who reviews financial information of separate geographic locations based on US GAAP amounts when making decisions about allocating resources and assessing performance of the Company. The business is organized and monitored on the basis of geographic locations. This financial information is only presented at the net revenue level with no allocation of direct or indirect costs. Consequently, the Group has determined that it has only one operating segment.

Geographic information

        The Group primarily operates in the PRC and substantially all of the Group's long-lived assets are located in the PRC.

5.     BUSINESS ACQUISITIONS

(a)   Acquisition of Shijiazhuang Letuaner

        On January 1, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") from Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian") for a total cash consideration of $75,758

F-65

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

(RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Shijiazhuang Chuanglian relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on February 28, 2011 for the online group buying service business of Shijiazhuang Letuaner, to the original shareholder and the key employees of Shijiazhuang Chuanglian Technology Co., Ltd. for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	21,494
Intangible assets:
	Trade name/domain name		6,818	2 years
	User base		34,697	2 years
	Operating system		6,364	3 years
Goodwill			6,385
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Letuaner entered into a supplemental agreement to the acquisition agreements entered into in December 2010. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shijiazhuang Letuaner and granted certain share options of the Company to the original shareholders of Shijiazhuang Letuaner with the performance condition based on the revenue and gross margin generated from the operation of Shijiazhuang Letuaner for the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(b)   Acquisition of Changzhou Bangketuan

        On January 7, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.bangke.com ("Changzhou Bangketuan") from Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing

F-66

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Changzhou Wowo Tuan Information Technology Co., Ltd. ("ChangzhouWowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on February 9, 2011 for the online group buying service business, to the original shareholders and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	5,812
Intangible assets:
	Trade name/domain name		5,303	2 years
	User base		11,212	2 years
	Operating system		6,364	3 years
Goodwill			47,067
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Bangketuan and paid cash compensation of US$155,873 (RMB1 million) to the original shareholders which was recorded as expenses.

(c)   Acquisition of Wuxi Yuzhong

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of Wuxi Yuzhong Internet Technology Co., Ltd. ("Wuxi Yuzhong") and paid to Wuxi Yuzhong's existing shareholders for $454,546 (RMB3 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB2 million) into Wuxi Yuzhong as capital. Wuxi Yuzhong operates the group buying business in Wuxi.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-67

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	186,634
Intangible assets:
	Trade name/domain name		163,636		2 years
	User base		19,394		2 years
	Operating system		6,970		3 years
Deferred tax liabilities			(47,500	)
Goodwill			1,052,078
Total		$	1,381,212
Cash consideration			757,576
Fair value of 49% noncontrolling interest		$	623,636
Total		$	1,381,212

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, the remaining 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain share options of the Company was granted to the original shareholders for future service with the Company over the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(d)   Acquisition of Shenzhen Xunjie

        On March 1, 2011, Beijing Wowo Tuan acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd. ("Shenzhen Xunjie") by injecting $454,545 (RMB3 million) into Shenzhen Xunjie as capital. Shenzhen Xunjie operates the group buying business in Shenzhen.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-68

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

Net tangible assets acquired	$	410,554
Goodwill		477,230
Total	$	887,784
Cash consideration		454,545
Fair value of 48.8% noncontrolling interest		433,239
Total	$	887,784

        The purposes for the acquisition of Shenzhen Xunjie was to a) acquire the management teams of Shenzhen Xunjie for its in-depth knowledge of the local community and culture, and its dedicated sales team; and b) quickly expand in new geographic zones.

        As of the acquisition date, Shenzhen Xunjie has no website, trade name, operating platform and any other identifiable intangible assets. The business license of online group buying business is easy to obtain, thus the business license of Shenzhen Xunjie is of no material value.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, the remaining 48.8% equity interest of Shenzhen Xunjie from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the Company are granted to the original shareholders of Shenzhen Xunjie. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(e)   Acquisition of Fuzhou Baiketuan

        On April 1, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.baike.com ("Fuzhou Baiketuan") from Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai") for a total cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the original shareholder and the key employees of Fuzhou Fuhai for their continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-69

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	4,015
Intangible assets:
	Trade name/domain name		3,182	2 years
	User base		31,818	2 years
	Operating system		6,364	3 years
Goodwill			76
Total consideration		$	45,455

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(f)    Acquisition of Chengdu Beiguo

        On April 1, 2011, Beijing Wowo Tuan acquired 60.4% equity interest of Chengdu Beiguo Technology Co., Ltd. ("Chengdu Beiguo") and paid to Chengdu Beiguo's existing shareholders for $181,818 (RMB1.2 million). In addition, Beijing Wowo Tuan injected $242,424 (RMB1.6 million) into Chengdu Beiguo as capital. Chengdu Beiguo operates the group buying business in Chengdu.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	249,707
Intangible assets:
	Trade name/domain name		80,606		2 years
	User base		38,182		2 years
	Operating system		6,364		3 years
Deferred tax liabilities			(31,288	)
Goodwill			358,817
Total		$	702,388
Cash consideration			424,242
Fair value of 39.6% noncontrolling interest		$	278,146
Total		$	702,388

F-70

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 1, 2011, the remaining 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the share transferred, certain share options of the Company are granted to the original shareholders of Chengdu Beigou with the performance condition based on the revenue and gross margin generated from the operation of Chengdu Beiguo, for the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(g)   Acquisition of Shanghai Yinqing

        On March 11, 2011, Beijing Wowo Tuan acquired 51% equity interest of Shanghai Yinqing Advertising Co., Ltd. ("Shanghai Yinqing") and paid to the Shanghai Yinqing's existing shareholders for $100,000 (RMB0.66 million). In addition, Beijing Wowo Tuan injected $303,030 (RMB2 million) into Shanghai Yinqing as capital. Shanghai Yinqing operates the group buying business in Shanghai.

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

Net tangible assets acquired	$	391,356
Goodwill		398,899
Total	$	790,255
Cash consideration		403,030
Fair value of 49% noncontrolling interest	$	387,225
Total	$	790,255

        The purposes for the acquisition of Shanghai Yinqing was to a) acquire the management teams of Shanghai Yinqing for its in-depth knowledge of the local community and culture, and its dedicated sales team; and b) quickly expand in new geographic zones.

        As of the acquisition date, Shanghai Yinqing has no website, trade name, operating platform and any other identifiable intangible assets. The business license of online group buying business is easy to obtain, thus the business license of Shanghai Yinqing is of no material value.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, the remaining 49% equity interest of Shanghai Yinqing from the original shareholders was transferred to Beijing Wowo Tuan with zero consideration. In conjunction with the

F-71

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

share transferred, certain share options of the Company are granted to the original shareholders of Shanghai Yinqing. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(h)   Acquisition of Kai Yi Shi Dai

        On April 1, 2011, Maodong acquired 100% equity interest of Kai Yi Shi Dai for a total cash consideration of $909,091(RMB6 million) from the original shareholders of Kai Yi Shi Dai. Kai Yi Shi Dai offers the group buying customers to access a searching platform in Beijing.

        The consideration paid by Maodong in connection with the acquisition of Kai Yi Shi Dai has been allocated to the identifiable assets and liabilities of Kai Yi Shi Dai using the fair value of those assets and liabilities and the excess has been recorded as goodwill.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net tangible assets acquired		$	17,592
Intangible assets:
	Trade name/domain name		69,697		2 years
	User base		27,879		2 years
	Operating system		4,697		3 years
	Customer relationship		19,545		6 years
Deferred tax liabilities			(30,455	)
Goodwill			800,136
Total consideration		$	909,091

        Kai Yi Shi Dai offers advertising services to other websites and merchant clients and offers search service for subscribers. Based on that, the fair value of customer relation consider the economic benefit from advertising business and the fair value of user base consider the economic benefit from registered subscribers.

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(i)    Acquisition of Langfang Wodetuan

        On April 7, 2011, Beijing Wowo Tuan acquired 100% online group buying service business under the domain name of www.wdtuan.com ("Langfang Wodetuan") from Beijing Xinhai Hudong Technology Co., Ltd. ("Xinhai Hudong") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xinhai Hudong relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Langfang Wowo Tuan Information Technology Co., Ltd., a newly

F-72

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

incorporated company by Beijing Wowo Tuan on May 10, 2011, for the online group buying service business, to the original shareholder and the key employees of Xinhai Hudong for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	4,741
Intangible assets:
	Trade name/domain name		5,303	2 years
	User base		15,909	2 years
	Operating system		6,364	3 years
Goodwill			43,441
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Langfang Wodetuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Langfang Wodetuan and granted certain share options of the Company to the original shareholders of Langfang Wodetuan with the performance condition based on the revenue and gross margin generated from the operation of Langfang Wodetuan for the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(j)    Acquisition on Xiamen Shantuan

        On April 29, 2011, Beijing Wowo Tuan acquired 100% online group buying service business under the domain name of www.shantuan.com ("Xiamen Shantuan") from Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the equity interest of Xiamen Wowo Tuan Information Technology Co., Ltd. ("Xiamen Wowo"), a newly incorporated company by Beijing Wowo Tuan on July 20, 2011, for the online group buying service business, to the original shareholders and the key employee of Xiamen Juwang for their

F-73

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

continuing employment with Xiamen Shantuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

					Amortization period
Net liabilities acquired		$	(10,501	)
Intangible assets:
	Trade name/domain name		40,909		2 years
	User base		59,197		2 years
	Operating system		8,288		3 years
Goodwill			205,137
Total consideration		$	303,030

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Xiamen Shantuan entered into a supplemental agreement to the acquisition agreements entered into in April 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Xiamen Shantuan and granted certain share options of the Company to the original shareholders of Xiamen Shantuan with the performance condition based on the revenue and gross margin generated from the operation of Xiamen Shantuan for the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(k)   Acquisition of Changzhou Jingcaituan

        On April 3, 2011, Beijing Wowo Tuan acquired 100% of online group buying services business under the domain name of www.niceful.com, ("Changzhou Jingcaituan") from Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai"), for a total cash consideration of $818,182 (RMB5.4 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Jiangsu Chuangcai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Changzhou Jingcaituan to the original shareholders and the key employee for their continuing employment with Changzhou Jingcaituan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

F-74

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	279,261
Intangible assets:
	Trade name/domain name		56,061	2 years
	User base		69,545	2 years
	Operating system		6,212	3 years
Goodwill			407,103
Total consideration		$	818,182

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(l)    Acquisition of Ningbo Tangtuan

        On April 15, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.tomtuan.com ("Ningbo Tangtuan") from Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu") for a total cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu relating to this acquisition, Beijing Wowo Tuan transferred 49% of the equity interest of Ningbo Wowo Tuan Information Technology Co., Ltd. ("Ningbo Wowo Tuan"), a newly incorporated company by Beijing Wowo Tuan on July 5, 2011, for the online group buying service business, to the original shareholder and the key employee of Ningbo Haishu for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-75

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	3,333
Intangible assets:
	Trade name/domain name		50,000	2 years
	User base		31,515	2 years
	Operating system		6,364	3 years
Goodwill			211,818
Total consideration		$	303,030

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

(m)  Acquisition of Shaoxing Tongchenggou

        On March 25, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.sxtcg.com ("Shaoxing Tongchenggou") from Shaoxing Shangyue Internet Technology Service Co., Ltd. ("Shaoxing Shangyue") for a total cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Shaoxing Shangyue relating to this acquisition, Beijing Wowo Tuan transferred 49% of the equity interest of Shaoxing Wowo Tuan Information Technology Co., Ltd., a newly incorporated company by Beijing Wowo Tuan on April 7, 2011, to the original shareholder and the key employee of Shaoxing Shangyue for their continuing employment with Shaoxing Tongchenggou for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        The transaction was considered as an acquisition of a business and accordingly the purchase method of accounting has been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

F-76

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        The purchase price for the acquisition was allocated as follows:

				Amortization period
Net tangible assets acquired		$	1,993
Intangible assets:
	Trade name/domain name		5,303	2 years
	User base		8,030	2 years
	Operating system		6,364	3 years
Goodwill			54,068
Total consideration		$	75,758

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Shaoxing Tongchenggou entered into a supplemental agreement to the acquisition agreements entered into in March 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Shaoxing Tongchenggou and granted certain share options of the Company to the original shareholders of Shaoxing Tongchenggou with the performance condition based on the revenue and gross margin generated from the operation of Shaoxing Tongchenggou for the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(n)   Acquisition of Others

        In January 2011, Beijing Wowo Tuan acquired 100% interest in Hunan Tuankela, which operates the group buying business in Hunan for a total consideration of $374,242 (RMB2.47 million). In March, Hunan Wowo Tuan was set up for the business acquired, and 49% of the equity was transferred to the original holder of Hunan Tuankela.

        On February 25, 2011, Wowo HK acquired 100% of searching platform business under the domain name of www.jutuaner.com ("Shijiazhuang Jutuaner"), for a total consideration of $121,212 (RMB0.8 million), including cash of $60,606 (RMB0.4 million) and shares of Wowo HK valued at $60,606 (RMB0.4 million), to the original shareholder. In July 2011, Wowo HK transferred its interest of Shijiazhuang Jutuaner to Beijing Wowo Tuan for no consideration. On July 25, 2011, Beijing Wowo Tuan and the original shareholders of Shijiazhuang Jutuaner entered into a supplemental agreement to replace the share consideration by granting share options of the Company.

        On February 22, 2011, Beijing Wowo Tuan acquired 100% of online group buying service business under the domain name of www.zuituan.com ("Hangzhou Zuituan") from Hangzhou Tuanke Network Technology Co., Ltd. for contingent consideration of $80,303 (RMB0.53 million) which is calculated based on the pre-defined formula as stipulated in the sales and purchase agreement in connection with this acquisition subject to the achievement of the revenue to be generated from the operation of Hangzhou Zuituan for the next two years.

F-77

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

        In February, March and April 2011, Beijing Wowo Tuan acquired 100% business of Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan, which operate the group buying business in Changsha, Hangzhou, Quanzhou, Jilin and Guiyang, respectively, for a total consideration of $606,060 (RMB4 million). Pursuant to the acquisition agreements, Beijing Wowo Tuan promised to transfer 49% of the interest of Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan to the original shareholders and the key employees for their continuing employment with Hangzhou 54tuanzhang, Quanzhou Yiwantuan, Jilin Meimeituan, and Guiyang Shantuan for the next three years after the acquisition date. The employees' ability to sell or transfer the shares is contingent upon the employee providing three years of services. Accordingly, all the related cost is considered compensation for post-combination services (see Note 16 for details).

        On April 14, 2011, Beijing Wowo Tuan acquired 100% business of Guilin Haoletuan, which operates the group buying business in Guilin for a total consideration of $44,318 (RMB0.2925 million).

        These transactions were considered as acquisitions of a business and accordingly the purchase method of accounting have been applied. The acquired net assets were recorded at their estimated fair values on the acquisition date. The acquired goodwill is not deductible for tax purposes.

        The purchase prices for these acquisitions were allocated as follows:

				Amortization period
Net tangible assets acquired		$	23,882
Intangible assets:
	Trade name/domain name		103,333	2 years
	User base		91,939	2 years
	Operating system		44,545	3 years
Goodwill			962,437
Total consideration		$	1,226,136

        The goodwill is mainly attributable to intangible assets that cannot be recognized separately as identifiable assets under US GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from the acquisition.

        The tangible and intangible assets valuation for all the acquisitions described above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

        On July 25, 2011, Beijing Wowo Tuan and the original shareholder and key employees of Hunan Tuankela entered into supplemental agreement to the acquisition agreement entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan acquired the remaining 49% of Hunan Wowo Tuan with zero consideration and granted certain share options of the Company to the original shareholder and key employees of Hunan Tuankela with the performance condition based on

F-78

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

5.     BUSINESS ACQUISITIONS (Continued)

the revenue and gross margin generated from the operation of Hunan Wowo Tuan for the next four years.

        In July 1, 2011, July 25, 2011 and August 18, 2011, Beijing Wowo Tuan and the original shareholders of Jinan 0531tuan, Quanzhou Yiwantuan and Shenyang 19tuan entered into supplemental agreements to the acquisition agreements entered from December 2010 and April 2011. Based on the supplemental agreements, Beijing Wowo Tuan will not transfer 49% of the interest of the acquirees in exchange that the Company granted certain share options of the Company to the original shareholders of the acquirees with the performance condition based on the revenue and gross margin generated from the operation of the acquirees for the next four years. Accordingly, the cost related to share options granted is recorded as share-based compensation.

(o)   Pro forma information

        The following unaudited pro forma information summarizes the results of operations for the nine-month periods ended September 30, 2010 and 2011 as if the acquisitions above had occurred on January 1, 2010. The following unaudited pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the periods indicated, nor is it indicative of future operating results.

	For the nine-month periods ended September 30,
	2010 (predecessor)			2011 (successor)
Pro forma net revenues	$	1,070,550		$	6,289,542
Pro forma net loss attributable to holders of ordinary shares of Wowo Limited		(257,255	)		(67,550,659	)
Pro forma net loss per ordinary share-basic		N/A			(0.21	)
Pro forma net loss per ordinary share-diluted		N/A			(0.21	)
Pro forma net income per Series A-1 convertible redeemable preferred shares-basic		N/A			0.10
Pro forma net income per Series A-2 convertible redeemable preferred shares-basic		N/A			0.10

        Pro forma net loss attributable to Wowo Limited was adjusted to include $106,510 and $122,933 of amortization cost for the intangible assets for the nine-month periods ended September 30, 2010 and 2011, respectively.

        The aggregate amounts of unaudited net revenues and net loss of the acquired business/entities since their respective acquisition dates in the unaudited condensed consolidated financial statements for the nine-month period ended September 30, 2011 were $822,708 and $3,626,894, respectively.

F-79

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

6.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010 (successor)		September 30, 2011 (successor)
Advance to suppliers	$	16,242	$	10,204,745
Prepaid advertisement expenses		—		2,331,505
Rental and other deposits		12,038		1,321,394
Advances to employees		8,372		1,002,271
Prepaid rental expenses		8,106		1,111,279
Prepaid professional service fee		—		1,240,974
Other current assets		977		76,182
	$	45,735	$	17,288,350

7.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010 (successor)			September 30, 2011 (successor)
Furniture and fixtures	$	8,718		$	769,483
Computer and software		96,106			5,695,955
Vehicle		—			10,216
Leasehold improvement		—			317,335
Total		104,824			6,792,989
Less: accumulated depreciation		(2,505	)		(451,781	)
Property and equipment, net	$	102,319		$	6,341,208

        Depreciation expenses for the nine-month periods ended September 30, 2010 and 2011 were $13 and $444,145, respectively.

F-80

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

8.     ACQUIRED INTANGIBLE ASSETS, NET

        Acquired intangible assets, net, consisted of the following:

	December 31, 2010 (successor)		September 30, 2011 (successor)
Trade name/domain name	$	438,938	$	3,382,111
User base		210,863		672,813
Operating system		11,441		131,107
Customer relationship		—		20,226
Total		661,242		4,206,257
Less: Accumulated amortization		—		(676,798	)
Acquired intangible assets, net	$	661,242	$	3,529,459

        In July 2011, the Group acquired a domain name of www.55.com in amount of $2,317,200 with 10-year useful life. The amortization expenses were nil and $667,344 for the nine-month periods ended September 30, 2010 and 2011, respectively. The Group expects to record amortization expenses of $249,391, $991,633, $440,045, $288,976, $280,567 and $1,278,847 for the last quarter of 2011, the year of 2012, 2013, 2014, 2015 and thereafter, respectively.

9.     GOODWILL

        The change in the goodwill balance for the period ended September 30, 2011 is as follows:

Balance as of January 1, 2011		$	1,840,346
Goodwill recognized in connection with acquisitions of:
	Shijiazhuang Letuaner (Note 5(a))		6,385
	Changzhou Bangketuan (Note 5(b))		47,067
	Wuxi Yuzhong (Note 5(c))		1,052,078
	Shenzhen Xunjie (Note 5(d))		477,230
	Fuzhou Baiketuan (Note 5(e))		76
	Chengdu Beiguo (Note 5(f))		358,817
	Shanghai Yinqing (Note 5(g))		398,899
	Kai Yi Shi Dai (Note 5(h))		800,136
	Langfang Wodetuan (Note 5(i))		43,441
	Xiamen Shantuan (Note 5(j))		205,137
	Changzhou Jingcaituan (Note 5(k))		407,103
	Ningbo Tangtuan (Note 5(l))		211,818
	Shaoxing Tongchenggou (Note 5(m))		54,068
	Others (Note 5(n))		962,437
Exchange difference			238,952
Balance as of September 30, 2011		$	7,103,990

F-81

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

10.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010 (successor)		September 30, 2011 (successor)
Accrued payroll and welfare	$	172,241	$	9,965,872
Payable for advertisements		—		6,374,152
Consideration payable in connection with business acquisitions (Note 5)		409,091		719,426
Advance from customers		6,979		469,792
Payable for rental expenses		—		286,591
Other tax payable		35,628		246,318
Accrued refunds		26,076		—
Advance from rewards to customers		2,326		96,199
Others		57,060		171,127
Total accrued expenses and other current liabilities	$	709,401	$	18,329,477

        The Company experienced significant expansion during the first half year of 2011 and spent heavily on advertisement, which mainly included spending on on-line advertising by placing advertising on Google and Baidu search platform and spending on off-line advertising by placing advertising in substations and commercial buildings.

11.   SHORT-TERM LOAN

        On July 26, 2011, the Group entered into a short-term loan agreement with a PRC bank with a term of six-month and 6.71% annual interest rate. The credit limit of this loan is $6,114,770 (equivalent to RMB39 million) and an amount of $6,052,055 (equivalent to RMB38.6 million) was drawn as of September 30, 2011. The Group pledged a bank deposit of $7,500,000 for this loan. Interest expenses accrued for this loan was $73,002 for the nine-month period ended September 30, 2011, among which $63,922 was paid as of September 30, 2011.

12.   INCOME TAXES

Cayman

        The Company is a tax-exempt entity incorporated in the Cayman Islands.

British Virgin Islands

        Under the current BVI law, Wowo BVI is not subject to taxation.

Hong Kong

        No provision for Hong Kong Profits Tax was made for the nine-month period ended September 30, 2011 on the basis that Wowo HK did not have any assessable profits arising in or derived from Hong Kong for the period.

F-82

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

12.   INCOME TAXES (Continued)

PRC

        The Group's PRC subsidiary, VIEs and VIEs' subsidiaries were subject to PRC Enterprise Income Tax (EIT) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People's Congress adopted the Enterprise Income Tax Law (the "New EIT Law"), which became effective from January 1, 2008 and replaced the then-existing separate income tax laws for domestic enterprises and foreign-invested enterprises, by adopting a unified income tax rate of 25%. The PRC entities were subject to the income tax rate of 25% in the years of 2010 and 2011.

        Provision (credit) for income tax consisted of the following:

		Nine-month period ended September 30,
		2010 (predecessor)		2011 (successor)
Income tax expenses/(benefits):
	PRC current income tax expenses	$	31,531	$	10,866
	PRC deferred income tax benefits		—		(80,035	)
Total		$	31,531	$	(69,169	)

        The significant components of the Group's deferred tax assets and liabilities were as follows:

		December 31, 2010 (successor)			September 30, 2011 (successor)
Deferred tax assets
Current
	Accrued payroll	$	43,060		$	2,491,467
	Advertisement expenses		—			5,896,211
	Proceeds received in connection with unredeemed coupons		—			176,589
Total current deferred tax assets			43,060			8,564,267
Non-current
	Net operating loss carry forwards		—			6,030,478
Total deferred tax assets			43,060			14,594,745
Less: valuation allowance			(43,060	)		(14,594,745	)
Net deferred tax assets		$	—		$	—
Deferred tax liabilities
Non-current
	Acquired intangible assets	$	135,114		$	171,412
Total deferred tax liabilities		$	135,114		$	171,412

        The Group considers the following factors, among other matters, when determining whether some portion or all of the deferred tax assets will more likely than not be realized: the nature, frequency and

F-83

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

12.   INCOME TAXES (Continued)

severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Group's experience with tax attributes expiring unused and tax planning alternatives. The Group's ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law.

        The Group had net operating losses of $nil and $24,371,020 from the Group's PRC entities for the nine-month periods ended September 30, 2010 and 2011, respectively, which would expire on various dates through 2016. The Group operates its business through its subsidiaries, its VIEs and their subsidiaries. The Group does not file consolidated tax returns, therefore, losses from individual subsidiaries or the VIEs and their subsidiaries may not be used to offset other subsidiaries' or VIEs' earnings within the Group. Valuation allowance is considered on each individual subsidiary and VIE basis. As of December 31, 2010 and September 30, 2011, valuation allowance was $43,060 and $14,594,745, respectively, which were provided against deferred tax assets arising from net operating losses as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future.

        Reconciliation between the expense of income taxes computed by applying the PRC tax rate to income/(loss) before income taxes and the actual provision of income taxes is as follows:

		Nine-month period ended September 30,
		2010 (predecessor)			2011 (successor)
Net income/(loss) before provision for income taxes		$	61,341		$	(65,002,186	)
Statutory tax rates in the PRC			25	%		25	%
Income tax at statutory tax rate			15,335			(16,250,547	)
Expenses not deductible for tax purposes
	Entertainment expenses exceeded tax limit		822			79,387
Effect of income tax rate difference in other jurisdiction			—			1,550,305
Changes of valuation allowance			15,374			14,551,685
Income tax expenses		$	31,531		$	(69,169	)

        The EIT Law includes a provision specifying that legal entities organized outside PRC will be considered residents for Chinese income tax purposes if their place of effective management or control is within PRC. If legal entities organized outside PRC were considered residents for Chinese income tax purpose, they would become subject to the EIT Law on their worldwide income. This would cause any income legal entities organized outside PRC earned to be subject to PRC's 25% EIT. The Implementation Rules to EIT Law provide that non-resident legal entities will be considered as PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc. reside within PRC.

        Pursuant to the additional guidance released by the Chinese government on April 22, 2009 and recently issued bulletin on August 3, 2011 which provide more guidance on the implementation, management does not believe that the legal entities organized outside PRC should be characterized as PRC tax residents for EIT Law purposes.

F-84

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

12.   INCOME TAXES (Continued)

        Under the EIT Law and its implementation rules which became effective on January 1, 2008, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor's jurisdiction of incorporation has a tax treaty with PRC that provides for a different withholding arrangement. The Cayman Islands and BVI, where the Company and Wowo BVI are incorporated, does not have a tax treaty with PRC.

        There were no aggregate undistributed earnings of the Company's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC available for dividend distribution. Therefore, no deferred tax liability has been accrued for the Chinese dividend withholding taxes that might be payable upon the distribution of aggregate undistributed earnings as of September 30, 2011.

        The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. The Group has concluded that there are no significant uncertain tax positions requiring recognition in financial statements for the nine-month period ended September 30, 2010 and 2011, respectively. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits within 12 months from December 31, 2010. The Group has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods.

        Since January 1, 2008, the relevant tax authorities of the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC have not conducted a tax examination. In accordance with relevant PRC tax administration laws, tax years from 2006 to 2010 of the Group's PRC subsidiaries, VIEs and VIEs' subsidiaries, remain subject to tax audits as of September 30, 2011, at the tax authority's discretion.

13.   ORDINARY SHARES

        On January 11, 2011, the Company authorized 50,000 ordinary shares with par value of $1 per share at incorporation and such shares are not yet issued.

        On January 15, 2011, the Company increased its authorized ordinary shares from 50,000 shares to 1,928,600,536 shares and issued 300,000,000 ordinary shares at par value of $0.00001, of which 120,000,000 shares were issued to New Field and 180,000,000 shares were issued to Maodong.

        On January 20, 2011, the Company issued 7,692,308 ordinary shares to two individual investors for an aggregate cash consideration of $2,964,930.

        On March 8, 2011, the Company issued 16,194,332 ordinary shares to an individual investor for a cash consideration of $8,006,085.

        On August 4, 2011, Wowo BVI completed the 1 to 1 share exchange to the Company.

F-85

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

14.   CONVERTIBLE REDEEMABLE PREFERRED SHARES

        On April 3, 2011, the Company issued an aggregate of 5,489,604 Series A-1 Convertible Redeemable Preferred Shares ("Series A-1 Preferred Shares") to an investor at an issuance price of $0.9108 per Series A-1 Preferred Share for total cash proceeds of $5,000,000 before issuance costs of $18,073.

        On May 25, 2011, June 8, 2011 and July 5, 2011, the Company issued 30,803,678, 2,053,579 and 18,482,207 Series A-2 Convertible Redeemable Preferred Shares ("Series A-2 Preferred Shares") to investors at an issuance price of $0.9739 per Series A-2 Preferred Share for total cash proceeds of $30,000,000, $2,000,000 and $18,000,000, respectively. The related issuance costs were $108,436, $7,229 and $279,031, respectively and deducted from proceeds of Series A-2 Preferred Shares.

        The rights, preferences, privileges and restriction granted to and imposed on the Series A-1 and A-2 Preferred Shares (collectively referred to as "Series A Preferred Shares") are as follows:

Voting rights

        Each Preferred Share shall carry a number of votes equal to the number of Ordinary Shares then issuable upon its conversion into Ordinary Shares. The Preferred Shares shall generally vote together with the Ordinary Shares and not as a separate class.

        According to the Amended Memorandum and Article of Association after above issuance of Series A-1 and Series A-2 Preferred Shares, the number of directors of the board of the Company is four, including one appointed by preferred shareholders and three appointed by ordinary shareholders.

Dividends

        No dividends shall be declared or paid on the ordinary shares or any future series of Preferred Shares, unless and until a dividend in like amount is declared and paid on each outstanding Preferred Share on an as-if converted basis.

        Each holder of Series A-2 Preferred Shares shall be entitled to receive, on annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-2 Preferred Share Issue Price, (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-2 Preferred Shares could be converted.

        After the full preferential dividends for Series A-2 Preferred Shares has been paid on all outstanding Series A-2 Preferred Shares, each holder of Series A-1 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8% of the Series A-1 Preferred Share Issue Price, (ii) the dividend that would be paid with respect to the Ordinary Shares into which the Series A-1 Preferred Shares could be converted.

        In addition to any dividend pursuant to above, the holders of Preferred Shares shall be entitled to receive on a pari passu basis, when as and if declared at the sole discretion of the Board, but only out of funds that are legally available therefor, cash dividends at the rate or in the amount as the Board considers appropriate.

F-86

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

14.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Liquidation preference

        In the event of any liquidation, dissolution or winding up of the Company, each holder of Series A-2 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series A-1 Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-2 Preferred Share equal to 100% of Series A-2 Issue Price, plus all declared but unpaid dividends ("Series A-2 Preference Amount").

        After the full Series A-2 Preference Amount has been paid on all outstanding Series A-2 Preferred Shares, the each holder of Series A-1 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-1 Preferred Share equal to 100% of Series A-1 Issue Price, plus all declared but unpaid dividends ("Series A-1 Preference Amount").

        After the full Series A-2 and Series A-1 Preference Amount has been paid, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed pro rata among the holders of Preferred Shares (on an as-converted basis) and the holders of the Ordinary Shares.

        In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holders of Preferred Shares and Ordinary Shares shall be determined by the Board.

Conversion

Optional conversion

        Each holder of Preferred Shares shall have the right to convert all or any portion of the Preferred Shares into Ordinary Shares at any time. The conversion rate for the Series A Preferred Shares shall be determined by dividing the Series A Issue Price for each of the Series A Preferred Shares by its conversion price, provided that in the event of any share splits, share combinations, share dividends, recapitalizations and similar events, the initial Series A Conversion Price shall be adjusted accordingly. The initial Series A Preferred Shares Conversion Price for each of the Series A Preferred Shares shall be its Series A Issue Price.

Automatic conversion

        The Preferred Shares would automatically be converted into Ordinary Shares, at its then respective Conversion Prices, upon a Qualified IPO, which is defined as an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the Investors, and the aggregate proceeds to the Company in such initial public offering shall be not less than US$100,000,000, unless otherwise agreed upon by the Investors and the Company (the "Qualified IPO").

F-87

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

14.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

        No adjustment in the Series A Preferred Shares Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series A Conversion Price. If the Company issues any additional ordinary shares at a subscription price less than Series A Conversion Price, the Series A Conversion Price shall be reduced to a price (to the nearest one thousandth(1/1000) of a cent) equal to the consideration per share for the additional Ordinary Shares issued.

        The conversion price will be adjusted for share dividends, subdivisions, combinations or consolidations of ordinary shares, other distributions, reclassification, exchange and substitution.

        The Company will protect the Conversion Rights of the holders of the Preferred Shares against impairment, and not amend its Memorandum and Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company.

        The Group has determined that there was no embedded beneficial conversion feature attributable to the Series A-1 Preferred Shares and Series A-2 Preferred Shares because the conversion price of the preferred shares is higher than the fair value of the Group's ordinary share as of the issuance date.

Redemption rights

        In the event that (i) the Company fails to consummate a Qualified IPO within six years after the Series A-2 Original Issue Date, or (ii) there is any breach by any Group Company or any Founder of any of their representations, warranties, undertakings or other obligations, the Company shall redeem all of the Preferred Shares held by the Initiating Holders and such other holders who elect to participate in the redemption at the price per Series A Preferred Share held by such holder of Preferred Shares.

        Series A Redemption Price shall be an amount equal to:

        Series A Preferred Share Issue Price × (115%)^N plus all declared but unpaid dividends thereon up to the date of redemption

        (N = a fraction the numerator of which is the number of calendar days between the Series A Original Issue Date and the date when the Series A Redemption Price has been actually paid to the holder of such Series A Preferred Share and the denominator of which is 365)

        If on the Redemption Date, the number of Preferred Shares that may then be legally redeemed by the Company is less than the number of all Preferred Shares to be redeemed, then (i) all of Series A-2 Preferred Shares required to be redeemed shall be redeemed prior to any of the Series A-1 Preferred Shares, (ii) if not all of Series A-2 Preferred Shares required to be redeemed are able to be redeemed, then the Series A-2 Preferred Shares to be redeemed shall be allocated ratably to the holders of the Series A-2 Preferred Shares in proportion to the total number of Series A-2 Preferred Shares held by each such holder of Series A-2 Preferred Shares, and then the remaining Series A-2 Preferred Shares

F-88

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

14.   CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

to be redeemed shall be carried forward and redeemed as soon as the Company has legally available funds to do so, and (iii) once all of the Series A-2 Preferred Shares required to be redeemed have been redeemed, then the Series A-1 Preferred Shares shall be redeemed. No other securities of the Company shall be redeemed unless and until the Company shall have redeemed all of the Preferred Shares requested to be redeemed and shall have paid all the applicable Redemption Price for such Preferred Shares requested to be redeemed payable.

        The Group assesses the probability of redemption and accrues proper accretion over the period from the date of issuance to the earliest redemption date of the Series A-1 Preferred Shares and Series A-2 Preferred Shares using the effective interest rate method. The Group recognized $361,902 and $2,184,579 as accretion of redemption premium on Series A-1 Preferred Shares and Series A-2 Preferred Shares for the nine-month period ended September 30, 2011.

15.   FAIR VALUE MEASUREMENT

Measured at fair value on a recurring basis

        The Group's financial assets and liabilities measured at fair value on a recurring basis include the contingent consideration payable in connection with business acquisition of Hangzhou Zuituan (see Note 5(n)) and options to non-employees. The change in fair value for the nine-month period ended September 30, 2011 was immaterial.

Measured at fair value on a non-recurring basis

        The Group's financial assets and liabilities measured at fair value on a non-recurring basis include acquired assets and liabilities in connection with business acquisitions based on Level 3 inputs.

        The Group measured fair value of assets and liabilities acquired in business acquisitions and share options granted to employees and directors and executives using various valuation methods. These purchased assets and liabilities are considered Level 3 assets and liabilities because the Company used unobservable inputs, reflecting the Company's assessment of the assumptions that market participants would use in valuing these assets and liabilities (see Note 5).

16.   SHARE-BASED COMPENSATION

Ordinary shares to directors and executives

        On January 1, 2011, Maodong and Tianqing decided to transfer their 34,050,000 ordinary shares in the Company, to certain directors and executives for compensation. On April 30, 2011, in order to ensure the share percentage held by the top management remain the same before and after the issuance of Series A-1 Preferred Shares (see Note 14), Maodong further transferred his 3,334,203 ordinary shares to those directors and executives. On August 4, 2011, Maodong additionally transferred his 1,300,000 ordinary shares to two directors and executives. The estimated fair value of

F-89

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

16.   SHARE-BASED COMPENSATION (Continued)

ordinary shares was $0.006, $0.55 and $0.75 on January 1, 2011, April 30, 2011 and August 4, 2011, respectively.

        The share-based compensation of $3,020,904 was charged to operating expenses for the nine-month period ended September 30, 2011.

Options to employees

        On February 1, 2011, the board of directors approved the Company 2011 Share Incentive Plan ("2011 Plan"). The 2011 Plan provides for the grant of options, restricted shares, and other share-based awards. The maximum number of ordinary shares that is authorized under 2011 Plan is 30,000,000 ordinary shares. Under 2011 Plan, the Group granted 14,974,170 share options to employees on February 1, 2011. The exercise price was zero for 1,300,000 share options and $0.4 per share for 13,674,170 share options, including 1,517,570 share options with performance condition based on the revenues to be achieved for the fiscal year of 2011 and 13,456,600 share options without performance condition. The estimated fair value of the options granted was $0.182, $0.4 and $0.175 per option for 720,000 share options, 1,300,000 share options and 12,954,170 share options, respectively, on the date of grant using binomial model. The forfeiture rate of zero and 4.5% were estimated for 720,000 share options and 14,254,170 share options, respectively.

        On July 1, 2011, the Group granted 7,062,600 share options to employees. The exercise price was $1 per share option without performance condition. The estimated fair value of the options granted was $0.287 and $0.272 per option for 590,000 share options and 6,472,600 share options, respectively, on the date of grant using binomial model. The forfeiture rate of zero and 5% were estimated for 590,000 share options and 6,472,600 share options, respectively.

        On July 25, 2011, the Group granted 7,849,144 share options to employees. The exercise price was $1 per share option without performance condition. The estimated fair value of the options granted was $0.27 on the date of grant using binomial model. The forfeiture rate of 5% was estimated.

        The Group recognized compensation cost on the share options to employees with performance condition based on the estimated probability of fulfilling the performance target and on a straight-line basis over the requisite service period. The options vest ratably over 48 months and are exercisable up to 5 years from the date of grant.

        The share-based compensation of $664,437 was charged to operating expenses for the nine-month period ended September 30, 2011.

F-90

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

16.   SHARE-BASED COMPENSATION (Continued)

        The fair value of the options granted was estimated on the date of grant with the assistance of an independent third-party appraiser, and was determined using Binomial model with the following assumptions:

	February 1, 2011			July 1, 2011			July 25, 2011
Expected volatility(1)		51	%		52	%		51	%
Risk-free interest rate(2)		2.3	%		2.4	%		2.2	%
Expected dividend yield(3)		nil			nil			nil
Exercise price(4)	nil or $	0.4		$	1.0		$	1.0
Fair value of the underlying ordinary shares(5)		$0.4		$	0.75		$	0.75

(1)

Volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on average historical volatility of comparable companies for the period before the valuation date with lengths equal to the life of the options.

(2)

Risk-free rate

Risk free rate is estimated based on yield to maturity of PRC international government bonds with maturity term close to the life of the options.

(3)

Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the life of the options.

(4)

Exercise price

The exercise price of the options was determined by the Group's board of directors.

(5)

Fair value of underlying ordinary shares

The estimated fair value of the ordinary shares underlying the options as of the respective valuation dates was determined based on retrospective and contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal and equity transactions of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation dates was determined with the assistance of an independent third-party appraiser.

Options to non-employees

        On February 1, 2011, the Group granted 4,000 share options with an exercise price of $0.4 per option to one consultant with terms of keeping serving the Group for at least four years. The Group

F-91

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

16.   SHARE-BASED COMPENSATION (Continued)

recorded compensation expense of $293 for the nine-month period ended September 30, 2011. The estimated fair value of the options granted was $0.175 as of February 1, 2011. The forfeiture rate of zero was used.

Options	Number of share options		Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of January 1, 2011		—		—		—		—
Granted		29,889,914	$	0.68		4.57	$	520,000
Forfeited and expired		—		—		—		—
Outstanding as of September 30, 2011		29,889,914	$	0.68		4.57	$	520,000
Exercisable as of September 30, 2011		—		—		—		—

        As of September 30, 2011, there was $5,984,790 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted employees and non-employees under the 2011 Plan, which is expected to be recognized over a weighted-average period of 3.57 years.

Shares of acquired entities granted to employees

        In acquisition of Jinan0531tuan, Shenyang19tuan, Shijiazhuang Letuaner, Changzhou Bangketuan, Fuzhou Baiketuan, Shaoxing Tongchenggou, Langfang Wodetuan, Quanzhou Yiwantuan, Jilin Meimeituan, Ningbo Tangtuan, Xiamen Shantuan and Guiyang Shantuan, Beijing Wowo Tuan promised to transfer 49% equity interest of the newly incorporated company to certain key employees for their continuing employment for the next three years from the acquisition date. Those shares will not be vested until the maturity of the three years employment. The employees' ability to sell or transfer the shares is contingent upon the employees providing three years of services. The employees' ability to sell or transfer the share is contingent upon the employee providing three years of service. After the transfer of the equity interests, the former shareholders are required to work for the acquired companies as key executives and employees of the acquired entities for a term of not less than three (3) years (vesting terms). During the vesting terms, other than to the acquired companies or any person designated by the acquired companies, the former shareholders shall not be entitled to transfer or assign the equity interests to any other parties. In addition, the former shareholders are required to pledge all the transferred equity interests to the acquired companies. The pledge shall be expired in three (3) years from the date the equity interests are transferred to former shareholders. If the employees do not provide the requisite service, the Company will exercise the repurchase right in the agreements. Accordingly, all the related cost would be considered compensation for post-combination services. At the completion of the vesting period the above share will be granted and the noncontrolling interest will be recorded. All related cost is measured based on the grant date fair value of equity interests, and recognized $179,354 as compensation expenses for the nine-month period ended September 30, 2011.

        As of September 30, 2011, Beijing Wowo Tuan had entered into supplemental agreements with the original shareholders of these acquired entities, and would not transfer 49% of the equity interests of the newly incorporated companies to the original shareholders and in exchange that the Company granted certain share options of the Company which was included in the share options granted on July 25, 2011.

F-92

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

17.   NET INCOME/(LOSS) PER SHARE

        The calculation of the net income /(loss) per share is as follows:

	Nine-month period ended September 30
	2010 (predecessor)		2011 (successor)
Numerator used in basic and diluted net loss per share:
Net income/(loss) attributable to Wowo Limited	$	29,810	$	(64,510,521	)
Accretion of redemption premium on Series A-1 Preferred Shares		—		(361,902	)
Accretion of redemption premium on Series A-2 Preferred Shares		—		(2,184,579	)
Net income/(loss) attributable to ordinary shareholders for computing basic net loss per ordinary share		29,810		(67,057,002	)
Accretion of redemption premium Series A-1 Preferred Shares		—		361,902
Net income attributable to Series A-1 preferred Shareholders for computing basic net income per Series A-1 Preferred Share		—		361,902
Accretion of redemption premium Series A-2 Preferred Shares		—		2,184,579
Net income attributable to Series A-2 preferred Shareholders for computing basic net income per Series A-2 Preferred Share		—		2,184,579
Shares (denominator):
Weighted average ordinary shares outstanding used in computing basic net loss per ordinary share		300,000,000		319,436,165
Weighted average ordinary shares outstanding used in computing diluted net loss per ordinary share		300,000,000		319,436,165
Weighted average shares outstanding used in computing basic net income per Series A-1 Preferred Share		—		3,639,628
Weighted average shares outstanding used in computing basic net income per Series A-2 Preferred Share		—		21,378,279
Net loss per ordinary share—basic	$	—	$	(0.21	)
Net loss per ordinary share—diluted	$	—	$	(0.21	)
Net income per Series A-1 Preferred Share—basic	$	—	$	0.10
Net income per Series A-2 Preferred Share—basic	$	—	$	0.10

        Share options and Series A-1 and Series A-2 Preferred Shares were excluded from the computation of diluted net loss per ordinary share for the nine-month period ended September 30, 2011 because their effects were anti-dilutive. For the nine-month period ended September 30, 2011, such outstanding securities consisted of share options of a weighted average number of 624,658.

F-93

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

18.   RELATED PARTY BALANCES AND TRANSACTIONS

        Nature of the relationships with related parties:

Name		Relationship with the Company
Beijing Baifen Tonglian Information Technology Co., Ltd. ("Lmobile")		Controlled by Mr. Maodong Xu
	Mr. Maodong Xu	Shareholder
Mr. Yunming Wang		Previous shareholder of Jihe Weilai and top management of the Company

        As of December 31, 2010 and September 30, 2011, the following balances were due from/to the related parties:

	December 31, 2010 (successor)		September 30, 2011 (successor)
Amount due from Lmobile(i)	$	177,980	$	—
Amount due from Mr. Yunming Wang(i)		279,756		290,362	(ii)
Total	$	457,736	$	290,362

(i)

Before Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan, the business of the Company is very small, and no formal third party payment accounts, i.e. Alipay account, was opened under the Company's name. The Company used Mr. Yunming Wang's personal Alipay account and one of the Lmobile's Alipay accounts to collect the money from the subscribers up to December 31, 2010. As these accounts were not under the Company's name, the balances of them have been treated as due from the related parties as of December 31, 2010.

(ii)

This amount was received in October 2011.

	December 31, 2010 (successor)		September 30, 2011 (successor)
Amount due to Mr. Yunming Wang	$	2,367	$	—
Amount due to Mr. Maodong Xu		—		192,299
Amount due to Lmobile		—		31,721	(iii)
Total	$	2,367	$	224,020

(iii)

The amount represents payable to Lmobile for short messaging service provided.

        All the amounts due from/to related parties are unsecured and non-interest bearing.

F-94

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

19.   COMMITMENT AND CONTINGENCY

Operating lease

        The Group leases certain office premises under non-cancellable leases. Rental expenses under operating leases for the nine-month periods ended September 30, 2010 and 2011 were $16,209 and $3,304,062, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Three-month period ending December 31:
	2011	$	1,412,891
Years ending December 31:
	2012		6,220,209
	2013		2,145,824
	2014		767,562
	2015 and thereafter		73,213
Total		$	10,619,699

        Pursuant to PRC individual income tax laws, when a corporation purchases equity interest from individuals, the individuals are obligated to pay individual income tax based on 20% of the capital gain from the transaction with the corporation as the withholding agent. The Group has purchased equity interests of certain entities from individual sellers. There is a possibility that if individual sellers fail to meet their income tax obligations, the tax authority may require the Group who is withholding agent to pay the taxes for the sellers firstly. Based on the information currently available, the Group was unable to make a reasonable estimate of the related liability due to the uncertainty related to the outcome and amount of payment and relating penalty and interest.

20.   MAINLAND CHINA CONTRIBUTION PLAN

        Full time PRC employees of the Group are eligible to participate in a government-mandated multi-employer defined contribution plan under which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to these employees. The PRC labor regulations require the Group to accrue for these benefits based on a percentage of each employee's income. Total provisions for employee benefits were $19,219 and $9,466,608 for the nine-month periods ended September 30, 2010 and 2011, respectively, were reported as a component of operating expenses when incurred.

21.   STATUTORY RESERVES AND RESTRICTED NET ASSETS

        In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group's subsidiaries, VIEs and VIEs' subsidiaries located in the PRC, being foreign invested enterprises established in the PRC, are required to provide for certain statutory reserves. These statutory reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund or discretionary reserve fund, and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires a minimum annual appropriation

F-95

WOWO LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2010 AND 2011 (Continued)

(In U.S. dollars, except share and share related data)

21.   STATUTORY RESERVES AND RESTRICTED NET ASSETS (Continued)

of 10% of after-tax profit (as determined under accounting principles generally accepted in China at each year-end); the other fund appropriations are at the subsidiaries' or the affiliated PRC entities' discretion. These statutory reserve funds can only be used for specific purposes of enterprise expansion, staff bonus and welfare, and are not distributable as cash dividends except in the event of liquidation of our subsidiaries, our affiliated PRC entities and their respective subsidiaries. The Group's subsidiaries, VIEs and VIEs' are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. As of December 31, 2010 and September 30, 2011, none of the Group's PRC subsidiaries and VIE entities has a general reserve that reached the 50% of their registered capital threshold and therefore they will continue to allocate at least 10% of their after tax profits to the general reserve fund.

        Appropriations to the enterprise expansion reserve and the staff welfare and bonus reserve are to be made at the discretion of the board of directors of each of the Group's subsidiaries.

        The appropriation to these reserves by the Group's PRC subsidiaries and VIE entities was nil for the nine-month periods ended September 30, 2010 and 2011.

        As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Group's PRC subsidiaries and VIE entities. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE entities in the Group not available for distribution was $17,114,091 as of September 30, 2011.

22.   SUBSEQUENT EVENTS

        The Group has evaluated events subsequent to the balance sheet date of September 30, 2011 through November 22, 2011, the date the unaudited condensed consolidated financial statements were available to be issued.

        On November 11, 2011, Beijing Wowo Tuan transferred 100% equity interest of Chengdu Beiguo back to the original shareholders for $180,307 (RMB 1.15 million) with a disposal loss of $282,657 (RMB 1.8 million). All the share options granted to the original shareholders of Chengdu Beiguo are forfeited at the same time.

F-96

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHENYANG19TUAN

        We have audited the accompanying statements of operations, changes in deficit and comprehensive income, and cash flows for the period from June 12, 2010 (business commencement date) to December 30, 2010 of Shenyang19tuan (the "Company"). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the results of its operations and its cash flows for the period from June 12, 2010 (business commencement date) to December 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
October 25, 2011
(November 11, 2011 as to Note 2)

F-97

SHENYANG19TUAN

STATEMENT OF OPERATION (RESTATED)

(In U.S. dollars)

		For the period from June 12, 2010 (business commencement date) to December 30, 2010
Net revenues		$	88,750
Cost of revenues			1,566
Gross profit			87,184
Operating expenses:
	Marketing		4,535
	Selling, general and administrative		47,763
	Total operating expenses		52,298
Income from operations			34,886
Provision for income tax			8,721
Net income		$	26,165

The accompanying notes are an integral part of this financial statement.

F-98

SHENYANG19TUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of June 12, 2010 (business commencement date)	$	—	$	—		$	—	$	—
Contribution from shareholders		8,933		—			—		8,933
Net income		—		26,164			—		26,164		$	26,164
Distribution to shareholders		—		(112,038	)		—		(112,038	)		—
Foreign currency translation adjustments		—		—			636		636			636
Balance as of December 30, 2010	$	8,933	$	(85,874	)	$	636	$	(76,305	)	$	26,800

The accompanying notes are an integral part of this financial statement.

F-99

SHENYANG19TUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from June 12, 2010 (business commencement date) to December 30, 2010
Cash flows from operating activities:
	Net income		$	26,164
	Depreciation			439
	Changes in operating assets and liabilities:
		Account payable		60,590
		Accrued expenses and other current liabilities		19,665
Net cash provided by operating activities				106,858
Cash flows from investing activities:
	Purchase of property and equipment			(4,389	)
Cash used in investing activities				(4,389	)
Cash flows from financing activities:
	Capital contribution by shareholders			8,933
	Net distribution to shareholders			(112,038	)
Net cash provided by financing activities				(103,105	)
Effect of exchange rate changes				636
Increase in cash				—
Cash and cash equivalents as of June 12, 2010 (business commencement date)				—
Cash and cash equivalents as of December 30, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-100

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shenyang 19tuan (the "Company") was previously a business unit of Shenyang Liaoyi Internet Co., Ltd. ("Shenyang Liaoyi") which is engaged in the online group buying sevices business in the foodservices, health and beauty, leisure, recreation and retail sectors in the PRC and is operating under the domain name of www.19tuan.com.

        Shenyang Liaoyi was incorporated in Liaoning province, the People's Republic of China ("PRC") as a limited liability company, on March 20, 2005. Starting from June 12, 2010 ("business commencement date"), Shenyang Liaoyi set up a new separate business division, namely Shenyang 19tuan, and commenced its online group buying services operating under the domain name of www.19tuan.com.

        On December 31, 2010, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired Shenyang 19tuan, a business unit of Shenyang Liaoyi, which consists of online group buying services business operating under the domain name of www.19tuan.com, the user bases and employee bases related to such business (the "acquisition") for cash consideration of $303,030 (RMB2 million).

        Accordingly, the accompanying financial statements reflect the financial position as of December 30, 2010 and the results and cash flows of Shenyang 19tuan for the period from the business commencement date, June 12, 2010 to December 30, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from June 12, 2010 (business commencement date) to December 30, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short

F-101

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the period from June 12, 2010 (business commencement date) to December 30, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from June 12, 2010 (business commencement date) to December 30, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported for the period from June 12, 2010 (business commencement date) to December 30, 2010		Restatement Adjustment			As Restated for the period from June 12, 2010 (business commencement date) to December 30, 2010
Net revenues	$	557,428	$	(468,678	)	$	88,750
Cost of revenues		46,878		(45,312	)		1,566
Gross profit		88,750		(1,566	)		87,184
Operating expenses:
Marketing		21,546		(17,011	)		4,535
Selling, general and administrative		32,319		15,444			47,763
Total operating expenses		53,865		(1,567	)		52,298
Income from operations		34,886		—			34,886
Provision for income tax		8,721		—			8,721
Net income	$	26,165		—		$	26,165

F-102

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

        The historical results for the period from June 12, 2010 to December 30, 2010 have been prepared to reflect all of the online group buying services business for the entire period. Accordingly the revenues, cost of revenues and operating expenses related to the online group buying services for the period from June 12, 2010 to December 30, 2010 have been "carved-out" for this period on a basis that the management considers to be reasonable. The historical financial information that has been presented for the periods prior to the acquisition date does not necessarily reflect what the financial position, results of operations and cash flows would have been had we been a separate, stand-alone entity during the periods presented. Shenyang Liaoyi did not account for Shenyang19tuan or the Company, and Shenyang19tuan or the Company was not operated, as a separate, stand-alone entity prior to the acquisition date.

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $557,428 for the period from June 12, 2010 (business commencement date) to December 30, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the

F-103

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the period from June 12, 2010 (business commencement date) to December 30, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from June 12, 2010 to December 30, 2010 was $5,165.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

F-104

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

F-105

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in deficit and comprehensive income.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods

F-106

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments

F-107

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 12, 2010 to December 30, 2010.

5.     DISTRIBUTION TO SHAREHOLDERS

        During the period from June 12, 2010 to December 31, 2010, the Company's shareholders collected cash of $112,038 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

6.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from June 12, 2010 to December 30, 2010 were $5,879.

F-108

SHENYANG 19TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 12, 2010 (BUSINESS

COMMENCEMENT DATE) TO DECEMBER 30, 2010

(In U.S. dollars)

6.     COMMITMENT (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	7,322
	2012		666
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	7,988

7.     SUBSEQUENT EVENT

        On December 31, 2010, Beijing Wowo Tuan acquired Shenyang19tuan for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowotuan and the shareholders of Shenyang19tuan relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Shenyang Wowo Tuan to the original shareholders and the key employees for their continuing employment with Shenyang Wowo Tuan for the next three years from the acquisition date.

        On August 18 2011, Beijing Wowo Tuan and the original shareholders of Shenyang 19tuan entered into supplemental agreements to the acquisition agreements entered in December 2010. Based on the supplemental agreements, Beijing Wowo Tuan will not transfer 49% of the interest of Shenyang Wowo Tuan and granted certain share options of the Company to the original shareholders of Shenyang 19tuan with the performance condition based on the revenue and gross margin generated from the operation of Shenyang Wowo Tuan for the next four years.

F-109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
JINAN0531TUAN

        We have audited the accompanying statements of operations, changes in equity and comprehensive income, and cash flows for the period from August 6, 2010 (inception date) to December 30, 2010 of Jinan0531tuan (the "Company"). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, results of its operations and its cash flows for the period from August 6, 2010 (inception date) to December 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
October 25, 2011
(November 11, 2011 as to Note 2)

F-110

JINAN0531TUAN

STATEMENT OF OPERATION (RESTATED)

(In U.S. dollars)

		For the period from August 6, 2010 (inception date) to December 30, 2010
Net revenues		$	112,097
Cost of revenues			4,812
Gross profit			107,285
Operating expenses:
	Marketing		1,560
	Selling, general and administrative		16,122
Total operating expenses			17,682
Income from operations			89,603
Provision for income tax			22,401
Net income		$	67,202

The accompanying notes are an integral part of this financial statement.

F-111

JINAN0531TUAN

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of August 6, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		147,521		—			—		147,521
Net income		—		67,202			—		67,202		$	67,202
Distribution to shareholders		—		(88,622	)		—		(88,622	)		—
Foreign currency translation adjustments		—		—			5,626		5,626			5,626
Balance as of December 30, 2010	$	147,521	$	(21,420	)	$	5,626	$	131,727		$	72,828

The accompanying notes are an integral part of this financial statement.

F-112

JINAN0531TUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 6, 2010 (inception date) to December 30, 2010
Cash flows from operating activities:
	Net income		$	67,202
	Depreciation			744
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(61,171	)
		Accrued expenses and other current liabilities		491
		Income tax payable		22,401
Net cash used in operating activities				29,667
Cash flows from investing activities:
	Purchase of property and equipment			(5,379	)
Cash used in investing activities				(5,379	)
Cash flows from financing activities:
	Capital contribution by shareholder			147,521
	Net distribution to shareholders			(88,622	)
Net cash provided by financing activities				58,899
Effect of exchange rate difference				4,584
Increase in cash				87,771
Cash and cash equivalents as of August 6, 2010 (inception date)				—
Cash and cash equivalents as of December 30, 2010			$	87,771

The accompanying notes are an integral part of this financial statement.

F-113

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Jinan Meituan Information Consulting Co., Ltd. ("Jinan Meituan"), which was incorporated on August 6, 2010 in Shandong province, the People's Republic of China ("PRC") as a limited liability company.

        Jinan Meituan commenced its operation of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.0531tuan.com ("Jinan0531tuan" or "the Company") in the PRC on August 6, 2010.

        On December 31, 2010, Beijing Wowo Tuan Information Technology Co., Ltd.(Beijing Wowo Tuan) acquired the online group buying services business of Jinan Meituan (the "acquisition") for cash consideration of $151,515 (RMB1 million). The accompanying financial statements are presented for the period prior to acquisition.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from August 6, 2010 (inception date) to December 30, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

F-114

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Based on the above, the Company has restated its financial statements for the period from August 6, 2010 (inception date) to December 30, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from August 6, 2010 (inception date) to December 30, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Period from August 6, 2010 (inception date) to December 30, 2010		Restatement Adjustment			As Restated For the Period from August 6, 2010 (inception date) to December 30, 2010
Net revenues	$	785,772	$	(673,675	)	$	112,097
Cost of revenues		673,675		(668,863	)		4,812
Gross profit		112,097		(4,812	)		107,285
Operating expenses:
Marketing		15,746		(14,186	)		1,560
Selling, general and administrative		6,748		9,374			16,122
Total operating expenses		22,494		(4,812	)		17,682
Income from operations		89,603		—			89,603
Provision for income tax		22,401		—			22,401
Net Income	$	67,202		—		$	67,202

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards

F-115

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $785,772 for the period from August 6, 2010 (inception date) to December 30, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the period from August 6, 2010 (inception date) to December 30, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

F-116

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the period from August 6, 2010 to December 31, 2010 was $3,871.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

F-117

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is

F-118

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities'

F-119

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from August 6, 2010 to December 30, 2010.

F-120

JINAN0531TUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 6, 2010 (INCEPTION DATE)

TO DECEMBER 30, 2010

(In U.S. dollars)

5.     DISTRIBUTION TO SHAREHOLDERS

        During the period from August 6, 2010 to December 31, 2010, the Company's shareholders collected cash of $88,622 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

6.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the period from August 6, 2010 (inception date) to December 30, 2010 were $666.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	2,045
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	2,045

7.     SUBSEQUENT EVENT

        On December 31, 2010, Beijing Wowo Tuan acquired Jinan0531tuan for a cash consideration of $151,515 (RMB1 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Jinan Meituan, Beijing Wowo Tuan promised to transfer 49% interest of Jinan Wuzhiwu to the original shareholders and the key employees for their continuing employment with Jinan Wuzhiwu for the next three years after the acquisition date.

F-121

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Shijiazhuang Chuanglian Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance auditing the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-122

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	33,692
	Accounts receivable		16,899
	Prepaid expenses and other current assets		454,758
Total current assets			505,349
Property and equipment, net			21,495
TOTAL ASSETS			526,844
Current liabilities:
	Account payable		77,750
	Accrued expenses and other current liabilities		29,095
Total current liabilities			106,845
Total liabilities			106,845
Commitment (Note 9)
Shareholder's equity:
	Paid-in capital		372,777
	Accumulated deficit		(34,971	)
	Accumulated other comprehensive income		82,193
Total equity			419,999
TOTAL LIABILITIES AND EQUITY		$	526,844

The accompanying notes are an integral part of this financial statement.

F-123

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	241,294
Cost of revenues			42,718
Gross profit			198,576
Operating expenses:
	Marketing		14,659
	Selling, general and administrative		190,159
	Total operating expenses		204,818
Loss from operations			(6,242	)
Interest income			1,101
Other expenses			(148	)
Loss before provision for income tax			(5,289	)
Provision for income tax			—
Net loss		$	(5,289	)

The accompanying notes are an integral part of this financial statement.

F-124

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of January 1, 2010	$	372,777	$	15,882		$	66,734	$	455,393
Net loss		—		(5,289	)		—		(5,289	)	$	(5,289	)
Distribution to shareholder		—		(45,564	)		—		(45,564	)
Foreign currency translation adjustments		—		—			15,459		15,459			15,459
Balance as of December 31, 2010	$	372,777	$	(34,971	)	$	82,193	$	419,999		$	10,170

The accompanying notes are an integral part of this financial statement.

F-125

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(5,289	)
	Depreciation			6,345
	Changes in operating assets and liabilities:
		Accounts receivable		16,972
		Prepaid expenses and other current assets		(27,968	)
		Accounts payable		(2,068	)
		Accrued expenses and other current liabilities		(1,838	)
Net cash used in operating activities				(13,846	)
Cash flows from investing activities:
	Purchase of property and equipment			(10,996	)
Cash used in investing activities				(10,996	)
Cash flows from financing activities:
	Net distribution to shareholder			(45,564	)
Cash used in financing activities				(45,564	)
Effect of exchange rate changes				2,860
Decrease in cash				(67,546	)
Cash and cash equivalents at beginning of year				101,238
Cash and cash equivalents at end of year			$	33,692

The accompanying notes are an integral part of this financial statement.

F-126

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shijiazhuang Chuanglian Technology Co., Ltd. ("Shijiazhuang Chuanglian" or "the Company"), was incorporated on October 22, 2002 in Hebei province, the People's Republic of China ("PRC"), as a limited liability company. Shijiazhuang Chuanglian is primarily engaged in hotel and restaurant booking services ("the Booking Services") since its incorporation. Starting from May 27, 2010, in addition to the Booking Services, Shijiazhuang Chuanlian commenced its operation of online group buying services relating to local e-commerce services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC under the domain name of www.letuaner.com ("Shijiazhuang Letuaner") and thereafter, Shijiazhuang Letuaner contributed majority of the revenues and net income to the Company.

        On January 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Shijiazhuang Chuanlian (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Following the acquisition, the Booking Services continues to be operated by its original shareholder and Shijiazhuang Letuaner operated under Beijing Wowo Tuan as one of the divisions. On March 4, 2011, Beijing Wowo Tuan set up a new PRC entity, Shijiazhuang Wowo Tuan Information Technology Co., Ltd. ("Shijiazhuang Wowo Tuan") and transferred its interest in Shijiazhuang Letuaner into Shijiazhuang Wowo Tuan. Hence the accompanying financial statements are presented for the year ended December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the year ended December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

F-127

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the year ended December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the year ended December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Year Ended December 31, 2010			Restatement Adjustment			As Restated For the Year Ended December 31, 2010
Net revenues	$	777,774		$	(536,480	)	$	241,294
Cost of revenues		575,425			(532,707	)		42,718
Gross profit		202,349			(3,773	)		198,576
Operating expenses:
Marketing		87,184			(72,525	)		14,659
Selling, general and administrative		121,407			68,752			190,159
Total operating expenses		208,591			(3,773	)		204,818
Loss from operations		(6,242	)		—			(6,242	)
Interest Income		1,101			—			1,101
Other expenses		(148	)		—			(148	)
Loss before provision for income tax		(5,289	)		—			(5,289	)
Provision for income tax		—			—			—
Net Loss	$	(5,289	)		—		$	(5,289	)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

F-128

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $777,774 for the year ended December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

F-129

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company receives commissions from the Booking Services provided to the subscribers for hotel and restaurant reservation. Commissions are recognized when the Booking Services are rendered.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the year ended December 31, 2010 was $14,351.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

F-130

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and term deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-131

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair value of financial instruments

        Financial instruments include cash and cash equivalents and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

F-132

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments

F-133

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Amount due from a third party	$	439,905
Advances to employees		12,883
Prepaid rental expenses		1,970
	$	454,758

        Amount due from a third party represents receivables from a third party for working capital and expenses the Company paid on behalf of a third party. This balance was unsecured, interest free and has no fixed repayment terms.

5.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	30,866
Computer and software		49,510
Total		80,376
Less: accumulated depreciation		(58,881	)
Property and equipment, net	$	21,495

        Depreciation expenses for year ended December 31, 2010 was $6,345.

6.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	12,313
Accrued payroll and welfare		9,236
Other tax payable		7,546
	$	29,095

F-134

SHIJIAZHUANG CHUANGLIAN TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

7.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the year ended December 31, 2010.

8.     DISTRIBUTION TO SHAREHOLDER

        During the year ended December 31, 2010, the Company's shareholder collected cash of $45,564 from the customers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholder and recorded as a reduction to the shareholder's equity.

9.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the year ended December 31, 2010 was $9,319.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	2,273
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	2,273

10.   SUBSEQUENT EVENTS

        On January 1, 2010, Beijing Wowo Tuan acquired Shijiazhuang Letuaner for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the agreements, Beijing Wowo Tuan promised to transfer 49% interest of Shijiazhuang Letuaner to the original shareholder and certain key employees for their continuing employment with Shijiazhuang Letuaner for the next three years from the acquisition date.

F-135

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU BANGKETUAN

        We have audited the accompanying balance sheet of Changzhou Bangketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-136

CHANGZHOU BANGKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net		$	5,812
TOTAL ASSETS			5,812
Current liabilities:
Business tax payable			6,220
Income tax payable			1,292
Total current liabilities			7,512
Total liabilities			7,512
Commitment (Note 7)
Shareholder's deficit:
	Paid-in capital		146,479
	Accumulated deficit		(153,308	)
	Accumulated other comprehensive income		5,129
Total deficit			(1,700	)
TOTAL LIABILITIES AND DEFICIT		$	5,812

The accompanying notes are an integral part of this financial statement.

F-137

CHANGZHOU BANGKETUAN

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	78,073
Cost of revenues			7,505
Gross profit			70,568
Operating expenses:
	Marketing		5,691
	Selling, general and administrative		59,834
	Total operating expenses		65,525
Income from operations			5,043
Provision for income tax			1,261
Net income		$	3,782

The accompanying notes are an integral part of this financial statement.

F-138

CHANGZHOU BANGKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	146,479	$	—		$	22	$	146,501
Net income		—		3,782			—		3,782		$	3,782
Distribution to shareholder		—		(157,090	)		—		(157,090	)		—
Foreign currency translation adjustments		—		—			5,107		5,107			5,107
Balance as of December 31, 2010	$	146,479	$	(153,308	)	$	5,129	$	(1,700	)	$	8,889

The accompanying notes are an integral part of this financial statement.

F-139

CHANGZHOU BANGKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,782
	Depreciation			778
	Changes in operating assets and liabilities:
		Business tax payable		6,073
		Income tax payable		1,261
Net cash provided by operating activities				11,894
Cash flows from investing activities:
	Purchase of property and equipment			(6,452	)
	Amounts due from related party			146,479
Net cash used in investing activities				140,027
Cash flows from financing activities:
	Net distribution to shareholder			(157,090	)
Net cash used in financing activities				(157,090	)
Effect of exchange rate changes				5,169
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-140

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Changzhou Subang Information Technology Co., Ltd. ("Changzhou Subang") was incorporated on October 16, 2008 in Jiangsu province, the People's Republic of China ("PRC"), as a limited liability company. The Changzhou Subang had no operation since its inception until July 16, 2010.

        On July 16, 2010,Changzhou Subang commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.bangke.com ("Changzhou Bangketuan" or "the Company") in the PRC.

        On January 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Changzhou Subang (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up another PRC entity, Changzhou Wowo Tuan Information Technology Co., Ltd. ("Changzhou Wowo Tuan") on February 9, 2011 and transferred this online group buying services business of Changzhou Bangketuan to Changzhou Wowo Tuan. During the period between the date of the acquisition, January 7, 2011, and the establishment date of Changzhou Wowo Tuan, February 9, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the year ended December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

F-141

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the year ended December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the year ended December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Year Ended December 31, 2010		Restatement Adjustment			As Restated For the Year Ended December 31, 2010
Net revenues	$	450,644	$	(372,571	)	$	78,073
Cost of revenues		373,368		(365,863	)		7,505
Gross profit		77,276		(6,708	)		70,568
Operating expenses:
Marketing		26,864		(21,173	)		5,691
Selling, general and administrative		45,369		14,465			59,834
Total operating expenses		72,233		(6,708	)		65,525
Income from operations		5,043		—			5,043
Provision for income taxes		1,261		—			1,261
Net Income	$	3,782		—		$	3,782

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

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CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $450,644 for the year ended December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that

F-143

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period for the year ended December 31, 2010 was $4,498.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

F-144

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or

F-145

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed

F-146

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-147

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,576
Computer and software		5,033
Total		6,609
Less: accumulated depreciation		(797	)
Property and equipment, net	$	5,812

        Depreciation expenses for the year ended December 31, 2010 was $778.

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% for the year ended December 31, 2010.

6.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $157,090 from the subscribers on behalf of the company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

7.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the year ended December 31, 2010 was $1,519.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	271
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	271

F-148

CHANGZHOU BANGKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

8.     SUBSEQUENT EVENTS

        On January 7, 2011, Beijing Wowo Tuan acquired Changzhou Bangketuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Changzhou Subang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Changzhou Wowo Tuan to the orginal shareholder and the key employee for their continuing employment with Changzhou Bangketuan for the next three years after the acquisition date.

        On July 18, 2011, Beijing Wowo Tuan and the original shareholders of Changzhou Bangketuan entered into a supplemental agreement to the acquisition agreements entered into in January 2011. Based on the supplemental agreement, Beijing Wowo Tuan will not transfer 49% of the interest of Changzhou Bangketuan and will pay cash consideration of US$154,715 (RMB1 million) to the original shareholders.

F-149

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

        We have audited the accompanying balance sheet of Shenzhen Xunjie Times Media Co. Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive loss, and cash flow for the period from May 5, 2010 (business commencement date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 5, 2010 (business commencement date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-150

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	4,295
	Amount due from a related party		229,513
Total current assets			233,808
Property and equipment, net			38,081
TOTAL ASSETS			271,889
Current liabilities:
	Accounts payable		102,937
	Accrued expenses and other current liabilities		25,332
Total current liabilities			128,269
Total liabilities			128,269
Commitment (Note 8)
Shareholder's equity:
	Paid-in capital		147,189
	Accumulated deficit		(7,709	)
	Accumulated other comprehensive income		4,140
Total equity			143,620
TOTAL LIABILITIES AND EQUITY		$	271,889

The accompanying notes are an integral part of this financial statement.

F-151

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Net revenues		$	143,502
Cost of revenues			9,387
Gross profit			134,115
Operating expenses:
	Marketing		11,657
	Selling, general and administrative		130,167
Total operating expenses			141,824
Loss before provision for income tax			(7,709	)
Net loss		$	(7,709	)

The accompanying notes are an integral part of this financial statement.

F-152

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive loss
Balance as of May 5, 2010 (business commencement date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		147,189		—			—		147,189
Net loss		—		(7,709	)		—		(7,709	)	$	(7,709	)
Foreign currency translation adjustments		—		—			4,140		4,140			4,140
Balance as of December 31, 2010	$	147,189	$	(7,709	)	$	4,140	$	143,620		$	(3,569	)

The accompanying notes are an integral part of this financial statement.

F-153

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

STATEMENT OF CASH FLOWS

(In U.S. dollars)

		For the period from May 5, 2010 (business commencement date) to December 31, 2010
Cash flows from operating activities:
	Net loss	$	(7,709	)
	Depreciation		748
Changes in operating assets and liabilities:
	Accounts payable		100,496
	Accrued expenses and other current liabilities		24,732
Net cash provided by operating activities			118,267
Cash flows from investing activities:
	Purchase of property and equipment		(37,926	)
	Amount due from a related party		(224,071	)
Cash used in investing activities			(261,997	)
Cash flows from financing activities:
	Capital contribution from shareholder		147,189
Cash provided by financing activities			147,189
Effect of exchange rate changes			836
Increase in cash			4,295
Cash and cash equivalents as of May 5, 2010 (business commencement date)			—
Cash and cash equivalents as of December 31, 2010		$	4,295

The accompanying notes are an integral part of this financial statement.

F-154

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Mr. Yong Yang and Ms. Juan Shi commenced the business in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platform which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile") on May 5, 2010. On September 21, 2010, Mr. Yong Yang and Ms. Juan Shi established Shenzhen Xunjie Times Media Co., Ltd. ("the Company"), a limited liability company incorporated in Shenzhen, the People's Republic of China ("PRC") to operate these businesses under the Company. Hence, the accompanying financial statements are presented for the period from May 5, 2010 (business commencement date) to December 31, 2010.

        On March 1, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. acquired 51.2% equity interest of Shenzhen Xunjie Times Media Co., Ltd ("the Company") by injecting $454,545 (RMB3 million) into the Company as capital.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from May 5, 2010 (business commencement date) to December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

F-155

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Based on the above, the Company has restated its financial statements for the period from May 5, 2010 (business commencement date) to December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from May 5, 2010 (business commencement date) to December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the period from May 5, 2010 (business commencement date) to December 31, 2010			Restatement Adjustment			As Restated For the period from May 5, 2010 (business commencement date) to December 31, 2010
Net revenues	$	662,877		$	(519,375	)	$	143,502
Cost of revenues		526,771			(517,384	)		9,387
Gross profit		136,106			(1,991	)		134,115
Operating expenses:
Marketing		78,222			(66,565	)		11,657
Selling, general and administrative		65,593			64,574			130,167
Total operating expenses		143,815			(1,991	)		141,824
Loss brefore provision for income tax		(7,709	)		—			(7,709	)
Net Loss	$	(7,709	)		—		$	(7,709	)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards

F-156

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $662,877 for the period from May 5, 2010 (business commencement date) to December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

F-157

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company sign the service agreements.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $8,352.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates

F-158

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive loss.

F-159

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related party, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance

F-160

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-161

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Computer and software	$	9,443
Leasehold improvement		29,405
Total		38,848
Less: accumulated depreciation		(767	)
Property and equipment, net	$	38,081

        Depreciation expenses for the period from May 5, 2010 (business commencement date) to December 31, 2010 was $748.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	23,365
Other tax payable		1,967
	$	25,332

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 5, 2010 (business commencement date) to December 31, 2010.

F-162

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

6.     INCOME TAX (Continued)

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	1,927
Total deferred tax assets			1,927
Less: valuation allowance			(1,927	)
Net deferred tax assets		$	—

        The Company has net operating losses of $7,709 as of December 31, 2010. As of December 31, 2010, valuation allowance was $1,927 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

7.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Juan Shi	Shareholder of Shenzhen Xunjie

	As of December 31, 2010
Amount due from Ms. Juan Shi	$	229,513	(i)
	$	229,513

(i)

The amount represents cash collected by Ms. Juan Shi on behalf of the Company, which is expected to be received in the year of 2011.

8.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expenses under operating leases for the period from May 5, 2010 (business commencement date) to December 31, 2010 were $12,771.

F-163

SHENZHEN XUNJIE TIMES MEDIA CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 5, 2010

(BUSINESS COMMENCEMENT DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	20,804
	2012		20,804
	2013		8,032
	2014		—
	2015 and thereafter		—
Total		$	49,640

F-164

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Wuxi Yuzhong Internet technology Co., Ltd. (the "Company") as of December 31, 2009 and 2010, and related statements of operations, changes in equity and comprehensive loss, and cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010, and the results of its operations and its cash flows for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-165

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

BALANCE SHEETS

(In U.S. dollars)

		As of December 31, 2009			As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	134,932		$	249,197
	Prepaid rental expenses		—			2,006
	Amounts due from related party		—			136,079
Total current assets			134,932			387,282
Property and equipment, net			4,603			50,779
TOTAL ASSETS			139,535			438,061
Current liabilities:
	Account payable		—			351,783
	Accrued expenses and other current liabilities		—			47,659
Total current liabilities			—			399,442
Total liabilities			—			399,442
Commitment (Note 8)
Shareholder's equity:
	Paid-in capital		146,501			146,501
	Accumulated deficit		(11,425	)		(110,102	)
	Accumulated other comprehensive income		4,459			2,220
Total equity			139,535			38,619
TOTAL LIABILITIES AND EQUITY		$	139,535		$	438,061

The accompanying notes are an integral part of this financial statement.

F-166

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the period from June 3, 2009 (inception date) to December 31, 2009			For the year ended December 31, 2010
Net revenues		$	—		$	186,219
Cost of revenues			—			16,079
Gross profit			—			170,140
Operating expenses:
	Marketing		—			20,013
	Selling, general and administrative		11,419			248,828
Total operating expenses			—			268,841
Loss from operations			(11,419	)		(98,701	)
Interest income			23			274
Other expense			(29	)		(250	)
Loss before income tax			(11,425	)		(98,677	)
Provision for income tax			—			—
Net loss		$	(11,425	)	$	(98,677	)

The accompanying notes are an integral part of this financial statement.

F-167

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

STATEMENTS OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income/(loss)			Total equity			Total comprehensive loss
Balance as of June 3, 2009 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholder		146,501		—			—			146,501
Net loss		—		(11,425	)		—			(11,425	)	$	(11,425	)
Foreign currency translation adjustments		—		—			4,459			4,459			4,459
Balance as of December 31, 2009		146,501		(11,425	)		4,459			139,535			(6,966	)
Net loss		—		(98,677	)		—			(98,677	)		(98,677	)
Foreign currency translation adjustments		—		—			(2,239	)		(2,239	)		(2,239	)
Balance as of December 31, 2010	$	146,501	$	(110,102	)	$	2,220		$	38,619		$	(100,916	)

The accompanying notes are an integral part of this financial statement.

F-168

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

			For the period from June 3, 2009 to December 31, 2009			For the year ended December 31, 2010
Cash flows from operating activities:
	Net loss		$	(11,425	)	$	(98,677	)
	Depreciation			363			4,052
	Changes in operating assets and liabilities:
		Prepaid rental expenses		—			(1,958	)
		Accounts payable		—			343,442
		Accrued expenses and other current liabilities		—			46,529
Net cash (used in) provided by operating activities				(11,062	)		293,388
Cash flows from investing activities:
	Purchase of property and equipment			(4,963	)		(48,980	)
	Amount due from related party			(2	)		(132,852	)
Cash used in investing activities				(4,965	)		(181,832	)
Cash flows from financing activities:
	Capital contribution from shareholder			146,501			—
Cash provided by financing activities				146,501			—
Effect of exchange rate changes				4,458			2,709
Increase in cash and cash equivalents				134,932			114,265
Cash and cash equivalents at beginning of year				—			134,932
Cash and cash equivalents at end of year			$	134,932		$	249,197

The accompanying notes are an integral part of this financial statement.

F-169

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Wuxi Yuzhong Internet Technology Co., Ltd. ("the Company") was incorporated in Wuxi, the People's Republic of China ("PRC"), as a limited liability company on June 3, 2009 (inception date).

        The Company, which commenced its operation in April 2010, is principally engaged in the provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC.

        On February 28, 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $303,030(RMB2 million). In addition, Beijing Wowo Tuan injected $454,546(RMB3 million) into the Company as capital. Wuxi Yuzhong became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the year ended December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

F-170

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the year ended December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the year ended December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Year Ended December 31, 2010			Restatement Adjustment			As Restated For the Year Ended December 31, 2010
Net revenues	$	1,296,305		$	(1,110,086	)	$	186,219
Cost of revenues		1,110,086			(1,094,007	)		16,079
Gross profit		186,219			(16,079	)		170,140
Operating expenses:
Marketing		49,598			(29,585	)		20,013
Selling, general and administrative		235,322			13,506			248,828
Total operating expenses		284,920			(16,079	)		268,841
Loss from operations		(98,701	)		—			(98,701	)
Interest income		274			—			274
Other expense		(250	)		—			(250	)
Loss before income tax		(98,677	)		—			(98,677	)
Provision for income tax		—			—			—
Net loss	$	(98,677	)		—		$	(98,677	)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

        obligations as they fall due for the foreseeable future.

F-171

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $1,296,305 for the year ended December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

F-172

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

Business tax

        The Company is subject to business taxes at the rate of 5.5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from June 3, 2009 (inception date) to December 31, 2009 and year ended December 31, 2010 were nil and $10,942, respectively.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

F-173

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	3 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as

F-174

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in equity and comprehensive income.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales,

F-175

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a

F-176

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2009			December 31, 2010
Furniture and fixtures	$	—		$	11,168
Computer and software		4,966			39,478
Leasehold improvement		—			4,196
Total		4,966			54,842
Less: accumulated depreciation		(363	)		(4,063	)
Property and equipment, net	$	4,603		$	50,779

F-177

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET (Continued)

        Depreciation expenses for the period from June 3, 2009 (date of inception) to December 31, 2009 and the year ended December 31, 2010 were $363 and $4,052, respectively.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2009		December 31, 2010
Accrued payroll and welfare	$	—	$	42,695
Other tax payable		—		4,207
Other payable		—		757
	$	—	$	47,659

6.     INCOME TAXES

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010. No income tax expenses were recognized in the period from June 3, 2009 (inception date) to December 31, 2009 and the year ended December 31, 2010 as the Company had incurred operating loss for both periods.

        The significant components of the Group's deferred tax assets were as follows:

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	2,856		$	24,669
Total deferred tax assets			2,856			24,669
Valuation allowance			(2,856	)		(24,669	)
Net deferred tax assets		$	—		$	—

        The Company had net operating losses of $11,425 and $98,677 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $2,856 and $24,669, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

F-178

WUXI YUZHONG INTERNET TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE 3, 2009 (INCEPTION DATE)

TO DECEMBER 31, 2009

AND FOR THE YEAR ENDED DECEMBER 31,2010

(In U.S. dollars)

7.     RELATED PARTY BALANCE

Name	Relationship with the Company
Mr. Liheng Liu	Shareholder of Wuxi Yuzhong Internet technology Co., Ltd.

	December 31, 2009		December 31, 2010
Amount due from Mr. Liheng Liu	$	—	$	136,079	(i)
	$	—	$	136,079

(i)

The amount represents cash collected by Mr. Liheng Liu on behalf of the Company.

8.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2013. Rental expense under operating leases for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 was nil and $22,157, respectively.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

        Years ending December 31:

2011	$	28,955
2012		7,091
2013		5,318
2014		—
2015 and thereafter		—
Total	$	41,364

9.     SUBSEQUENT EVENT

        On July 1, 2011, 49% equity interest of Wuxi Yuzhong from the original shareholders was transferred to Beijing Wowo Tuan with cash consideration of US$252,185 (RMB1.63 million) and certain stock options of its parent's company to be issued to the original shareholders for future service with the Company over the next four years.

F-179

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHENGDU BEIGUO TECHNOLOGY CO., LTD

        We have audited the accompanying balance sheet of Chengdu Beiguo Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 20, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 20, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-180

CHENGDU BEIGUO TECHNOLOGY CO., LTD

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	2,284
	Prepaid expenses and other current assets		32,076
	Amount due from related party		295,142
Total current assets			329,502
TOTAL ASSETS			329,502
Current liabilities:
	Account payable		152,775
	Accrued expenses and other current liabilities		9,893
	Income tax payable		22,769
Total current liabilities			185,437
Total liabilities			185,437
Commitments (Note 8)
Shareholder's equity:
	Paid-in capital		75,284
	Retained earnings		66,687
	Accumulated other comprehensive income		2,094
Total equity			144,065
TOTAL LIABILITIES AND EQUITY		$	329,502

The accompanying notes are an integral part of this financial statement.

F-181

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the period from August 20, 2010 (inception date) to December 31, 2010
Net revenues		$	150,696
Cost of revenues			32,395
Gross profit			118,301
Operating expenses:
	Marketing		2,568
	Selling, general and administrative		26,817
Total operating expenses			29,385
Income from operations			88,916
Income before provision for income tax			88,916
Provision for income tax			22,229
Net income		$	66,687

The accompanying notes are an integral part of this financial statement.

F-182

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of August 20, 2010 (inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder		75,284		—		—		75,284
Net income		—		66,687		—		66,687	$	66,687
Foreign currency translation adjustments		—		—		2,094		2,094		2,094
Balance as of December 31, 2010	$	75,284	$	66,687	$	2,094	$	144,065	$	68,781

The accompanying notes are an integral part of this financial statement.

F-183

CHENGDU BEIGUO TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 20, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	66,687
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(31,315	)
		Accounts payable		149,152
		Accrued expenses and other current liabilities		9,658
		Income tax payable		22,229
Net cash provided by operating activities				216,411
Cash flows from investing activities:
	Amount due from related party			(288,144	)
Cash used in investing activities				(288,144	)
Cash flows from financing activities:
	Capital contribution by shareholder			75,284
Net cash provided by financing activities				75,284
Effect of exchange rate changes				(1,267	)
Increase in cash				2,284
Cash and cash equivalents as of August 20, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	2,284

The accompanying notes are an integral part of this financial statement.

F-184

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Chengdu Beiguo Technology Co., Ltd ("the Company") was incorporated in Chengdu, the People's Republic of China ("PRC"), as a limited liability company on August 20, 2010.

        The Company is principally engaged in operating the online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC on August 20, 2010.

        On April 1, 2011, Beijing Wowo Tuan acquired 60.4% equity interest of the Company and paid to the Company's existing shareholders for $196,969 (RMB1.3 million). In addition, Beijing Wowo Tuan injected $227,273 (RMB1.5 million) into the Company as capital. Chengdu Beiguo became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the period from August 20, 2010 (inception date) to December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from August 20, 2010 (inception date) to December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the period from August 20, 2010 (inception date) to December 31, 2010 to present revenue on a net basis and to

F-185

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from August 20, 2010 (inception date) to December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Period from August 20, 2010 (inception date) to December 31, 2010		Restatement Adjustment			As Restated For the Period from August 20, 2010 (inception date) to December 31, 2010
Net revenues	$	1,121,553	$	(970,857	)	$	150,696
Cost of revenues		970,857		(938,462	)		32,395
Gross profit		150,696		(32,395	)		118,301
Operating expenses:
Marketing		12,923		(10,355	)		2,568
Selling, general and administrative		48,857		(22,040	)		26,817
Total operating expenses		61,780		(32,395	)		29,385
Income from operations		88,916		—			88,916
Income before provision for income tax		88,916		—			88,916
Provision for income tax		22,229		—			22,229
Net Income	$	66,687		—		$	66,687

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards

F-186

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $1,121,553 for the period from August 20, 2010 (inception date) to December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

F-187

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from August 20, 2010 (inception date) to December 31, 2010 was $8,984.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

F-188

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-189

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from a related party, and accounts payable. The carrying values of cash and cash equivalents, amount due from related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a

F-190

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-191

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Prepaid expenses	$	31,818
Rental deposit		258
	$	32,076

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	909
Other tax payable		8,984
	$	9,893

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from August 20, 2010 (inception date) to December 31, 2010.

F-192

CHENGDU BEIGUO TECHNOLOGY CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 20, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

7.     RELATED PARTY BALANCE

        Nature of the relationship with related party:

Name	Relationship with the Company
Ms. Jin Ye		Shareholder of Chengdu Beiguo

	As of December 31, 2010
Amount due from Ms. Jin Ye	$	295,142	(i)
	$	295,142

(i)

The amount represents cash collected by Ms. Jin Ye on behalf of the Company.

8.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from August 20, 2010 (inception date) to December 31, 2010 was $2,933.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,094
	2012		2,161
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	7,255

9.     SUBSEQUENT EVENT

        On July 1, 2011, 39.6% equity interest of Chengdu Beiguo from the original shareholders was transferred to Beijing Wowo Tuan. As consideration, 150,000 stock options of its parent's company will be issued to the original shareholders for future service with the Company over the next four years.

F-193

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
FUZHOU BAIKETUAN

        We have audited the accompanying balance sheet of Fuzhou Baiketuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the year ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-194

FUZHOU BAIKETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Property and equipment, net			7,535
TOTAL ASSETS			7,535
Current liabilities:
	Accrued expenses and other current liabilities		7,815
	Income tax payables		1,222
Total current liabilities			9,037
Total liabilities			9,037
Commitment (Note 8)
Shareholder's deficit:
	Paid-in capital		73,806
	Accumulated deficit		(77,347	)
	Accumulated other comprehensive income		2,039
Total deficit			(1,502	)
TOTAL LIABILITIES AND DEFICIT		$	7,535

The accompanying notes are an integral part of this financial statement.

F-195

FUZHOU BAIKETUAN

STATEMENT OF OPERATION (RESTATED)

(In U.S. dollars)

		For the year ended December 31, 2010
Net revenues		$	48,411
Cost of revenues			5,693
Gross profit			42,718
Operating expenses:
	Marketing		2,721
	Selling, general and administrative		35,225
Total operating expenses			37,946
Income from operations			4,772
Provision for income tax			1,193
Net income		$	3,579

The accompanying notes are an integral part of this financial statement.

F-196

FUZHOU BAIKETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Total deficit			Total comprehensive income
Balance as of January 1, 2010	$	73,806	$	—		$	(556	)	$	73,250
Net income		—		3,579			—			3,579		$	3,579
Distribution to shareholder				(80,926	)					(80,926	)
Foreign currency translation adjustments		—		—			2,595			2,595			2,595
Balance as of December 31, 2010	$	73,806	$	(77,347	)	$	2,039		$	(1,502	)	$	6,174

The accompanying notes are an integral part of this financial statement.

F-197

FUZHOU BAIKETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the year ended December 31, 2010
Cash flows from operating activities:
	Net income		$	3,579
	Depreciation			868
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		7,629
		Income tax payables		1,193
Net cash provided by operating activities				13,269
Cash flows from investing activities:
	Purchase of property and equipment			(8,224	)
	Amount due from shareholder			73,961
Cash used in investing activities				65,737
Cash flows from financing activities:
	Net distribution to shareholder			(80,926	)
Net cash provided by financing activities				(80,926	)
Effect of exchange rate changes				1,920
Increase in cash				—
Cash and cash equivalents at beginning of year				—
Cash and cash equivalents at end of year			$	—

The accompanying notes are an integral part of this financial statement.

F-198

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Fuzhou Fuhai Import and Export Trading Co., Ltd. ("Fuzhou Fuhai"), which was incorporated on July 15, 2009 in Fujian province the People's Republic of China ("PRC"), as a limited liability company. Fuzhou Fuhai had no operation since inception until August 11, 2010.

        On August 11, 2010, Fuzhou Fuhai commenced its operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.baiket.com ("Fuzhou Baiketuan", or "the Company") in the PRC.

        On April 1, 2011, Beijing Wowo Tuan acquired the online group buying services business of Fuzhou Fuhai for cash consideration of $45,455 (RMB0.3 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division starting from the acquisition date, March 18, 2011.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the year ended December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the year ended December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

F-199

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the year ended December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Year Ended December 31, 2010		Restatement Adjustment			As Restated For the Year Ended December 31, 2010
Net revenues	$	285,361	$	(236,950	)	$	48,411
Cost of revenues		236,950		(231,257	)		5,693
Gross profit		48,411		(5,693	)		42,718
Operating expenses:
Marketing		11,597		(8,876	)		2,721
Selling, general and administrative		32,042		3,183			35,225
Total operating expenses		43,639		(5,693	)		37,946
Income from operations		4,772		—			4,772
Provision for income tax		1,193		—			1,193
Net Income	$	3,579		—		$	3,579

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating

F-200

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $285,361 for the year ended December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the year ended December 31, 2010 was $2,818.

F-201

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

F-202

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in deficit and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value

F-203

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings

F-204

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,455
Computer and software		6,970
Total		8,425
Less: accumulated depreciation		(890	)
Property and equipment, net	$	7,535

        Depreciation expenses for the year ended December 31, 2010 was $868.

F-205

FUZHOU BAIKETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(In U.S. dollars)

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	4,929
Other tax payable		2,886
	$	7,815

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% for the year ended December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDERS

        For the year ended December 31, 2010, the Company's shareholders collected cash of $80,926 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the year ended December 31, 2010 was $3,698.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	12,573
	2012		5,177
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	17,750

9.     SUBSEQUENT EVENTS

        On April 1, 2011, Beijing Wowo Tuan acquired Fuzhou Baiketuan for a cash consideration of $45,455 (RMB0.3 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Fuzhou Fuhai relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Fuzhou Baiketuan to the key employee for his continuing employment with Fuzhou Baiketuan for the next three years after the acquisition date.

F-206

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
SHANGHAI YINQING ADVERTISING CO., LTD

        We have audited the accompanying balance sheet of Shanghai Yinqing Advertising Co., Ltd ("the Company") as of December 31, 2009 and 2010, and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the years ended December 31, 2009 and 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2010 and the results of its operations and its cash flows for the years ended December 31, 2009 and 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-207

SHANGHAI YINQING ADVERTISING CO., LTD

BALANCE SHEETS

(In U.S. dollars)

		December 31,
		2009			2010
ASSETS
Current assets:
	Cash and cash equivalents	$	36,834		$	102,450
	Prepaid expenses and other current assets		113,527			265,242
	Amounts due from related parties		117,747			388,050
TOTAL ASSETS			268,108			755,742
Property, plant and equipment, net			33,341			25,479
Total assets			301,449			781,221
Current liabilities:
	Accounts payable		12,952			296,569
	Accrued expenses and other current liabilities		79,788			130,621
	Amount due to related party		545,787			1,006,361
Total current liabilities			638,527			1,433,551
TOTAL LIABILITIES			638,527			1,433,551
Shareholder's deficit:
	Paid-in capital		60,410			60,410
	Accumulated deficit		(410,474	)		(706,987	)
	Accumulated other comprehensive income/(loss)		12,986			(5,753	)
Total deficit			(337,078	)		(652,330	)
TOTAL LIABILITIES AND DEFICIT		$	301,449		$	781,221

The accompanying notes are an integral part of these financial statements.

F-208

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF OPERATIONS (RESTATED)

(In U.S. dollars)

	Years ended December 31,
	2009			2010
	(Restated)			(Restated)
Net revenues	$	298,482		$	296,628
Cost of revenues		181,351			27,558
Gross profit		117,131			269,070
Operating expenses:
Marketing		45,106			47,103
Selling, general and administrative		446,828			518,480
Total operating expenses		491,934			565,583
Loss from operations		(374,803	)		(296,513	)
Provision for income tax		—			—
Net loss	$	(374,803	)	$	(296,513	)

The accompanying notes are an integral part of these financial statements.

F-209

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income/(loss)			Total deficit			Total comprehensive loss
Balance as of January 1, 2009	$	60,410	$	(35,671	)	$	325		$	25,064
Net loss		—		(374,803	)		—			(374,803	)	$	(374,803	)
Foreign currency translation adjustments		—		—			12,661			12,661			12,661
Balance as of December 31, 2009		60,410		(410,474	)		12,986			(337,078	)		(362,142	)
Net loss		—		(296,513	)		—			(296,513	)		(296,513	)
Foreign currency translation adjustments		—		—			(18,739	)		(18,739	)		(18,739	)
Balance as of December 31, 2010	$	60,410	$	(706,987	)	$	(5,753	)	$	(652,330	)	$	(315,252	)

The accompanying notes are an integral part of these financial statements.

F-210

SHANGHAI YINQING ADVERTISING CO., LTD

STATEMENTS OF CASH FLOWS

(In U.S. dollars)

		Years ended December 31,
		2009			2010
Cash flows from operating activities:
	Net loss	$	(374,803	)	$	(296,513	)
	Depreciation		4,003			8,391
Changes in operating assets and liabilities:
	Accounts receivable		6,923			—
	Prepaid expenses and other current assets		(12,347	)		(144,324	)
	Accounts payable		(50,493	)		276,459
	Accrued expenses and other current liabilities		72,742			46,961
Cash used in operating activities			(353,975	)		(109,026	)
Cash flows from investing activities:
	Purchase of property and equipment		(37,327	)		(4,323	)
Cash used in investing activities			(37,327	)		(4,323	)
Cash flows from financing activities:
	Amounts due from related parties		(117,684	)		(259,960	)
	Amount due to related party		545,499			431,416
Net cash provided by financing activities			427,815			171,456
Effect of exchange rate changes			19			7,509
Increase in cash			36,532			65,616
Cash and cash equivalents at beginning of year			302			36,834
Cash and cash equivalents at end of year		$	36,834		$	102,450

The accompanying notes are an integral part of these financial statements.

F-211

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Shanghai Yinqing Advertising Co., Ltd ("the Company") was incorporated on January 18, 2004 in Shanghai, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is engaged in 1) providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors in the PRC, and 2) providing agency services by introducing potential customers to 12580 platforms which is an informational platform operated by China Mobile Telecommunications Group Corporation ("China Mobile").

        In March 2011, Beijing Wowo Tuan acquired 51% equity interest of the Company and paid to the Company's existing shareholders for $100,000 (RMB0.66 million). In addition Beijing Wowo Tuan injected $303,030 (RMB2 million) into the Company as capital. Shanghai Yinqing became the subsidiary of Beijing Wowo Tuan from the date of acquisition. The accompanying financial statements are presented for the years ended December 31, 2009 and 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the years ended December 31, 2009 and 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

F-212

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Based on the above, the Company has restated its financial statements for the years ended December 31, 2009 and 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the years ended December 31, 2009 and 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Year Ended December 31, 2010			Restatement Adjustment			As Restated For the Year Ended December 31, 2010
Net revenues	$	1,231,737		$	(935,109	)	$	296,628
Cost of revenues		935,110			(907,552	)		27,558
Gross profit		296,627			(27,557	)		269,070
Operating expenses:
Marketing		313,363			(266,260	)		47,103
Selling, general and administrative		279,777			238,703			518,480
Total operating expenses		593,140			(27,557	)		565,583
Loss from operations		(296,513	)		—			(296,513	)
Provision for income tax		—			—			—
Net loss	$	(296,513	)		—		$	(296,513	)

	As Previously Reported For the Year Ended December 31, 2009			Restatement Adjustment			As Restated For the Year Ended December 31, 2009
Net revenues	$	298,482			—		$	298,482
Cost of revenues		181,351			—			181,351
Gross profit		117,131			—			117,131
Operating expenses:
Marketing		191,530			(146,424	)		45,106
Selling, general and administrative		300,404			146,424			446,828
Total operating expenses		491,934			—			491,934
Loss from operations		(374,803	)		—			(374,803	)
Provision for income tax		—			—			—
Net loss	$	(374,803	)		—		$	(374,803	)

F-213

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were nil and $1,231,737 for the years ended December 31, 2009 and 2010, respectively.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

F-214

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the year ended December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

        The Company receives commissions from China Mobile for introducing customers to 12580 platform. Commissions from introducing services rendered are recognized after the customer, China Mobile and the Company have signed the service agreements.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the years ended December 31, 2009 and 2010 were $27,726 and $68,794, respectively.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

F-215

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment, subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Computer and software	5 years
Leasehold improvement	Shorter of the term of the lease or the estimated useful lives of the assets

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date.

F-216

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents; amount due from/to related parties, and accounts payable. The carrying values of cash and cash equivalents, amount due from/to related parties, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures

F-217

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to

F-218

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	As of December 31
	2009		2010
Advances to employees	$	15,898	$	2,910
Advances to suppliers		4,249		213,200
Prepaid advertising expense		—		31,917
Short-term deposit		69,078		17,215
Other receivables		24,302		—
Total	$	113,527	$	265,242

F-219

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

5.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	As of December 31
	2009			2010
Computer and software	$	30,180		$	27,362
Leasehold improvement		7,166			10,854
Total		37,346			38,216
Less: accumulated depreciation		(4,005	)		(12,737	)
Property and equipment, net	$	33,341		$	25,479

        Depreciation expenses for the years ended December 31, 2009 and 2010 were $4,003 and $8,391, respectively.

6.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	As of December 31
	2009		2010
Accrued payroll and welfare	$	31,759	$	23,485
Advance from subscribers		31,423		61,605
Other tax payable		16,606		31,403
Other payables		—		14,128
Total	$	79,788	$	130,621

7.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the years ended December 31, 2009 and 2010. No income tax expense was recognized for the years ended December 31, 2009 and 2010 as the Company incurred operating loss for both years.

		December 31, 2009			December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	102,619		$	176,747
Total deferred tax assets			102,619			176,747
Valuation allowance			(102,619	)		(176,747	)
Net deferred tax assets		$	—		$	—

F-220

SHANGHAI YINQING ADVERTISING CO., LTD

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2010

(In U.S. dollars)

7.     INCOME TAX (Continued)

        The Company had net operating losses of $410,474 and $706,987 as of December 31, 2009 and 2010, respectively. As of December 31, 2009 and 2010, valuation allowance were $102,619 and $176,747, respectively, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

8.     RELATED PARTY BALANCE

	December 31,
	2009		2010
Amount due from related parties (i)	$	117,747	$	388,050
Total	$	117,747	$	388,050
Amount due to related party (ii)	$	545,787	$	1,006,361
Total	$	545,787	$	1,006,361

(i)

The amount represents expenses paid by the Company on behalf of its affiliated entities. The balance was interest free, unsecured and has no fixed repayment terms.

(ii)

The amount represents the unsecured, interest-free loan from Shenzhen Huihai and was repayable on demand.

F-221

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

        We have audited the accompanying balance sheet of Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from September 27, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from September 27, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011

F-222

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	118,512
Total current assets			118,512
Property and equipment, net			6,344
TOTAL ASSETS			124,856
Current liabilities:
	Accrued expenses and other current liabilities		103,606
	Income tax payable		1,525
Total current liabilities			105,131
Total liabilities			105,131
Commitment (Note 6)
Shareholder's equity:
	Paid-in capital		14,945
	Retained earnings		4,465
	Accumulated other comprehensive income		315
Total equity			19,725
TOTAL LIABILITIES AND EQUITY		$	124,856

The accompanying notes are an integral part of this financial statement.

F-223

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

STATEMENT OF OPERATIONS

(In U.S. dollars)

		For the period from September 27, 2010 (inception date) to December 31, 2010
Net revenues		$	65,210
Cost of revenues			22,265
Gross profit			42,945
Operating expenses:
	Selling and marketing		14,797
	General and administrative		22,195
Total operating expenses			36,992
Income from operations			5,953
Provision for income tax			1,488
Net income		$	4,465

The accompanying notes are an integral part of this financial statement.

F-224

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

		Paid-in capital		Retained earnings		Accumulated other comprehensive income		Total equity		Total comprehensive income
Balance as of September 27, 2010
	(inception date)	$	—	$	—	$	—	$	—
Capital contribution from shareholder			14,945		—		—		14,945
Net income			—		4,465		—		4,465	$	4,465
Foreign currency translation adjustments			—		—		315		315		315
Balance as of December 31, 2010		$	14,945	$	4,465	$	315	$	19,725	$	4,780

The accompanying notes are an integral part of this financial statement.

F-225

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from September 27, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	4,465
	Depreciation			61
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		101,150
		Income tax payable		1,488
Net cash provided by operating activities				107,164
Cash flows from investing activities:
	Purchase of property and equipment			(6,255	)
Net cash used in investing activities				(6,255	)
Cash flows from financing activities:
	Capital contribution by shareholders			14,945
Net cash provided by financing activities				14,945
Effect of exchange rate changes				2,658
Increase in cash				118,512
Cash and cash equivalents as of September 27, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	118,512

The accompanying notes are an integral part of this financial statement.

F-226

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Kaiyishidai Network and Technology Co., Ltd. ("the Company") was incorporated on September 27, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        The Company is principally engaged in providing online advertising and online platform services for group buying companies in the PRC.

        On April 1, 2011, Mr. Maodong Xu acquired 100% equity interest of Beijing Kaiyishidai Network and Technology Co., Ltd. for cash consideration of $909,091 (RMB6 million).

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company's revenue is derived from selling online advertisements and providing online platform services for group buying companies. The Company typically signs standard contracts with its advertising customers on the Company's website for a period of time. The Company recognizes revenues ratably over the period for which the advertisements are displayed and the website links are published.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from September 27, 2010 to December 31, 2010 was $3,795.

Cost of revenue

        Cost of revenue consists of direct costs incurred to generate the Company's revenue which are primarily the operating cost in relation to maintaining the online platform, designing the advertisements and publishing information.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscriber returns and refunds. Actual results could differ from those estimates.

F-227

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-228

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of credit risk

        Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and cash equivalents with financial institutions with high-credit ratings and quality.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents. The carrying values of cash and cash equivalents approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a

F-229

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption.

F-230

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

3.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,780
Computer and software	$	4,627
Total		6,407
Less: accumulated depreciation		(63	)
Property and equipment, net	$	6,344

        Depreciation expenses for the period from September 27, 2010 (inception date) to December 31, 2010 was $61.

F-231

BEIJING KAIYISHIDAI NETWORK AND TECHNOLOGY CO., LTD.

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM SEPTEMBER 27, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Short term deposit	$	99,350
Accrued payroll and welfare		368
Other tax payable		3,888
Total	$	103,606

5.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from September 27, 2010 (inception date) to December 31, 2010.

6.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from September 27, 2010 to December 31, 2010 was $6,139.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	5,547
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	5,547

F-232

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
CHANGZHOU JINGCAITUAN

        We have audited the accompanying balance sheet of Changzhou Jingcaituan ("the Company") as of December 31, 2010 and the related statements of operations, changes in equity and comprehensive income, and cash flow for the period from August 2, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from August 2, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-233

CHANGZHOU JINGCAITUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	38,360
	Prepaid expenses and other current assets		172,883
Total current assets			211,243
Property and equipment, net			51,084
TOTAL ASSETS			262,327
Current liabilities:
	Accrued expenses and other current liabilities		22,480
	Income tax payable		7,425
Total current liabilities			29,905
Total liabilities			29,905
Commitment (Note 9)
Shareholder's equity:
	Paid-in capital		295,247
	Accumulated deficit		(71,136	)
	Accumulated other comprehensive income		8,311
Total equity			232,422
TOTAL LIABILITIES AND EQUITY		$	262,327

The accompanying notes are an integral part of this financial statement.

F-234

CHANGZHOU JINGCAITUAN

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the period from August 2, 2010 (inception date) to December 31, 2010
Net revenues		$	131,432
Cost of revenues			4,707
Gross profit			126,725
Operating expenses:
	Marketing		8,122
	Selling, general and administrative		89,842
	Total operating expenses		97,964
Income from operations			28,761
Interest income			233
Income before provision for income tax			28,994
Provision for income tax			7,248
Net income		$	21,746

The accompanying notes are an integral part of this financial statement.

F-235

CHANGZHOU JINGCAITUAN

STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total equity			Total comprehensive income
Balance as of August 2, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		295,247		—			—		295,247
Net income		—		21,746			—		21,746		$	21,746
Distribution to shareholder		—		(92,882	)		—		(92,882	)
Foreign currency translation adjustments		—		—			8,311		8,311			8,311
Balance as of December 31, 2010	$	295,247	$	(71,136	)	$	8,311	$	232,422		$	30,057

The accompanying notes are an integral part of this financial statement.

F-236

CHANGZHOU JINGCAITUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from August 2, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	21,746
	Depreciation			1,936
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(168,783	)
		Accrued expenses and other current liabilities		21,948
		Income tax payable		7,248
Net cash used in operating activities				(115,905	)
Cash flows from investing activities:
	Purchase of property and equipment			(51,808	)
Cash used in investing activities				(51,808	)
Cash flows from financing activities:
	Capital injection from shareholders			295,247
	Net distribution to shareholders			(92,882	)
Net cash provided by financing activities				202,365
Effect of exchange rate changes				3,708
Increase in cash				38,360
Cash and cash equivalents as of August 2, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	38,360

The accompanying notes are an integral part of this financial statement.

F-237

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Jiangsu Chuangcai Culture Media Co., Ltd. ("Jiangsu Chuangcai") which was incorporated on August 2, 2010 in Changzhou, the People's Republic of China ("PRC"), as a limited liability company. Jiangsu Changcai was engaged principally in providing online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under domain name of www.niceful.com ("Changzhou Jingcaituan" or "the Company") in the PRC.

        On April 3, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. (Beijing Wowo Tuan) acquired the online group buying services business of Jiangsu Chuangcai for cash consideration of $818,182 (RMB5.4 million) and such business acquired was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from August 2, 2010 (inception date) to December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from August 2, 2010 (inception date) to December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the period from August 2, 2010 (inception date) to December 31, 2010 to present revenue on a net basis and to amend

F-238

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from August 2, 2010 (inception date) to December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Period from August 2, 2010 (inception date) to December 31, 2010		Restatement Adjustment			As Restated For the Period from August 2, 2010 (inception date) to December 31, 2010
Net revenues	$	1,245,805	$	(1,114,373	)	$	131,432
Cost of revenues		1,114,373		(1,109,666	)		4,707
Gross profit		131,432		(4,707	)		126,725
Operating expenses:
Marketing		41,068		(32,946	)		8,122
Selling, general and administrative		61,603		28,239			89,842
Total operating expenses		102,671		(4,707	)		97,964
Income from operations		28,761		—			28,761
Interest income		233		—			233
Income before provision for income tax		28,994		—			28,994
Provision for income tax		7,248		—			7,248
Net income	$	21,746		—		$	21,746

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

F-239

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $1,245,805 for the period from August 2, 2010 (inception date) to December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the period from

F-240

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

August 2, 2010 (inception date) to December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that was deducted in arriving net revenue for the period from August 2, 2010 to December 31, 2010 was $7,649.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

F-241

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years
Vehicles	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

F-242

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to

F-243

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011.

F-244

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to a third party	$	96,159
Prepaid service fee		75,758
Prepaid rental expenses		966
	$	172,883

5.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	7,069
Computer and software		35,089
Vehicles		10,909
Total		53,067
Less: accumulated depreciation		(1,983	)
Property and equipment, net	$	51,084

        Depreciation expenses for the period from August 2, 2010 to December 31, 2010 was $1,936.

6.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	7,835
Accrued payroll and welfare		14,645
	$	22,480

F-245

CHANGZHOU JINGCAITUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM AUGUST 2, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

7.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Group was subject to the income tax rate of 25% in the period from August 2, 2010 to December 31, 2010.

8.     DISTRIBUTION TO SHAREHOLDERS

        During the period from August 2, 2010 to December 31, 2010, the Company's shareholders collected cash of $92,882 from the subscribers on behalf the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

9.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2020. Rental expenses under operating leases for the period from August 2, 2010 to December 31, 2010 was $13,586.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	45,914
	2012		12,573
	2013		12,573
	2014		12,573
	2015 and thereafter		69,155
Total		$	152,788

10.   SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired 100% interest in Changzhou Jingcaituan from the shareholders of Jiangsu Chuangcai for a cash consideration of $818,182 (RMB 5.4 million) and operates the business acquired as one division of Beijing Wowo Tuan.

F-246

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
LANGFANG WODETUAN

        We have audited the accompanying balance sheet of Langfang Wodetuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive income, and cash flow for the period from October 18, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from October 18, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-247

LANGFANG WODETUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Non-current assets:
Property and equipment, net		$	4,926
TOTAL ASSETS			4,926
Current liabilities:
Accrued expenses and other current liabilities			8,703
Income tax payable			8,892
Total current liabilities			17,595
Total liabilities			17,595
Commitment (Note 8)
Shareholder's deficit:
	Paid-in capital		75,256
	Accumulated deficit		(89,059	)
	Accumulated other comprehensive income		1,134
Total deficit			(12,669	)
TOTAL LIABILITIES AND DEFICIT		$	4,926

The accompanying notes are an integral part of this financial statement.

F-248

LANGFANG WODETUAN

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the period from October 18, 2010 (inception date) to December 31, 2010
Net revenues		$	83,180
Cost of revenues			7,096
Gross profit			76,084
Operating expenses:
	Marketing		3,526
	Selling, general and administrative		37,833
Total operating expenses			41,359
Income from operations			34,725
Provision for income tax			8,681
Net income		$	26,044

The accompanying notes are an integral part of this financial statement.

F-249

LANGFANG WODETUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE INCOME

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive income
Balance as of October 18, 2010 (inception date)	$	—	$	—		$	—	$	—
Capital contribution from shareholder		75,256		—			—		75,256
Net income		—		26,044			—		26,044		$	26,044
Distribution to shareholder		—		(115,103	)		—		(115,103	)
Foreign currency translation adjustments		—		—			1,134		1,134			1,134
Balance as of December 31, 2010	$	75,256	$	(89,059	)	$	1,134	$	(12,669	)	$	27,178

The accompanying notes are an integral part of this financial statement.

F-250

LANGFANG WODETUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from October 18, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net income		$	26,044
	Depreciation			677
	Changes in operating assets and liabilities:
		Accrued expenses and other current liabilities		8,496
		Income tax payable		8,681
Net cash provided by operating activities				43,898
Cash flows from investing activities:
		Purchase of property and equipment		(5,486	)
Cash used in investing activities				(5,486	)
Cash flows from financing activities:
	Capital contribution by shareholders			75,256
	Distribution to shareholders			(115,103	)
Net cash provided by financing activities				(39,847	)
Effect of exchange rate changes				1,435
Increase in cash				—
Cash and cash equivalents as of October 18, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-251

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Beijing Xinhai Hudong Technology Co., Ltd. ("Beijing Xinhai Hudong") was incorporated on October 18, 2010 in Beijing, the People's Republic of China ("PRC"), as a limited liability company.

        Beijing Xinhai Hudong principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.wdtuan.com ("Langfang Wodetuan" or "the Company") in the PRC.

        On April 7, 2011, Beijing Wowo Tuan Information Technology Co., Ltd.(Beijing Wowo Tuan) acquired the online group buying services business of Beijing Xinhai Hudong (the "acquisition") for cash consideration of $75,758 (RMB0.5 million). Subsequent to the acquisition, Beijing Wowo Tuan has set up a new corporation, Langfang Wowo Tuan Information Technology Co., Ltd. ("Langfang Wowo Tuan") on May 10, 2011 and transferred this online group buying services business of Langfang Wodetuan to Langfang Wowo Tuan. During the period between the date of acquisition, April 7, 2011, and the establishment date of Langfang Wowo Tuan, May 10, 2011, the business acquired by Beijing Wowo Tuan was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from October 18, 2010 (inception date) to December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from October 18, 2010 (inception date) to December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Income before provision for income tax", "Net income" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

F-252

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the period from October 18, 2010 (inception date) to December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from October 18, 2010 (inception date) to December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Period from October 18, 2010 (inception date) to December 31, 2010		Restatement Adjustment			As Restated For the Period from October 18, 2010 (inception date) to December 31, 2010
Net revenues	$	410,619	$	(327,439	)	$	83,180
Cost of revenues		327,439		(320,343	)		7,096
Gross profit		83,180		(7,096	)		76,084
Operating expenses:
Marketing		19,382		(15,856	)		3,526
Selling, general and administrative		29,073		8,760			37,833
Total operating expenses		48,455		(7,096	)		41,359
Income from operations		34,725		—			34,725
Provision for income tax		8,681		—			8,681
Net income	$	26,044		—		$	26,044

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

F-253

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $410,619 for the period from October 18, 2010 (inception date) to December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the period from October 18, 2010 (inception date) to December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

F-254

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from October 18, 2010 (inception date) to December 31, 2010 was $4,841.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

F-255

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is

F-256

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities'

F-257

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-258

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	273
Computer and software		5,347
Total		5,620
Less: accumulated depreciation		(694	)
Property and equipment, net	$	4,926

        Depreciation expense for the period from October 18, 2010 (inception date) to December 31, 2010 was $677.

5.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Other tax payable	$	4,959
Accrued payroll and welfare payable	$	3,744
	$	8,703

6.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from October 18, 2010 (inception date) to December 31, 2010.

7.     DISTRIBUTION TO SHAREHOLDERS

        During the period from October 18, 2010 to December 31, 2010, the Company's shareholders collected cash of $115,103 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

8.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expense under operating leases for the period from October 18, 2010 (inception date) to December 31, 2010 was $3,328.

F-259

LANGFANG WODETUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM OCTOBER 18, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

8.     COMMITMENT (Continued)

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	1,109
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	1,109

9.     SUBSEQUENT EVENTS

        On April 7, 2011, Beijing Wowo Tuan acquired Langfang Wodetuan for a cash consideration of $75,758 (RMB0.5 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Beijing Xinhai Hudong, Beijing Wowo Tuan promised to transfer 49% of the interest of Langfang Wodetuan to the original shareholders and the key employee for their continuing employment with Langfang Wodetuan for the next three years after the acquisition date.

F-260

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF

NINGBO TANGTUAN

        We have audited the accompanying balance sheet of Ningbo Tangtuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from June 13, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from June 13, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-261

NINGBO TANGTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Cash and cash equivalents	$	7,170
	Prepaid expenses and other current assets		394
Total current assets			7,564
	Property and equipment, net		3,750
TOTAL ASSETS			11,314
Current liabilities:
	Account payable		88,705
	Accrued expenses and other current liabilities		10,873
Total current liabilities			99,578
Total liabilities			99,578
Commitment (Note 9)
Shareholder's deficit:
	Paid-in capital		14,637
	Accumulated deficit		(102,462	)
	Accumulated other comprehensive loss		(439	)
Total deficit			(88,264	)
TOTAL LIABILITIES AND DEFICIT		$	11,314

The accompanying notes are an integral part of this financial statement.

F-262

NINGBO TANGTUAN

STATEMENT OF OPERATION (RESTATED)

(In U.S. dollars)

		For the period from June 13, 2010 (inception date) to December 31, 2010
Net revenues		$	67,312
Cost of revenues			7,465
Gross profit			59,847
Operating expenses:
	Marketing		7,179
	Selling, general and administrative		91,913
Total operating expenses			99,092
Loss from operations			(39,245	)
Provision for income tax			—
Net loss		$	(39,245	)

The accompanying notes are an integral part of this financial statement.

F-263

NINGBO TANGTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulated deficit			Accumulated other comprehensive loss			Total deficit			Total comprehensive loss
Balance as of June 13 , 2010 (inception date)	$	—	$	—		$	—		$	—
Capital contribution from shareholders	$	14,637		—			—			14,637
Net loss		—		(39,245	)		—			(39,245	)	$	(39,245	)
Distribution to shareholders				(63,217	)					(63,217	)
Foreign currency translation adjustments		—		—			(439	)		(439	)		(439	)
Balance as of December 31, 2010	$	14,637	$	(102,462	)	$	(439	)	$	(88,264	)	$	(39,684	)

The accompanying notes are an integral part of this financial statement.

F-264

NINGBO TANGTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from June 13, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(39,245	)
	Depreciation			407
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(385	)
		Accounts payable		86,602
		Accrued expenses and other current liabilities		10,615
Net cash provided by operating activities				57,994
Cash flows from investing activities:
	Purchase of property and equipment			(4,068	)
Cash used in investing activities				(4,068	)
Cash flows from financing activities:
	Capital contribution from shareholder			14,637
	Distribution to shareholder			(63,217	)
Net cash provided by financing activities				(48,580	)
Effect of exchange rate changes				1,824
Increase in cash				7,170
Cash and cash equivalents as of June 13, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	7,170

The accompanying notes are an integral part of this financial statement.

F-265

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Ningbo Haishu Tangheng Trading Co., Ltd. ("Ningbo Haishu Tangheng"), was incorporated on June 13, 2010 in Zhejiang province, the People's Republic of China ("PRC"), as a limited liability company.

        Ningbo Haishu Tangheng was principally engaged in the operation of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.tomtuan.com ("Ningbo Tangtuan" or "the Company") in the PRC.

        On April 15, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Ningbo Haishu Tangheng Trading Co., Ltd. for cash consideration of $303,030 (RMB2 million) and this online group buying services business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from June 13, 2010 (inception date) to December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from June 13, 2010 (inception date) to December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

F-266

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

        Based on the above, the Company has restated its financial statements for the period from June 13, 2010 (inception date) to December 31, 2010 to present revenue on a net basis and to amend the reclassification on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from June 13, 2010 (inception date) to December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the period from June 13, 2010 (inception date) to December 31, 2010			Restatement Adjustment			As Restated For the period from June 13, 2010 (inception date) to December 31, 2010
Net revenues	$	697,429		$	(630,117	)	$	67,312
Cost of revenues		630,117			(622,652	)		7,465
Gross profit		67,312			(7,465	)		59,847
Operating expenses:
Marketing		54,514			(47,335	)		7,179
Selling, general and administrative		52,043			39,870			91,913
Total operating expenses		106,557			(7,465	)		99,092
Loss from operations		(39,245	)		—			(39,245	)
Provision for income tax		—			—			—
Net loss	$	(39,245	)		—		$	(39,245	)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

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NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $697,429 for the period from June 13, 2010 (inception date) to December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship

F-268

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the period from June 13, 2010 (inception date) to December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business taxes that were deducted in arriving net revenue for the period from June 13, 2010 (inception date) to December 31, 2010 was $3,918.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and

F-269

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

Cash and cash equivalents

        Cash and cash equivalents consist of cash on hand and bank deposits, which are unrestricted as to withdrawal and use, and have original maturities of three months or less when purchased.

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

F-270

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive loss

        Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the statements of changes in deficit and comprehensive loss.

Fair value of financial instruments

        Financial instruments include cash and cash equivalents, and accounts payable. The carrying values of cash and cash equivalents, and accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether

F-271

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of

F-272

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

4.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	2,045
Computer and software		2,122
Total		4,167
Less: accumulated depreciation		(417	)
Property and equipment, net	$	3,750

        Depreciation expenses for the period from August 11, 2010 to December 31, 2010 was $407.

5.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Rental deposit	$	394
	$	394

F-273

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

6.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Advance from subscribers	$	4,299
Accrued payroll and welfare		2,561
Business tax payable		4,013
	$	10,873

7.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from June 13, 2010 (inception date) to December 31, 2010. During the period, no income tax expense was recognized as the Company incurred operating loss.

		December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	9,811
	Total deferred tax assets		9,811
	Valuation allowance		(9,811	)
	Net deferred tax assets	$	—

        The Company had net operating losses of $39,245 as December 31, 2010. As of December 31, 2010, valuation allowance was $9,811, which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

8.     DISTRIBUTION TO SHAREHOLDERS

        During the period from June 13, 2010 to December 31, 2010, the Company's shareholders collected cash of $63,217 from the subscribers on behalf of the Company. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

F-274

NINGBO TANGTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM JUNE13, 2010 (INCEPTION DATE)

TO DECEMBER 31, 2010

(In U.S. dollars)

9.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2011. Rental expenses under operating leases for the period from June 13, 2010 (inception date) to December 31, 2010 was $769.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	3,846
	2012		—
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	3,846

10.   SUBSEQUENT EVENTS

        In April 2011, Beijing Wowo Tuan acquired Ningbo Tangtuan for a total consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Ningbo Haishu Tangheng relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% interest of Ningbo Tangtuan to the original shareholder and the key employee for their continuing employment with Ningbo Tangtuan for the next three years after the acquisition date.

F-275

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO SHAREHOLDERS OF
XIAMEN SHANTUAN

        We have audited the accompanying balance sheet of Xiamen Shantuan ("the Company") as of December 31, 2010 and the related statements of operations, changes in deficit and comprehensive loss, and cash flow for the period from May 17, 2010 (inception date) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and its cash flows for the period from May 17, 2010 (inception date) to December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

        As disclosed in Note 2, the financial statements have been restated for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses for all periods presented.

Deloitte Touche Tohmatsu CPA Ltd.
Beijing, the People's Republic of China
August 5, 2011
(November 11, 2011 as to Note 2)

F-276

XIAMEN SHANTUAN

BALANCE SHEET

(In U.S. dollars)

		As of December 31, 2010
ASSETS
Current assets:
	Prepaid expenses and other current assets	$	4,847
Total current assets			4,847
Property and equipment, net			8,689
TOTAL ASSETS			13,536
Current liabilities:
	Account payable		241,521
	Accrued expenses and other current liabilities		18,545
Total current liabilities			260,066
Total liabilities			260,066
Commitment (Note 9)
Shareholder's deficit:
	Paid-in capital		146,469
	Accumulated deficit		(397,299	)
	Accumulated other comprehensive income		4,300
Total deficit			(246,530	)
TOTAL LIABILITIES AND DEFICIT		$	13,536

The accompanying notes are an integral part of this financial statement.

F-277

XIAMEN SHANTUAN

STATEMENT OF OPERATIONS (RESTATED)

(In U.S. dollars)

		For the period from May 17, 2010 (inception date) to December 31, 2010
Net revenues		$	124,915
Cost of revenues			9,331
Gross profit			115,584
Operating expenses:
	Marketing		11,498
	Selling, general and administrative		134,702
	Total operating expenses		146,200
Loss from operations			(30,616	)
Other expense			(116	)
Loss before provision for income tax			(30,732	)
Provision for income tax			—
Net loss		$	(30,732	)

The accompanying notes are an integral part of this financial statement.

F-278

XIAMEN SHANTUAN

STATEMENT OF CHANGES IN DEFICIT AND COMPREHENSIVE LOSS

(In U.S. dollars)

	Paid-in capital		Accumulative deficit			Accumulated other comprehensive income		Total deficit			Total comprehensive loss
Balance as of May 17, 2010 (inception date)	$	—	$	—		$	—	$	—		$	—
Capital contribution from shareholder		146,469		—			—		146,469
Net loss		—		(30,732	)		—		(30,732	)		(30,732	)
Distribution to shareholder		—		(366,567	)		—		(366,567	)		—
Foreign currency translation adjustments		—		—			4,300		4,300			4,300
Balance as of December 31, 2010	$	146,469	$	(397,299	)	$	4,300	$	(246,530	)	$	(26,432	)

The accompanying notes are an integral part of this financial statement.

F-279

XIAMEN SHANTUAN

STATEMENT OF CASH FLOWS

(In U.S. dollars)

			For the period from May 17, 2010 (inception date) to December 31, 2010
Cash flows from operating activities:
	Net loss		$	(30,732	)
	Depreciation			510
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(4,732	)
		Accounts payable		235,794
		Accrued expenses and other current liabilities		18,106
Net cash provided by operating activities				218,946
Cash flows from investing activities:
	Purchase of property and equipment			(8,993	)
Cash used in investing activities				(8,993	)
Cash flows from financing activities:
	Capital contribution from shareholders			146,469
	Net distribution to shareholders			(366,567	)
Net cash provided by financing activities				(220,098	)
Effect of exchange rate changes				10,145
Increase in cash				—
Cash and cash equivalents as of May 17, 2010 (inception date)				—
Cash and cash equivalents as of December 31, 2010			$	—

The accompanying notes are an integral part of this financial statement.

F-280

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

1.     ORGANIZATION AND PRINCIPAL ACTIVITIES

        Xiamen Juwang Information Technology Co., Ltd. ("Xiamen Juwang") was incorporated on May 17, 2010 in Fujian province, the People's Republic of China ("PRC") as a limited liability company. Xiamen Juwang is principally engaged in provision of online group buying services in the foodservice, health and beauty, leisure, recreation and retail sectors under the domain name of www.shantuan.cn ("Xiamen Shantuan") in the PRC.

        On April 29, 2011, Beijing Wowo Tuan Information Technology Co., Ltd. ("Beijing Wowo Tuan") acquired the online group buying services business of Xiamen Juwang for cash consideration of $303,030 (RMB2 million) and such business was operating under Beijing Wowo Tuan as one division. The accompanying financial statements are presented for the period from May 17, 2010 to December 31, 2010.

2.     RESTATEMENT

        The Company has restated its previously issued the financial statements for the period from May 17, 2010 (inception date) to December 31, 2010 to correct for the following errors that were identified subsequent to the date when the financial statements were issued:

        The Company has revised its reporting of revenues from the gross amount billed to the Company's subscribers to the net amounts retained after payments to its merchants because the Company acts as an agent rather than as the principal in the delivery of the goods or services underlying the vouchers as it does not assume the risks and rewards of ownership of goods nor is it responsible for fulfillment of services. Both of these are the responsibilities of the merchants. The effect of the correction resulted in a reduction of previously reported revenues and corresponding reductions in "Cost of revenues". The change in presentation had no effect on "Loss before provision for income tax", "Net loss" or the per share amounts for the year presented.

        In the event the Company sells its online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company, the amount on the cumulative shortfall is re-characterized to marketing expense.

        The Company has also changed the presentation of cost of revenues, operating expenses to be consistent with reporting revenue on a net basis. These changes include presenting depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants as components of cost of revenues rather than as operating expenses.

        Expenses associated with the payroll and welfare of the Company's marketing staff, advertising expenses and marketing promotion related expenses have been reclassified to marketing expense for all year presented. All other expenses have been reclassified to selling, general and administrative expense.

        Based on the above, the Company has restated its financial statements for the period from May 17, 2010 to December 31, 2010 to present revenue on a net basis and to amend the reclassification

F-281

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

2.     RESTATEMENT (Continued)

on costs and operating expenses as discussed above. Note 3, Summary of Significant Accounting Policies has also been restated to reflect the revised accounting policies.

        A summary of the effect of the restatement on each financial statement line item within the Company's financial statements for the period from May 17, 2010 (inception date) to December 31, 2010 is as follows:

Consolidated Statements of Operations:

	As Previously Reported For the Period from May 17, 2010 (Inception Date) to December 31, 2010			Restatement Adjustment			As Restated For the Period from May 17, 2010 (Inception Date) to December 31, 2010
Net revenues	$	1,035,692		$	(910,777	)	$	124,915
Cost of revenues		910,777			(901,446	)		9,331
Gross profit		124,915			(9,331	)		115,584
Operating expenses:
Marketing		61,962			(50,464	)		11,498
Selling general and administrative		93,569			41,133			134,702
Total operating expenses		155,531			(9,331	)		146,200
Loss from operations		(30,616	)		—			(30,616	)
Other expense		(116	)		—			(116	)
Loss before provision for income tax		(30,732	)		—			(30,732	)
Provision for income tax		—			—			—
Net loss	$	(30,732	)		—		$	(30,732	)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

        The financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP").

Going concern

        The financial statements have been prepared on a going concern basis because Beijing Wowo Tuan has agreed to provide adequate funds to enable the Company to meet in full its financial obligations as they fall due for the foreseeable future.

Revenue recognition

        The Company primarily generates revenue from the sales of the online coupons.

F-282

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company presents revenue on a net basis (representing the amount billed to subscribers less the amount paid to merchants). The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

        The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, which is typically at the point when the Company enters into cooperating agreements to sell online coupons with its merchants and the point when the price becomes fixed or determinable; collectability is reasonably assured, which occurs when the subscribers remit payments to third party payment service providers for coupons purchased; and services to the merchants have been rendered. The total gross revenues from the sales of online coupons were $1,035,692 for the period from May 17, 2010 (inception date) to December 31, 2010.

        The Company's subscribers have the ability to hold the coupons until their expiration for full refund, and therefore, the underlying sale from which the Company earns the related commission revenue as an agent is not culminated until its subscribers actually redeem their coupons. Until such time, the proceeds received by the Company from selling the online coupons are recorded as proceeds received in connection with unredeemed coupons. During the period from the offer validation to the point of online coupon redemption, the Company is also contractually obligated to provide, maintain and support an online coupon verification system which its merchants must use to validate coupons before services can be redeemed by the Company's subscribers. The Company also provides ongoing customer service support to its merchants through the redemption of the coupons. The Company has concluded these performance obligations to be a substantive and integral part of the Company's service delivery process from which it earns its revenue. Based on the above considerations, revenue recognition is deferred until the redemption of the online coupons by the subscribers for the delivery of products or consumption of the services, at which time the underlying sale from which the Company earns its commission has been culminated and the Company has completed its service obligations to its merchants. The Company's remaining obligations to its merchants after coupon redemption by its subscribers are inconsequential.

        The Company adopts return and refund policy which offers the subscribers refunds on the coupon they have purchased, if a subscriber is not satisfied with the goods or services after redemption. The merchants are contractually responsible and liable for the quality of the products or services provided and the Company also holds the right to claim reimbursements from the merchants, therefore, the amounts of costs that the Company incurred as a result of such refunds have been minimal for the period presented.

        In the event the Company sells online coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis since the inception of the overall relationship between the merchant and the Company in order to enhance market penetration and recognition, that amount of the cumulative shortfall is re-characterized to marketing expense. For the period from May 17, 2010 (inception date) to December 31, 2010, the Company re-characterized such cumulative shortfall of nil to marketing expenses.

F-283

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business tax

        The Company is subject to business taxes at the rate of 5% on certain types of services and the related revenues are presented net of business taxes incurred. Business tax that was deducted in arriving net revenue for the period from May 17, 2010 to December 31, 2010 was $7,270.

Rewards programs

        The Company issues referral credits to its existing registered subscribers ("referrers") pursuant to certain of the Company's marketing programs offered to promote its group-purchase platform to new subscribers ("referees"). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers' accounts upon the referees make purchases. The merchants are considered the Company's customers under the deemed agency relationship model, therefore when the Company provides the paying subscribers with credits, the Company accrues the costs at issuance in accrued expenses on the balance sheets, with a charge to selling expenses on the statements of operations.

Cost of revenue

        Costs of revenues primarily consist of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third-party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

Marketing expenses

        Marketing expenses primarily consist of online marketing costs, such as sponsored search and advertising on social networking sites, offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, payroll of marketing personnel, the amount of the cumulative shortfall incurred when the Company sells online coupons for a specific merchant to its paying subscribers at a loss that results in negative revenue on a cumulative basis in order to enhance market penetration and recognition since the inception of the overall relationship between the merchant and the Company, and email distribution marketing costs.

Use of estimates

        The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Significant accounting estimates reflected in the Company's financial statements include useful lives and impairment for property and equipment and subscribers returns and refunds. Actual results could differ from those estimates.

F-284

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and equipment, net

        Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

Furniture and fixtures	5 years
Computer and software	5 years

Operating leases

        Leases where substantially all the rewards and risks of the ownership of the assets remain with the leasing companies are accounted for as operating leases. Payments made for the operating leases are charged to the statements of operations on a straight-line basis over the lease term and have been included in the operating expenses in the statements of operations.

Foreign currency translation

        The functional currency of the Company is the Renminbi ("RMB").

        Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of operations.

        The Company's entities with functional currency of RMB translate their operating results and financial position into the U.S. dollar, the Company's reporting currency. Assets and liabilities are translated using the exchange rates in effect on the balance sheet date. Revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income.

Comprehensive income

        Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of changes in equity and comprehensive income.

Fair value of financial instruments

        Financial instruments include accounts payable. The carrying values of accounts payable approximate their fair values reported in the balance sheet due to the short-term maturities.

Recently issued accounting standards

        In October 2009, the Financial Accounting Standards Board ("FASB") issued an authoritative pronouncement regarding the revenue arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management's best

F-285

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

estimate of selling price for individual elements of an arrangement when vendor specific objective evidence ("VSOE"), vendor objective evidence ("VOE") or third-party evidence ("TPE") is unavailable. Prospective application of this new guidance for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this guidance on a retrospective basis. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        On January 21, 2010, the FASB issued authoritative guidance to improve disclosures about fair value measurements. This guidance amends previous guidance on fair value measurements to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurement on a gross basis rather than as a net basis as currently required. This guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This guidance is effective for annual and interim periods beginning after December 15, 2009, except for the requirement to provide the Level 3 activities of purchases, sales, issuances, and settlements on a gross basis, which will be effective for annual and interim periods beginning after December 15, 2010. Early application is permitted and in the period of initial adoption, entities are not required to provide the amended disclosures for any previous periods presented for comparative purposes. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In April 2010, the FASB issued an authoritative pronouncement regarding the milestone method of revenue recognition. The scope of this pronouncement is limited to arrangements that include milestones relating to research or development deliverables. The pronouncement specifies guidance that must be met for a vendor to recognize consideration that is contingent upon achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. The guidance applies to milestones in arrangements within the scope of this pronouncement regardless of whether the arrangement is determined to have single or multiple deliverables or units of accounting. The pronouncement will be effective for fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early application is permitted. Companies can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The Company does not expect the adoptions of this pronouncement will have a significant impact on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The amendments in this update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with existing guidance, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances

F-286

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2010. Early adoption will not be permitted. For nonpublic entities, the guidance is effective for impairment tests performed during entities' fiscal years (and interim periods within those years) that begin after December 15, 2011. Early application for nonpublic entities is permitted; nonpublic entities that elect early application will use the same effective date as that for public entities. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In December 2010, the FASB issued an authoritative pronouncement on disclosure of supplementary pro forma information for business combinations. The objective of this guidance is to address diversity in practice regarding the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The amendments will be effective for business combinations consummated in periods beginning after December 15, 2010, and should be applied prospectively as of the date of adoption. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

        In June 2011, the FASB issued an authoritative pronouncement to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. These amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance should be applied retrospectively. The amendments are effective for fiscal years and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The Company does not expect the adoption of this pronouncement will have a significant effect on its financial position, results of operations or cash flows.

F-287

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

4.     PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

	December 31, 2010
Advance to suppliers	$	2,332
Rental deposit		2,515
	$	4,847

5.     PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following:

	December 31, 2010
Furniture and fixtures	$	1,408
Computer and software		7,803
Total		9,211
Less: accumulated depreciation		(522	)
Property and equipment, net	$	8,689

        Depreciation expenses for the period from May 17, 2010 (inception date) to December 31, 2010 were $510.

6.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

        Accrued expenses and other current liabilities consisted of the following:

	December 31, 2010
Accrued payroll and welfare	$	11,099
Other tax payable		7,446
	$	18,545

7.     INCOME TAX

        The Enterprise Income Tax Law (the "New EIT Law"), effective on January 1, 2008, adopted a unified income tax rate of 25%. The Company was subject to the income tax rate of 25% in the period from May 17, 2010 to December 31, 2010.

F-288

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

7.     INCOME TAX (Continued)

        The significant components of the Company's deferred tax assets were as follows:

		As of December 31, 2010
Deferred tax assets
Non-current
	Net operating loss carry forwards	$	7,683
Total deferred tax assets			7,683
Less: valuation allowance			(7,683	)
Net deferred tax assets		$	—

        The Company has net operating losses of $30,732 for the period from May 27, 2010 to December 31, 2010. As of December 31, 2010, valuation allowance was $7,683 which was provided against deferred tax assets arising from net operating losses of the Company due to the uncertainty of realization.

8.     DISTRIBUTION TO SHAREHOLDERS

        During the period from May 17, 2010 to December 31, 2010, the Company's shareholders collected cash of $366,567 from the customers on behalf. Such amount would not be paid back to the Company and hence, it was deemed to be distribution to shareholders and recorded as a reduction to the shareholders' equity.

9.     COMMITMENT

Operating lease

        The Company leases certain office premises under non-cancellable leases, which will expire in 2012. Rental expenses under operating leases for the period from May 17, 2010 to December 31, 2010 was $8,032.

        The future aggregate minimum lease payments under non-cancelable operating lease agreements were as follows:

Years ending December 31:
	2011	$	15,680
	2012		9,822
	2013		—
	2014		—
	2015 and thereafter		—
Total		$	25,502

F-289

XIAMEN SHANTUAN

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE PERIOD FROM MAY 17, 2010

(INCEPTION DATE) TO DECEMBER 31, 2010

(In U.S. dollars)

10.   SUBSEQUENT EVENTS

        On April 29, 2011, Beijing Wowo Tuan acquired Xiamen Shantuan for a cash consideration of $303,030 (RMB2 million). In conjunction with the sales and purchase agreements entered into between Beijing Wowo Tuan and the shareholders of Xiamen Juwang relating to this acquisition, Beijing Wowo Tuan promised to transfer 49% of the interest of Xiamen Shantuan to the selling shareholder and the key employee for their continuing employment with Xiamen Shantuan for the next three years after the acquisition date.

F-290

Wowo Limited

  American Depositary Shares

  Representing
        Ordinary Shares

Prospectus

BofA Merrill Lynch UBS Investment Bank

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers

        Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the registrant.

        Under the form of indemnification agreements filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

        The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities

        During the past three years, we have issued and sold the securities in Wowo Group Limited described below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. All references to number of shares in the table below have been adjusted to give effect to a share split effected on January 15, 2011 by Wowo Group Limited which resulted in the sole ordinary share held by New Field Worldwide Ltd. becoming 300,000,000 ordinary shares. On August 4, 2011, we effected a share swap in which shareholders of

II-1

Wowo Group Limited, our current holding company, received one Wowo Limited share in exchange for each share of the same class they hold in Wowo Group Limited.

Purchaser	Date of Sale or Issuance		Title and Number of Securities		Consideration (US$ in cash)		Underwriting Discount and Commission
Yongming Zhang		March 8, 2011		16,194,332 ordinary shares		7.9 million		N/A
		July 7, 2011		7,923,246 Series A-2 Preferred Shares		7.7 million		N/A
Zero2IPO China Fund II L.P.		April 3, 2011		5,489,604 Series A-1 Preferred Shares		5.0 million		N/A
		June 18, 2011		2,053,579 Series A-2 Preferred Shares		2.0 million		N/A
CDH Barley Limited		May 25, 2011		30,803,678 Series A-2 Preferred Shares		30.0 million		N/A
Besto Holdings Limited		July 5, 2010		5,133,947 Series A-2 Preferred Shares		5.0 million		N/A
Xiangqing Lin		July 5, 2010		4,398,225 Series A-2 Preferred Shares		4.3 million		N/A
David Tse Young Chou		July 5, 2011		1,026,789 Series A-2 Preferred Shares		1.0 million		N/A
Directors, Officers and Employees		Various dates		Option to purchase 24,740,770 ordinary shares		various prices		N/A

Item 8.   Exhibits and Financial Statement Schedules

(a)

Exhibits

        See Exhibit Index beginning on page II—6 of this Registration Statement.

(b)

Financial Statement Schedules

        All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9.    Undertakings

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement

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relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (4)   For the purpose of determining any liability under the Securities Act of 1933, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in                 on                    , 2011.

Wowo Limited
By:
	Name:	Maodong Xu
	Title:	Chief Executive Officer

        Each person whose signature appears below constitutes and appoints each of [            ] and [            ] as an attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of 1933, as amended, of ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to any and all amendments or supplements to this registration statement, whether such amendments or supplements are filed before or after the effective date of such registration statement, to any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to any and all instruments or documents filed as part of or in connection with this registration statement and any and all amendments thereto, whether such amendments are filed before or after the effective date of such registration statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated in                 on                    , 2011.

Signature	Capacity
Maodong Xu	Chairman, Chief Executive Officer (principal executive officer)
Daniel Mingdong Wu	Director, Chief Financial Officer (principal financial and accounting officer)
Wenjiang Chen	Director
Jianguang Wu	Director, Chief Technology Officer

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

        Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Wowo Limited has signed this registration statement or amendment thereto in                on                    , 2011.

By:
	Name:
	Title:

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EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	1.1	*	Form of Underwriting Agreement
	3.1	*	Memorandum and Articles of Association of the Registrant, as currently in effect
	3.2	*	Amended and Restated Memorandum and Articles of Association of the Registrant, to become effective upon the completion of the offering
	4.1	*	Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)
	4.2	*	Registrant's Specimen Certificate for Ordinary Shares
	4.3	*	Deposit Agreement, dated as of            , 2011, between the Registrant, the depositary and holder of the American Depositary Receipts
	5.1	*	Opinion of Conyers Dill & Pearman LLP regarding the validity of the ordinary shares being registered
	8.1	*	Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters
	8.2	*	Opinion of Commerce & Finance Law Offices regarding certain PRC tax matters
	8.3	*	Opinion of Conyers Dill & Pearman regarding certain Cayman Islands tax matters
	10.1	*	Registrant's Share Incentive Plan
	10.2	*	[Form of Indemnification Agreement with the Registrant's directors]
	10.3	*	Form of Employment Agreement
	10.4	*	Form of English Translation of [contractual arrangements] with affiliated consolidated entities
	10.5	*	Form of English translation of Power of Attorney
	10.6	**	English translation of Exclusive Call Option Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated September 10, 2011
	10.7	**	English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated June 10, 2011
	10.8	**	English translation of Equity Pledge Agreement entered into by and among shareholders of Beijing Wowo Tuan and Wowo Shi Jie, dated September 10, 2011
	10.9	**	English translation of Exclusive Call Option Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.10	**	English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.11	**	English translation of Equity Pledge Agreement entered into by and among shareholders of Kai Yi Shi Dai and Wowo Shi Jie, dated May 31, 2011
	10.12	**	English translation of Exclusive Call Option Agreement entered into by and among shareholders of Yi You Bao and Wowo Shi Jie, dated May 31, 2011
	10.13	**	English translation of Exclusive Technical Support Service Agreement entered into by and among shareholders Yi You Bao and Wowo Shi Jie, dated May 31, 2011

II-6

Exhibit No.			Description of Exhibit
	10.14	**	English translation of Equity Pledge Agreement entered into by and among shareholders of Yi You Bao and Wowo Shi Jie, dated May 31, 2011
	10.15	**	Series A-1 Note Purchase Agreement entered into by New Field Worldwide Ltd. and ZERO2IPO CHINA FUND II, L.P., April 2011
	10.16	**	Series A-1 Notice of Conversion, dated April 3, 2011
	10.17	**	Series A-2 Preferred Share Purchase Agreement entered into by the Company and CDH Barley Limited, dated May 25, 2011
	10.18	**	Series A-2 Preferred Share Purchase Agreement entered into by the Company and Zero2IPO China Fund II L.P., dated June 8, 2011
	10.19	**	Series A-2 Preferred Share Purchase Agreement entered into by and among the Company, Besto Holdings Limited, David Tse Young Chou, Zhang Yongming and Lin Xiangqing, dated July 5, 2011
	10.20	**	Series A-2 Shareholders Agreement entered into by the Company and the shareholders, dated August 4, 2011
	10.21	**	English translation of Online payment Agreement between Beijing Wowo Tuan Information Technology Co., Ltd. and Alipay.com (China) Co., Ltd.
	10.22		English translation of Agency Agreements between Beijing Wowo Tuan Information Technology Co., Ltd. and Beijing Baifen Tonglian Information Technology Co., Ltd. dated March 3, 2011
	21.1	*	List of Subsidiaries of the Registrant
	23.1		Consent of Deloitte Touche Tohmatsu CPA Ltd.
	23.2	*	Consent of Conyers Dill & Pearman LLP (included in exhibit 5.1)
	23.3	*	Consent of Simpson Thacher & Bartlett LLP (included in exhibit 8.1)
	23.4	*	Consent of Commerce & Finance Law Offices (included in exhibit 8.2)
	24.1	*	Power of Attorney (included on signature page)
	99.1	*	Code of Business Conduct and Ethics of Registrant
	99.2	*	Opinion of Commerce & Finance Law Offices regarding certain PRC legal matters

*

To be filed by amendment.

**

Previously filed.

II-7

Exhibit 10.22

Right Message   Right Time   Right Location   Right Audience

Agency Contract

Party A: Beijing Wowo Tuan Information Technology Co., Ltd.

Contact person:
Contact number:
Contact address:

Party B: Beijing Baifen Tonglian Information Technology Co., Ltd. (“Lmobile”)
Contact person: Liu Limei

Contact number: 18663323235, 010-62668887

Contact address: Fifth Floor, No.4 building, No.1, Yard, South Nongda Road, Haidian District, Beijing

Article 1 Definition

1 Mobile internet advertising: Advertisement or information released to mobile phone users by party B or cooperative mobile internet with party B, including but not limited to various forms of internet advertising such as banner towing, button advertising, text links, mobile icons, full columns, full screen, pop-ups, streaming media.

2 Mobile phone advertising on newspaper: Various advertisement and information released to mobile newspaper and magazine cooperative with party B.

3 Interactive marketing services: Based on party A’s requirement, party A provides end customers designated by party A with customized solutions which regards mobile terminal as carrier and adopts personalized application and popularization; interactive marketing services also includes a series of application software services and development provided by party B and the service adopts pricing methods based on operating frequency or other agreements.

4 Agency: The agents in this contract are essentially franchised dealers; “agency” in the contract means that party A markets party Bs products or services after purchasing pursuant to requirements and measures stipulated in the contract and relevant appendixes; the units and persons who finally receive products are called end customers; party A who makes a decision to market again shall shoulder the responsibility of twice marketing; party A shall settle the dispute among any third parties (including end customers) which is irrelevant to party B. Under no circumstances, the agent or agency in this contract indicate that party A’s action represents party B and that party B undertakes responsibility for the third party beyond the contract, let alone the action in line or conflict with agreements in the contract.

5 Wrong releases: Contents under the contract are wrongly released due to party B’s fault or negligence.

6 Omission: Services are not implemented pursuant to the schedule time in the contract due to party B’s fault or negligence, not including the omission resulting from party A’s time arrangement on reasonable technique of service that very day.

Article 2 Contract summaries

1 Party B empowers party A to be agents of the whole nation or region C business (a: service of mobile internet advertising b: service of mobile phone advertising on newspaper c: service of interactive marketing services). Product’s categories and pricing policy are shown in

Fifth Floor, No.4 building, Silicon Valley Bright City, No.1 South Nongda Road, Haidian District, Beijing 100084

Tel: +8610 62668888 Fax: +8610 62668866 www.lmobile.cn

appendix of Product and Price System. Other products or services which are newly developed by party B according to market conditions can be preferentially authorized to party A’s agency pursuant to agreements of the contract under the same condition.

2 The conditions of agency are given below:

2.1 Party A should give one-time repayment of RMB 496,000(in capital: four hundred ninety six thousand only) to party B who has to make out an invoice to party A; security deposit is zero. Advance payment used for deducting account receivable of marketing shall not be sent back; where consumption is not finished during dissolution of contract, the payment shall also be returned.

2.2 Party A is liable to reach certain marketing evaluation index; if not; party B has the right to cancel party A’s right of agency. Otherwise, party B shall guarantee that party A has the priority to contract extension.

3 Party A on behalf of party B’s agents is entitled to engage in activities such as market promotion and marketing of party B’s product and business in area of agency and provides high-quality service to end customers.

4 Party A shall not engage in party B’s product marketing activity across the region; the next level of agency shall not be developed randomly without party B’s approval.

5 Party B can adjust price and discount policy of product according to market quotation but shall notify party A in written form, by telephone or mail in advance.

Article 3 Party A’s rights and obligations

1 Party A shall conclude sales and service contract with end customers in area of agency in accordance with model text provided by party B. Party A shall explain clauses in sales contract to end customers but the range of explanation can not exceed commitment made in the contract and Agents’ Management System And Code Of Conduct; party A shall voluntarily shoulder the responsibility beyond the commitment.

2 Party A or end customers who get the ads (information) by means of party B’s service can release them through party B’s examination and permission; if party B believes that the contents of ads (information) disaccord with relevant provisions of rules and regulations, party B shall notify end customers or party A within 24 hours after receiving submitted content, however, party B’s examination on contents of ads (information) doesn’t indicate that party B shall shoulder any obligations of advertising contents.

3 Party A shall guarantee: contents of ads (information) is valid; he never violate the third party’s legitimate rights and interests (including but mot limited to intellectual property, etc); he never produce misleading promotion. Party A shall voluntarily undertake responsibility on any dispute, claim, litigation resulting from ads (information) or other dispute and give compensation to party B’s practical or prospective loss. Party A shall not utilize ads (information) provided by party B to take part in illegal criminal activity such as detriment of national security, disclosure of state secrets and to produce, consult, duplicate and spread ads (information) including pornographic and violent ads for the purpose of violating constitution and law, hampering public security and destroying national unity and ethnic unity. Party A shall utilize party B’s ads (information) and service to release any ads (info) containing the following contents:

3.1 Oppose basic principles defined in constitution.

3.2 Jeopardize national security, disclose national secret, subvert state power, and destroy national unity.

3.3 Harm national pride and interest and violate any contents of third party’s public impression and privacy.

3.4 Instigate national hatred and discrimination and destroy national unity.

3.5 Undermine national religious policy and promote cults and superstitions.

3.6 Spread rumors, disturb social order and destroy social stability.

3.7 Spread obscenity, pornography, gambling, violence, murder and horror or instigate crime.

3.8 Insult or defame others and violate others’ legitimate rights and interests.

3.9 Contents competitive to mobile operators and mobile internets and contents prohibited by law or administrative law.

4 The objects of party A’s interactive marketing shall accord with the following situations: users who have business relations or working relationship with publishers or have registered in publishers’ service system; registered members in various organization forms of publishers; acquire users’ consent to receive ads (info) by other forms.

5 Because of mobile operators’ network and users’ phones, reasonable errors may occur in release of ads (info) so party A permits party B’s transmission errors with the range of ±5%. If party A objects the released ads (info) (including wrong release, omission or other transmission condition contrary to the contract), he shall submit to party B within 3 days after objection and otherwise, the transmission is completed strictly in accordance with agreements of the contract.

6 Party A shall collect, settle or provide market information or competitive information to party B.

7 If party A unilaterally terminates service to end customers or seriously violates agreements which cause end customers’ loss, party A shall undertake all loss and legal responsibility. When the aforementioned situations occur, in order to maintain party B’s brand image and end customers’ interest party B can terminate the contract and voluntarily empower other agents to provide corresponding service to end customers.

8 Party A agrees to confirm, settle and pay the cost pursuant to agreements in the contract and appendix. If time of payment is not appointed in the appendix, party A shall pay the cost before service provide by party B. If party A postpones payment of money, party A shall pay five thousandths of outstanding payment as liquidated damages every day; if party A postpones for 30 days, party A is entitled to terminate the contract and doesn’t undertake liability for breach of contract. Any fund paid by party A to party B shall be transferred to any account of party B by transfer method of bank transfer check or remittance.

Company name: Beijing Baifen Tonglian Information Technology Co., Ltd.

Opening bank and account number: China Merchant Bank, Beijing Branch, Tsing-Hua Campus Sub-branch 8667 8068 9610 001

Opening bank and account number: ICBC Co., Ltd. Beijing Zhongguancun Sub-branch 0200095619200164805

Opening bank and account number: Guangdong Development Bank Beijing Shangdi Sub-branch 137281516010001043

Opening bank and account number: Bank of China Beijing Shangdi Xinxi Road Sub-branch 825723610808091001

Where party A pays the cost in cash, he shall get written certificate of collection with official seal from authorized payee of party B; the receipt or invoice with special finance stamp can be regarded as payment. Party B shall employ written document with official seal for the purpose of

requesting party A to pay the fund to designated account of agency fund. Except the aforementioned ones including party A’s delivery of payment to party B’s agents or staff, any payment methods shall be considered that party A pays fund to party B.

Article 4 Party B’s rights and obligations

1 Party B provides products and service pursuant to agreements of the contract; if party B violates the agreement, party A has the right to investigate liability for breach of contract.

2 Party B occasionally publishes flexible language, ads and the like on the media and organizes sales promotion to expand product awareness.

3 Party B regularly provides party A with training services to make the latter master industry knowledge, business process, service regulations, etc as soon as possible, provides operational guidance of marketing and remote technology support after sale and responds and explains various marketing and technical problems proposed by party A.

4 Party A sells in accordance with standard edition of products released by party B; party B doesn’t provide special development service in principle but for ③aforementioned interactive marketing service.

5 If party A doesn’t pay the fund pursuant to agreements of the contract or relevant info or contents are not complete, illegal or untrue or party A delays supplying, which causes party B to delay designing, producing or releasing info or not to release, party B shall take no responsibility; if party A rejects or postpones to pay fund, party B has the right to stop designing, producing or releasing info until the contract is terminated, which doesn’t influence that party B requests party A to undertake liability for breach of contract or resumes to perform the right of payment obligations.

6 In accordance with relevant provisions of rules and regulations, party B is entitled to check contents, forms of ads (info) and relevant supporting documents; if party B believes that they disaccord with provisions of rules and regulations, party B has the right to amend or reject to release ads (info). Party B has the right to request party A to provide relevant supporting documents which are including but not limited: productive and operational qualification certificates issued by relevant departments of government, certificate of trademark registration and other supporting documents from provisions of rules and regulations. Party B’s examination doesn’t indicate party B shall shoulder any responsibility.

7 If the ads (info) and relevant supporting documents provided by party A are incomplete, illegal or postponed causes party B to delay service or fail to supply service, party B doesn’t undertake liability for breach of contract.

8 Party B has no obligation to be responsible for any relevant direct, indirect or punitive loss in this contract, whether the obligations emerge based on violation of contract or rights (including negligence), strict liability or other situations or whether party B has been notified of possibility of damage or not.

Article 5 After-sale services

Party A shall directly provide after-sale service and technical assistance to end customers expanded by party A.

Article 6 Confidentiality

1 Without party B’s approval, any party shall disclose any contents in clauses of the contract, conclusion and performance to the third party (besides relevant rules, regulations, government

departments, stock exchanges, other requirements of regulatory bodies, both parties consultants on laws, accounting, business and others employers) and never disclose any info of associated companies to other persons involved through concluding and performing the contract.

2 Any preferential policies or cooperation methods given to by Party B by Party A during the period of cooperation, Party A shall never disclose them to third party.

3 Both parties’ duty of confidentiality shall not be canceled because of alteration, cancellation and termination of the contract.

Article 7 Liability for breach of contract

1 If either party Violates obligations stipulated in the contract, the default party upon the date of receiving written notice that observant party requires to rectify nonperformance shall stop nonperformance and compensates for any losses to observant party within 7 days. If default party resumes violations or fails to perform obligations, the observant party can not only receives liquidated damages but also is entitled to terminate the contract in advance.

2 Within the contract, party B can notify party A to terminate the contract by written notice in case of the following situations: party A postpones paying the amount due within 7 days; party A violates other agreements of the contract and fails to rectify within 7 days after receiving the written notice for rectification.

Article 8 Force majeure

1 “Force majeure” means those events that both parties can not reasonably control or anticipate or even has anticipated but can not avert, which hinder, influence or delay any party to perform all or part of obligations according to the contract. Those events include but not limited to: state action, natural disaster, war, computer virus, hacking, and network failure, network or system maintenance conducted by party A or providers of information carries to make network or system operate normally, policy adjustments made by mobile operators, service delay of broad band made by network devices or technical providers, service breakdown or any other similar events.

2 If Force majeure events cause one party to fail to perform obligations under the contract, both parties shall immediately find out reasonable solutions through mutual negotiation and make every effort to reduce the consequences of the Force majeure.

3 Within 5 days after Force majeure events, one party who can’t perform obligations due to Force majeure shall notify the other party in written form and explain the reason why he can not perform the obligations under the contract completely or partly. The contract period which shall be prolonged is equal to the delay resulted from Force majeure.

4 Due to stoppage of backbone network or transmission network, policy shift of the state and local government or mobile operators causes party B to fail to keep on providing agent business and service to party B; party B & A shall clear off recharged SMS balance and performance security. In addition, party B shall undertake no obligations.

Article 9 Termination of contract

1 The contract is terminated for the following reasons:

1.1 The contract period becomes due.

1.2 The contract is terminated in advance through consensus.

1.3 Both parties terminate the contract pursuant to agreements of it.

1.4 Where both parties fail to perform obligations completely or partly which leads to serious breach and still can’t perform within 30 days after interpellation, the observant party shall cancel or terminate the contract in written form and request default party to shoulder liability for breach

of contract according to agreements of the contract.

2 The termination of the contract or early termination doesn’t influence rights and obligations under the contract before the date of termination or early one.

3 After the termination of the contract, party A shall stop selling party B’s products and shall not engage in business operation in the name of agents.

4 If it’s party B’s full responsibility to cancel the contract, party B shall return the actual amounts which party A purchases but not perform; under other circumstances, party A shall request party B to return nonperforming amounts. When party B returns fund to party A, tax payment can be deducted from refund amounts.

Article 10 Resolutions of disputes and others

1 If both parties dispute contents of contract or performance, they shall conduct friendly consultations; if they fail to reach, either party can submit the claim to arbitration to Beijing Arbitration Commission. The verdict is final and has binding effect to both parties.

2 The conclusion, performance, explanation, and resolutions of disputes shall be applicable to Chinese law.

3 Except that party B can transfer rights and obligations to the associative firms, either party without the other party’s written approval shall not transfer rights and obligations under the contract completely or partly.

4 When signing the contract, party A is requested to provide a copy of business license duplicate as duplicate appendix of the contract.

5 The annotation, appendix, supplementary agreements, confirmation constitute the contract, which are legally binding.

6 The contract shall be served in duplicate, each party holding one copy which comes into effect on the date of signing or sealing by authorized representatives of both parties. Both parties agree that after concluding the contract they can confirm not only by paper documents including letters and agreements such as order forms, monthly confirmation sheet of implementation by signature or seal but also by E-mail of the following email addresses:

Email address designated by party A: xugaowei@55tuan.com

Party B’s special email address to receive party A’s letters such as letters or agreements: lmobile-order @lmobile.cn

Special email address used by party B to send letters such as monthly confirmation sheet of implementation and agreements to party A: lmobile-order@lmobile.cn. Party A shall reply the confirmation sheet of implementation sent by party B through this email address to party A within 2 working days; if not, it’s believed that party A approves the data provided by party B.

(No text below this line)

Party A (seal): Beijing Wowo Tuan Information Technology Co., Ltd.	Party B (seal): Beijing Baifen Tonglian Information Technology Co., Ltd.
Seal: Special seal for contract of Beijing Wowo Tuan Information Technology Co., Ltd.	Seal: Special seal for contract of Beijing Baifen Tonglian Information Technology Co., Ltd.
Address:	Address: Fifth Floor, No.4 building, No.1, Yard, South Nongda Road, Haidian District, Beijing
Zip code:
Contact person:	Contact person: Liu Limei
Telephone:	Telephone: 186633233235, 010-62668887
Fax:	Fax:
E-Mail:	E-mail:
Authorized representative:	Authorized representative: Seal: Xu Maoyin
Signed on:    /   20	Signed on:    /   20

Appendix I Order form patterns

Beijing Baifen Tonglian Information Technology Co., Ltd.:

In accordance with the contract signed between your esteemed company and us, we decide to buy the following services:

product category	quantity	unit price	amount of money
1012813	2,200,000	0.055	121,000
2012123	2,500,000	0.15	375,000

Expense Total: 496,000 Yuan (in capital: Four hundred and ninety six thousand only)

We commit to remit all service charges for the above to the following account specified by your esteemed company before March 10, 2011.

Company name: Beijing Baifen Tonglian Information Technology Co., Ltd.

(  ) Opening bank and account number: China Merchant Bank, Beijing Branch, Tsing-Hua Campus Sub-branch 8667 8068 9610 001

(  ) Opening bank and account number: ICBC Co., Ltd. Beijing Zhongguancun Sub-branch 0200095619200164805

(  ) Opening bank and account number: Guangdong Development Bank Beijing Shangdi Sub-branch 137281516010001043

(  ) Opening bank and account number: Bank of China Beijing Shangdi Xinxi Road Sub-branch 825723610808091001

Any other unaccomplished matter in this order shall be performed in accordance with the signed contract; this order will be issued by mail and take effect after the confirmation or execution of your esteemed company.

Beijing Wowo Tuan Information Technology Co., Ltd
Seal: Beijing Wowo Tuan Information Technology Co., Ltd
March 3, 2011

Appendix III:

Agent Target Tasks Undertakings

Commitment party: Beijing Wowo Tuan Information Technology Co., Ltd (hereinafter referred to as Party A)

Accept commitment party: Beijing Baifen Tonglian Information Technology Co., Ltd. (hereinafter referred to as Party B)

In duration of the Agency Service Contract, on condition that platform stability operations of party B, Party A promise to carry out some necessary market input and strong marketing expansion as well as sales promotion, it will fulfill the following target every month. (The rate of target completion will in accordance with the actually implemented line, instead of advance payment line):

Month	Level of delivery of this contract (million Yuan)	the number of developing customers in the same month
Q1(       year     month        year        month)
Q2(       year     month        year        month)
Q3(       year     month        year        month)
Q4(       year     month        year        month)
Total:

Commitment party: Beijing Wowo Tuan Information Technology Co., Ltd

Seal: Special seal for contract of Beijing Wowo Tuan Information Technology Co., Ltd.

Authorised representative:

Sign (seal):

Date:

Appendix V

Beijing Baifen Tonglian Information Technology Co., Ltd.
Agent Management System and Code of Conduct

In order to clear and definite the rights and obligations between Beijing Baifen Tonglian Information Technology Co., Ltd. (hereafter as “LMobile”)and its agents, regulate the selling practices of agents and cultivate good cooperative order, the company formulated the standard. LMobile and its agents, as well as among the agents, they should follow the principles of integrity, mutual benefit and fairness in the cooperation of the parties, and comply with this regulation.

1.Agent Class

a.LMobile shall have the right to determine the level and class of agents on the basis of their actual situation. All or different levels authorized by LMobile will bind by this regulation and will not develop the lower agent.

b.LMobile shall have the right to make different product price policy on the basis of their class, level and local market situation.

2.Agent code of conduct

a.The agent shall not compete with LMobile directly or indirectly, as well as make a profit from the competitors of LMobile. The agent shall not operate the product and service at the same time which similar to or have obvious conflict with LMobile. The corporation will be terminated as soon as found the above situation, the existing client shall be taken over by LMobile.

b.The agent shall not defame or dispraise the corporate goodwill of LMobile and other agents shall not publish comments which are harmful for the products and service of LMobile. The corporation will be terminated and the margin will be deducted.

c.All agents must strictly abide by the price policy made by LMobile and carry out the marketing promotion and sales in accordance with the agreements with LMobile without written permission from the party a, the agent shall not sale products below limit price, or will be deemed as dump their products at low prices.

d.The agent only carry out the sale and provision of service in authorized area, it shall not carry out the sale and provision of service across areas, otherwise LMobile shall have the right to terminate the single cooperation. If the effective customer which has signed with the agent will buy the product and service of LMobile just for the need of its management from the branch office, subsidiary, office or representative office out of the authorized area, subject to the written permission of party a.

3.Marketing regulation

a.Prohibitive norm

(a)It is strictly prohibited the deceptive, exaggerated marketing, once the customer complaint is verified, the agent will be punished by the lowest RMB1000 a time in accordance with the seriousness of the case.

(b)It is strictly prohibited the cross-selling which is ordered in system, if the irregularities are found, the agent will be punished by the lowest RMB1, 000 a time. The written permission of LMobile is required if the agent want to set up branches in other cities, otherwise it will be deemed as the cross-selling.

(c)It is strictly prohibited to sell at the lower price, and the final user price shall not lower

than the public discount price by LMobile.

(d)The agent shall not change its agent level and declare false title to the customers arbitrarily in the website, mail, telephone or facsimile. Once found will be deemed as illegal and be punished with RMB1000.

(e)If agent breaches the above regulation accumulated more than three times in one year, LMobile shall have the right to lower the agent grade, disqualify the agent or terminate the agent contract unilaterally and deduct the margin in accordance with the violation circumstances.

b.Demandable norm

(a)The agent shall conclude and sign the production marketing and information publish contract in accordance with the model text provided by LMobile. If LMobile needs some information about the agent business related circumstances, the agent will have the obligation to truthfully provide relevant information and materials.

(b)Upon receiving the complaint about the product and service, the agent shall inform LMobile in good time and provide relevant information and materials in accordance with the requirement of LMobile.

(c)Upon receiving the written complaint about the agent and ask to replace the business agent by signed customers, LMobile shall have the right to offer follow-up services directly for them in accordance with the requirements of customers.

(d)If the situations arise, such as state of operation deteriorated, business reputation lost or other situations which will cause service capability lost or probably lost, LMobile shall have the right to terminate the agent contract unilaterally.

4.Supplementary Articles

a.LMobile shall restrain the behavior of the agent on the basis of this regulation.

b.LMobile shall have the right to formulate and promulgate different price policy and price discount policy for agent in accordance with the market situation.

c.If a agent breach the above regulation for many times, or LMobile has received the complaint for the agent from customers accumulated more than three times, LMobile shall have the right to ask the agent to correct actions. If the agent does not correct within a reasonable time, LMobile shall have the right to lower the agent grade, disqualify the agent or terminate the agent contract unilaterally. If LMobile sustained by any loss through the agent behavior, the agent shall compensate loss or damage. LMobile shall have the right to deduct the agent margin directly to compensate its loss or damage, if the margin is not enough to pay all the losses or damages; LMobile shall have the right to ask the agent to disburse separately.

d.This regulation will come into force and implement on December 1, 2009, LMobile shall have the right of final adjustment and interpretation.

Beijing Baifen Tonglian Information Technology Co., Ltd.

As an agent of LMobile, we agree to comply with the above requirements.

Agent (seal): Beijing Wowo Tuan Information Technology Co., Ltd
Seal: Special seal for contract of Beijing Wowo Tuan Information Technology Co., Ltd

Date:

Supplementary Agreement

Party A: Beijing Wowo Tuan Information Technology Co., Ltd.

Party B: Beijing Baifen Tonglian Information Technology Co., Ltd. (“Lmobile”)

In accordance with the Agency Contract signed between Party A and Party B on the third day of March, 2011, (Hereafter refereed to The Contract) contract No. FHQT-048,  in order to identify the rights and obligations of both parties clearly, the two parties reach the following terms and conditions under equal consultation:

1.The validity of The Contract is one (1) year, effecting from the both signatures of the contract.

2.The supplementary agreement has the same legal effect with The Contract. Any conflict arising from The Contract and supplementary agreements would be subject to the supplementary agreement. The content not mentioned will be subject to the terms and conditions in The Contract.

3.The Supplementary Agreement in duplicate, each party holding one and sharing the same legal effect.

4.This Supplementary agreement will be in effect since signed and sealed by both parties.

Party A: Beijing Wowo Tuan Information Technology Co., Ltd.

Date: March 04, 2011

Party B: Beijing Baifen Tonglian Information Technology Co., Ltd.

Date: March 04, 2011

Agency Contract

Party A: Beijing Wowo Tuan Information Technology Co., Ltd.

Contact person:
Contact number:
Contact address:

Party B: Beijing Baifen Tonglian Information Technology Co., Ltd. (“Lmobile”)
Contact person: Liu Limei

Contact number: 18663323235, 010-62668887

Contact address: Fifth Floor, No.4 building, No.1, Yard, South Nongda Road, Haidian District, Beijing

Article 1 Definition

1 Mobile internet advertising: Advertisement or information released to mobile phone users by party B or cooperative mobile internet with party B, including but not limited to various forms of internet advertising such as banner towing, button advertising, text links, mobile icons, full columns, full screen, pop-ups, streaming media.

2 Mobile phone advertising on newspaper: Various advertisement and information released to mobile newspaper and magazine cooperative with party B.

3 Interactive marketing services: Based on party A’s requirement, party A provides end customers designated by party A with customized solutions which regards mobile terminal as carrier and adopts personalized application and popularization; interactive marketing services also includes a series of application software services and development provided by party B and the service adopts pricing methods based on operating frequency or other agreements.

4 Agency: The agents in this contract are essentially franchised dealers; “agency” in the contract means that party A markets party Bs products or services after purchasing pursuant to requirements and measures stipulated in the contract and relevant appendixes; the units and persons who finally receive products are called end customers; party A who makes a decision to market again shall shoulder the responsibility of twice marketing; party A shall settle the dispute among any third parties (including end customers) which is irrelevant to party B. Under no circumstances, the agent or agency in this contract indicate that party A’s action represents party B and that party B undertakes responsibility for the third party beyond the contract, let alone the action in line or conflict with agreements in the contract.

5 Wrong releases: Contents under the contract are wrongly released due to party B’s fault or negligence.

6 Omission: Services are not implemented pursuant to the schedule time in the contract due to party B’s fault or negligence, not including the omission resulting from party A’s time arrangement on reasonable technique of service that very day.

Article 2 Contract summaries

1 Party B empowers party A to be agents of the whole nation or region C business (a:

service of mobile internet advertising b: service of mobile phone advertising on newspaper c: service of interactive marketing services). Product’s categories and pricing policy are shown in appendix of Product and Price System. Other products or services which are newly developed by party B according to market conditions can be preferentially authorized to party A’s agency pursuant to agreements of the contract under the same condition.

2 The conditions of agency are given below:

2.1 Party A should give one-time repayment of RMB 1 ,089,000(in capital: one million eighty nine thousand only) to party B who has to make out an invoice to party A; security deposit is zero. Advance payment used for deducting account receivable of marketing shall not be sent back; where consumption is not finished during dissolution of contract, the payment shall also be returned.

2.2 Party A is liable to reach certain marketing evaluation index; if not; party B has the right to cancel party A’s right of agency. Otherwise, party B shall guarantee that party A has the priority to contract extension.

3 Party A on behalf of party B’s agents is entitled to engage in activities such as market promotion and marketing of party B’s product and business in area of agency and provides high-quality service to end customers.

4 Party A shall not engage in party B’s product marketing activity across the region; the next level of agency shall not be developed randomly without party B’s approval.

5 Party B can adjust price and discount policy of product according to market quotation but shall notify party A in written form, by telephone or mail in advance.

Article 3 Party A’s rights and obligations

1 Party A shall conclude sales and service contract with end customers in area of agency in accordance with model text provided by party B. Party A shall explain clauses in sales contract to end customers but the range of explanation can not exceed commitment made in the contract and Agents’ Management System And Code Of Conduct; party A shall voluntarily shoulder the responsibility beyond the commitment.

2 Party A or end customers who get the ads (information) by means of party B’s service can release them through party B’s examination and permission; if party B believes that the contents of ads (information) disaccord with relevant provisions of rules and regulations, party B shall notify end customers or party A within 24 hours after receiving submitted content, however, party B’s examination on contents of ads (information) doesn’t indicate that party B shall shoulder any obligations of advertising contents.

3 Party A shall guarantee: contents of ads (information) is valid; he never violate the third party’s legitimate rights and interests (including but not limited to intellectual property, etc); he never produce misleading promotion. Party A shall voluntarily undertake responsibility on any dispute, claim, litigation resulting from ads (information) or other dispute and give compensation to party B’s practical or prospective loss. Party A shall not utilize ads (information) provided by party B to take part in illegal criminal activity such as detriment of national security, disclosure of state secrets and to produce, consult, duplicate and spread ads (information) including pornographic and violent ads for the purpose of violating constitution and law, hampering public security and destroying national unity and ethnic unity. Party A shall utilize party B’s ads (information) and service to release any ads (info) containing the following contents:

3.1 Oppose basic principles defined in constitution.

3.2 Jeopardize national security, disclose national secret, subvert state power, and destroy national unity.

3.3 Harm national pride and interest and violate any contents of third party’s public impression and privacy.

3.4 Instigate national hatred and discrimination and destroy national unity.

3.5 Undermine national religious policy and promote cults and superstitions.

3.6 Spread rumors, disturb social order and destroy social stability.

3.7 Spread obscenity, pornography, gambling, violence, murder and horror or instigate crime.

3.8 Insult or defame others and violate others’ legitimate rights and interests.

3.9 Contents competitive to mobile operators and mobile internets and contents prohibited by law or administrative law.

4 The objects of party A’s interactive marketing shall accord with the following situations: users who have business relations or working relationship with publishers or have registered in publishers’ service system; registered members in various organization forms of publishers; acquire users’ consent to receive ads (info) by other forms.

5 Because of mobile operators’ network and users’ phones, reasonable errors may occur in release of ads (info) so party A permits party B’s transmission errors with the range of ±5%. If party A objects the released ads (info) (including wrong release, omission or other transmission condition contrary to the contract), he shall submit to party B within 3 days after objection and otherwise, the transmission is completed strictly in accordance with agreements of the contract.

6 Party A shall collect, settle or provide market information or competitive information to party B.

7 If party A unilaterally terminates service to end customers or seriously violates agreements which cause end customers’ loss, party A shall undertake all loss and legal responsibility. When the aforementioned situations occur, in order to maintain party B’s brand image and end customers’ interest party B can terminate the contract and voluntarily empower other agents to provide corresponding service to end customers.

8 Party A agrees to confirm, settle and pay the cost pursuant to agreements in the contract and appendix. If time of payment is not appointed in the appendix, party A shall pay the cost before service provide by party B. If party A postpones payment of money, party A shall pay five thousandths of outstanding payment as liquidated damages every day; if party A postpones for 30 days, party A is entitled to terminate the contract and doesn’t undertake liability for breach of contract. Any fund paid by party A to party B shall be transferred to any account of party B by transfer method of bank transfer check or remittance.

Company name: Beijing Baifen Tonglian Information Technology Co., Ltd.

Opening bank and account number: China Merchant Bank, Beijing Branch, Tsing-Hua Campus Sub-branch 8667 8068 9610 001

Opening bank and account number: ICBC Co., Ltd. Beijing Zhongguancun Sub-branch 0200095619200164805

Opening bank and account number: Guangdong Development Bank Beijing Shangdi Sub-branch 137281516010001043

Opening bank and account number: Bank of China Beijing Shangdi Xinxi Road Sub-branch 825723610808091001

Where party A pays the cost in cash, he shall get written certificate of collection with official

seal from authorized payee of party B; the receipt or invoice with special finance stamp can be regarded as payment. Party B shall employ written document with official seal for the purpose of requesting party A to pay the fund to designated account of agency fund. Except the aforementioned ones including party A’s delivery of payment to party B’s agents or staff, any payment methods shall be considered that party A pays fund to party B.

Article 4 Party B’s rights and obligations

1 Party B provides products and service pursuant to agreements of the contract; if party B violates the agreement, party A has the right to investigate liability for breach of contract.

2 Party B occasionally publishes flexible language, ads and the like on the media and organizes sales promotion to expand product awareness.

3 Party B regularly provides party A with training services to make the latter master industry knowledge, business process, service regulations, etc as soon as possible, provides operational guidance of marketing and remote technology support after sale and responds and explains various marketing and technical problems proposed by party A.

4 Party A sells in accordance with standard edition of products released by party B; party B doesn’t provide special development service in principle but for ③aforementioned interactive marketing service.

5 If party A doesn’t pay the fund pursuant to agreements of the contract or relevant info or contents are not complete, illegal or untrue or party A delays supplying, which causes party B to delay designing, producing or releasing info or not to release, party B shall take no responsibility; if party A rejects or postpones to pay fund, party B has the right to stop designing, producing or releasing info until the contract is terminated, which doesn’t influence that party B requests party A to undertake liability for breach of contract or resumes to perform the right of payment obligations.

6 In accordance with relevant provisions of rules and regulations, party B is entitled to check contents, forms of ads (info) and relevant supporting documents; if party B believes that they disaccord with provisions of rules and regulations, party B has the right to amend or reject to release ads (info). Party B has the right to request party A to provide relevant supporting documents which are including but not limited: productive and operational qualification certificates issued by relevant departments of government, certificate of trademark registration and other supporting documents from provisions of rules and regulations. Party B’s examination doesn’t indicate party B shall shoulder any responsibility.

7 If the ads (info) and relevant supporting documents provided by party A are incomplete, illegal or postponed causes party B to delay service or fail to supply service, party B doesn’t undertake liability for breach of contract.

8 Party B has no obligation to be responsible for any relevant direct, indirect or punitive loss in this contract, whether the obligations emerge based on violation of contract or rights (including negligence), strict liability or other situations or whether party B has been notified of possibility of damage or not.

Article 5 After-sale services

Party A shall directly provide after-sale service and technical assistance to end customers expanded by party A.

Article 6 Confidentiality

1 Without party B’s approval, any party shall disclose any contents in clauses of the contract, conclusion and performance to the third party (besides relevant rules, regulations, government departments, stock exchanges, other requirements of regulatory bodies, both parties consultants on laws, accounting, business and others employers) and never disclose any info of associated companies to other persons involved through concluding and performing the contract.

2 Any preferential policies or cooperation methods given to by Party B by Party A during the period of cooperation, Party A shall never disclose them to third party.

3 Both parties’ duty of confidentiality shall not be canceled because of alteration, cancellation and termination of the contract.

Article 7 Liability for breach of contract

1 If either party Violates obligations stipulated in the contract, the default party upon the date of receiving written notice that observant party requires to rectify nonperformance shall stop nonperformance and compensates for any losses to observant party within 7 days. If default party resumes violations or fails to perform obligations, the observant party can not only receives liquidated damages but also is entitled to terminate the contract in advance.

2 Within the contract, party B can notify party A to terminate the contract by written notice in case of the following situations: party A postpones paying the amount due within 7 days; party A violates other agreements of the contract and fails to rectify within 7 days after receiving the written notice for rectification.

Article 8 Force majeure

1 “Force majeure” means those events that both parties can not reasonably control or anticipate or even has anticipated but can not avert, which hinder, influence or delay any party to perform all or part of obligations according to the contract. Those events include but not limited to: state action, natural disaster, war, computer virus, hacking, and network failure, network or system maintenance conducted by party A or providers of information carries to make network or system operate normally, policy adjustments made by mobile operators, service delay of broad band made by network devices or technical providers, service breakdown or any other similar events.

2 If Force majeure events cause one party to fail to perform obligations under the contract, both parties shall immediately find out reasonable solutions through mutual negotiation and make every effort to reduce the consequences of the Force majeure.

3 Within 5 days after Force majeure events, one party who can’t perform obligations due to Force majeure shall notify the other party in written form and explain the reason why he can not perform the obligations under the contract completely or partly. The contract period which shall be prolonged is equal to the delay resulted from Force majeure.

4 Due to stoppage of backbone network or transmission network, policy shift of the state and local government or mobile operators causes party B to fail to keep on providing agent business and service to party B; party B & A shall clear off recharged SMS balance and performance security. In addition, party B shall undertake no obligations.

Article 9 Termination of contract

1 The contract is terminated for the following reasons:

1.1 The contract period becomes due.

1.2 The contract is terminated in advance through consensus.

1.3 Both parties terminate the contract pursuant to agreements of it.

1.4 Where both parties fail to perform obligations completely or partly which leads to serious

breach and still can’t perform within 30 days after interpellation, the observant party shall cancel or terminate the contract in written form and request default party to shoulder liability for breach of contract according to agreements of the contract.

2 The termination of the contract or early termination doesn’t influence rights and obligations under the contract before the date of termination or early one.

3 After the termination of the contract, party A shall stop selling party B’s products and shall not engage in business operation in the name of agents.

4 If it’s party B’s full responsibility to cancel the contract, party B shall return the actual amounts which party A purchases but not perform; under other circumstances, party A shall request party B to return nonperforming amounts. When party B returns fund to party A, tax payment can be deducted from refund amounts.

Article 10 Resolutions of disputes and others

1 If both parties dispute contents of contract or performance, they shall conduct friendly consultations; if they fail to reach, either party can submit the claim to arbitration to Beijing Arbitration Commission. The verdict is final and has binding effect to both parties.

2 The conclusion, performance, explanation, and resolutions of disputes shall be applicable to Chinese law.

3 Except that party B can transfer rights and obligations to the associative firms, either party without the other party’s written approval shall not transfer rights and obligations under the contract completely or partly.

4 When signing the contract, party A is requested to provide a copy of business license duplicate as duplicate appendix of the contract.

5 The annotation, appendix, supplementary agreements, confirmation constitute the contract, which are legally binding.

6 The contract shall be served in duplicate, each party holding one copy which comes into effect on the date of signing or sealing by authorized representatives of both parties. Both parties agree that after concluding the contract they can confirm not only by paper documents including letters and agreements such as order forms, monthly confirmation sheet of implementation by signature or seal but also by E-mail of the following email addresses :

Email address designated by party A: xugaowei@55tuan.com

Party B’s special email address to receive party A’s letters such as letters or agreements: lmobile-order @lmobile.cn

Special email address used by party B to send letters such as monthly confirmation sheet of implementation and agreements to party A: lmobile-order@lmobile.cn. Party A shall reply the confirmation sheet of implementation sent by party B through this email address to party A within 2 working days; if not, it’s believed that party A approves the data provided by party B.

(No text below this line)

Party A (seal): Beijing Wowo Tuan Information Technology Co., Ltd.	Party B (seal): Beijing Baifen Tonglian Information Technology Co., Ltd.
Seal: Special seal for contract of Beijing Wowo Tuan Information Technology Co., Ltd.	Seal: Special seal for contract of Beijing Baifen Tonglian Information Technology Co., Ltd.
Address:	Address: Fifth Floor, No.4 building, No.1, Yard, South Nongda Road, Haidian District, Beijing
Zip code:
Contact person:	Contact person: Liu Limei
Telephone:	Telephone: 186633233235, 010-62668887
Fax:	Fax:
E-Mail:	E-mail:
Authorized representative:	Authorized representative: Seal: Xu Maoyin
Signed on:   /   20	Signed on:    /   20

Appendix I Order form patterns

Beijing Baifen Tonglian Information Technology Co., Ltd.:

In accordance with the contract signed between your esteemed company and us, we decide to buy the following services:

product category	quantity	unit price	amount of money
1012813	19,800,000	0.055	1,089,000

Expense Total: 1,089,000 Yuan (in capital: one million eighty nine thousand only)

We commit to remit all service charges for the above to the following account specified by your esteemed company before March 10, 2011.

Company name: Beijing Baifen Tonglian Information Technology Co., Ltd.

(  ) Opening bank and account number: China Merchant Bank, Beijing Branch, Tsing-Hua Campus Sub-branch 8667 8068 9610 001

(  ) Opening bank and account number: ICBC Co., Ltd. Beijing Zhongguancun Sub-branch 0200095619200164805

(  ) Opening bank and account number: Guangdong Development Bank Beijing Shangdi Sub-branch 137281516010001043

(  ) Opening bank and account number: Bank of China Beijing Shangdi Xinxi Road Sub-branch 825723610808091001

Any other unaccomplished matter in this order shall be performed in accordance with the signed contract; this order will be issued by mail and take effect after the confirmation or execution of your esteemed company.

Beijing Wowo Tuan Information Technology Co., Ltd

Seal: Beijing Wowo Tuan Information Technology Co., Ltd

March 3, 2011

Appendix III:

Agent Target Tasks Undertakings

Commitment party: Beijing Wowo Tuan Information Technology Co., Ltd (hereinafter referred to as Party A)

Accept commitment party: Beijing Baifen Tonglian Information Technology Co., Ltd. (hereinafter referred to as Party B)

In duration of the Agency Service Contract, on condition that platform stability operations of party b, Party a promise to carry out some necessary market input and strong marketing expansion as well as sales promotion, it will fulfill the following target every month. (The rate of target completion will in accordance with the actually implemented line, instead of advance payment line):

Month	Level of delivery of this contract (million Yuan)	the number of developing customers in the same month
Q1(       year     month        year        month)
Q2(       year     month        year        month)
Q3(       year     month        year        month)
Q4(       year     month        year        month)
Total:

Commitment party: Beijing Wowo Tuan Information Technology Co., Ltd

Seal: Special seal for contract of Beijing Wowo Tuan Information Technology Co., Ltd.

Authorised representative:

Sign (seal):

Date:

Appendix V

Beijing Baifen Tonglian Information Technology Co., Ltd.

Agent Management System and Code of Conduct

In order to clear and definite the rights and obligations between Beijing Baifen Tonglian Information Technology Co., Ltd. (hereafter as “LMobile”)and its agents, regulate the selling practices of agents and cultivate good cooperative order, the company formulated the standard. LMobile and its agents, as well as among the agents, they should follow the principles of integrity, mutual benefit and fairness in the cooperation of the parties, and comply with this regulation.

5.Agent Class

c.LMobile shall have the right to determine the level and class of agents on the basis of their actual situation. All or different levels authorized by LMobile will bind by this regulation and will not develop the lower agent.

d.LMobile shall have the right to make different product price policy on the basis of their class, level and local market situation.

6.Agent code of conduct

e.The agent shall not compete with LMobile directly or indirectly, as well as make a profit from the competitors of LMobile. The agent shall not operate the product and service at the same time which similar to or have obvious conflict with LMobile. The corporation will be terminated as soon as found the above situation, the existing client shall be taken over by LMobile.

f.The agent shall not defame or dispraise the corporate goodwill of LMobile and other agents shall not publish comments which are harmful for the products and service of LMobile. The corporation will be terminated and the margin will be deducted.

g.All agents must strictly abide by the price policy made by LMobile and carry out the marketing promotion and sales in accordance with the agreements with LMobile without written permission from the party A, the agent shall not sale products below limit price, or will be deemed as dump their products at low prices.

h.The agent only carry out the sale and provision of service in authorized area, it shall not carry out the sale and provision of service across areas, otherwise LMobile shall have the right to terminate the single cooperation. If the effective customer which has signed with the agent will buy the product and service of LMobile just for the need of its management from the branch office, subsidiary, office or representative office out of the authorized area, subject to the written permission of party A.

7.Marketing regulation

c.Prohibitive norm

(a)It is strictly prohibited the deceptive, exaggerated marketing, once the customer complaint is verified, the agent will be punished by the lowest RMB1000 a time in accordance with the seriousness of the case.

(b)It is strictly prohibited the cross-selling which is ordered in system, if the irregularities are found, the agent will be punished by the lowest RMB 1, 000 a time. The written permission of LMobile is required if the agent want to set up branches in other cities, otherwise it will be deemed as the cross-selling.

(c)It is strictly prohibited to sell at the lower price, and the final user price shall not lower

than the public discount price by LMobile.

(d)The agent shall not change its agent level and declare false title to the customers arbitrarily in the website, mail, telephone or facsimile. Once found will be deemed as illegal and be punished with RMB1000.

(e)If agent breaches the above regulation accumulated more than three times in one year, LMobile shall have the right to lower the agent grade, disqualify the agent or terminate the agent contract unilaterally and deduct the margin in accordance with the violation circumstances.

d.Demandable norm

(a)The agent shall conclude and sign the production marketing and information publish contract in accordance with the model text provided by LMobile. If LMobile needs some information about the agent business related circumstances, the agent will have the obligation to truthfully provide relevant information and materials.

(b)Upon receiving the complaint about the product and service, the agent shall inform LMobile in good time and provide relevant information and materials in accordance with the requirement of LMobile.

(c)Upon receiving the written complaint about the agent and ask to replace the business agent by signed customers, LMobile shall have the right to offer follow-up services directly for them in accordance with the requirements of customers.

(d)If the situations arise, such as state of operation deteriorated, business reputation lost or other situations which will cause service capability lost or probably lost, LMobile shall have the right to terminate the agent contract unilaterally.

8.Supplementary Articles

e.LMobile shall restrain the behavior of the agent on the basis of this regulation.

f.LMobile shall have the right to formulate and promulgate different price policy and price discount policy for agent in accordance with the market situation.

g.If a agent breach the above regulation for many times, or LMobile has received the complaint for the agent from customers accumulated more than three times, LMobile shall have the right to ask the agent to correct actions. If the agent does not correct within a reasonable time, LMobile shall have the right to lower the agent grade, disqualify the agent or terminate the agent contract unilaterally. If LMobile sustained by any loss through the agent behavior, the agent shall compensate loss or damage. LMobile shall have the right to deduct the agent margin directly to compensate its loss or damage, if the margin is not enough to pay all the losses or damages; LMobile shall have the right to ask the agent to disburse separately.

h.This regulation will come into force and implement on December 1, 2009, LMobile shall have the right of final adjustment and interpretation.

Beijing Baifen Tonglian Information Technology Co., Ltd.

As an agent of LMobile, we agree to comply with the above requirements.

Agent (seal): Beijing Wowo Tuan Information Technology Co., Ltd

Seal: Special seal for contract of Beijing Wowo Tuan Information Technology Co., Ltd

Date:

Supplementary Agreement

Party A: Beijing Wowo Tuan Information Technology Co., Ltd.

Party B: Beijing Baifen Tonglian Information Technology Co., Ltd.

In accordance with the Agency Contract signed between Party A and Party B on the 14th day of March, 2011, (Hereafter refereed to The Contract) contract No. FHQT-048,  in order to identify the rights and obligations of both parties clearly, the two parties reach the following terms and conditions under equal consultation:

1.The validity of the Contract is one (1) year, effecting from the both signatures of the contract.

2.The supplementary agreement has the same legal effect with the Contract. Any conflict arising from The Contract and supplementary agreements would be subject to the supplementary agreement. The content not mentioned will be subject to the terms and conditions in The Contract.

3.The Supplementary Agreement in duplicate, each party holding one and sharing the same legal effect.

4.This Supplementary agreement will be in effect since signed and sealed by both parties.

Party A: Beijing Wowo Tuan Information Technology Co., Ltd.

Date: March 15, 2011

Party B: Beijing Baifen Tonglian Information Technology Co., Ltd.

Date: March 15, 2011

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, September 23, 2011 as to Note 1, 13 ,17 and 18, and November 11, 2011 as to Note 2, relating to the consolidated financial statements of Wowo Limited, and its subsidiaries and its variable interest entity as of December 31, 2009 (predecessor) and 2010 (successor) and for the years ended December 31, 2009 and 2010 (predecessor) and the financial statement schedule of Wowo Limited as of December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated October 25, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Shenyang 19Tuan for the period from June 12, 2010 (business commencement date) to December 30, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated October 25, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Jinan 0531Tuan for the period from August 6, 2010 (inception date) to December 30, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Shijiazhuang Chuanglian Technology Co., Ltd. as of and for the year ended December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Changzhou Bangketuan as of and for the year ended December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the

restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Wuxi Yuzhong Internet Technology Co., Ltd. as of December 31, 2009 and 2010 and for the period from June 3, 2009 (inception date) to December 31, 2009 and for the year ended December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Shenzhen Xunjie Times Media Co., Ltd. as of December 31, 2010 and for the period from May 5, 2010 (business commencement date) to December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Fuzhou Baiketuan as of and for the year ended December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Chengdu Beiguo Technology Co., Ltd. as of December 31, 2010 and for the period from August 20, 2010 (inception date) to December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Shanghai Yinqing Advertising Co., Ltd. as of December 31, 2009 and 2010 and for the

years ended December 31, 2009 and 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Beijing Kaiyishidai Network and Technology Co., Ltd. as of December 31, 2010 and for the period from September 27, 2010 (inception date) to December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Xiamen Shantuan as of December 31, 2010 and for the period from May 17, 2010 (inception date) to December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Changzhou Jingcaituan as of December 31, 2010 and for the period from August 2, 2010 (inception date) to December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Ningbo Tangtuan as of December 31, 2010 and for the period from June 13, 2010 (inception date) to December 31, 2010 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We consent to the use in this Registration Statement on Form F-1 of our report dated August 5, 2011, November 11, 2011 as to Note 2, relating to the financial statements of Langfang Wodetuan as of December 31, 2010 and for the period from October 18, 2010 (inception date) to December 31, 2010 (which report expresses an unqualified opinion

and includes an explanatory paragraph relating to the restatement for the presentation of revenues on a net basis and the reclassification of cost of revenues and operating expenses), appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Selected Consolidated Financial and Operating Data” and “Experts” in such Prospectus.

Deloitte Touche Tohmatsu CPA Ltd.

Beijing, the People’s Republic of China

November 22, 2011

EX-99.7

Exhibit 99.7

SIMPSON THACHER & BARTLETT LLP

AMERICAN LAWYERS

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE: (852) 2869-7694

DIRECT DIAL NUMBER	E-MAIL ADDRESS
(852) 2514-7650	CLIN@STBLAW.COM

August 8, 2011

CONFIDENTIAL

Securities and Exchange Commission

Division of Corporation Finance

Office of International Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Paul Dudek, Esq. – Chief

Re:Wowo Limited

Confidential Submission of Registration Statement on Form F-1

Dear Mr. Dudek:

On behalf of our client, Wowo Limited, a company organized under the laws of the Cayman Islands (the “Company”), we enclose herewith ten (10) copies of a draft Registration Statement on Form F-l (the “Registration Statement”), including certain exhibits thereto, relating to a proposed initial public offering of American depositary shares representing the Company’s ordinary shares. The Company’s American depositary shares are expected to be listed on the NASDAQ Global Market.

As permitted pursuant to the procedures of the Securities and Exchange Commission (the “Commission”) for foreign private issuers, the Registration Statement is being submitted to the staff of the Commission (the “Staff”) in a draft form and on a confidential basis.

Leiming Chen   Philip M.J. Culhane   Chris Lin   Patrick J. Naughton   Sinead O’Shea   Jin Hyuk Park   Youngjin Sohn   Kathryn King Sudol

Resident Partners

Admitted in New York

NEW YORK   BEIJING   LONDON   LOS ANGELES   PALO ALTO   WASHINGTON, D.C.TOKYO

SIMPSON THACHER & BARTLETT LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE
STATE OF NEW YORK. THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMITED TO THE EXTENT PROVIDED IN SUCH LAWS.
ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

On behalf of the Company, we hereby request confidential treatment of the Registration Statement that we are submitting herewith, and any supplemental information or correspondence relating thereto that is marked “Confidential Treatment Requested.”  This confidential treatment request is made under the Freedom of Information Act (the “FOIA”) pursuant to Title 17 C.F.R. §200.83.  It is our understanding that, pursuant to the FOIA regulations, (i) no determination as to the merits of our request for confidential treatment will be made at this time, and (ii) if the Staff receives a request for any of the information subject to the request for confidential treatment, we will be notified and provided with the opportunity to substantiate our request for confidential treatment.  Any questions relating to the request for confidential treatment, and all notices issued with respect thereto, should be directed to the undersigned at Simpson Thacher & Bartlett LLP.

Beijing Wowotuan Information Technology Co., Ltd. (“Beijing Wowo Tuan”), a consolidated affiliated entity of the Company, commenced its business operations in March 2010. Beijing Wowo Tuan was acquired by Mr. Maodong Xu, the Chief Executive Officer of the Company, and Ms. Fang Zhou, the wife of Mr. Maodong Xu, on December 31, 2010.   In January 2011, Ms. Fang Zhou transferred her shares in Beijing Wowo Tuan for no consideration to Mr. Tianqing Xu, the brother of Mr. Maodong Xu, who subsequently transferred such shares to Mr. Maodong Xu for no consideration. In the early stage of its business development, the Company pursued a strategy of growth through acquisition of local group buying service providers in selected Chinese cities. From December 31, 2010 to June 30, 2011, the Company and Beijing Wowo Tuan acquired controlling equity interests in 23  local group buying service providers, 12 of which the Company believes to be significant subsidiaries as such term is defined under Rules 1-02(w) of Regulation S-X.

The Company has presented in the draft Registration Statement (i) the audited consolidated financial statements for Beijing Wowo Tuan for the year ended December 31, 2009 (predecessor) and as of December 31, 2009 (predecessor) and for the year ended December 31, 2010 (predecessor) and as of December 31, 2010 (successor); (ii) the audited financial statements of the 12 businesses which were acquired by the Company in the period from December 31, 2010 to April 2011, as of and for the year ended December 31, 2010 for purposes of Rule 3-05 of Regulation S-X; and (iii) unaudited pro forma financial information of Beijing Wowo Tuan for the year ended December 31, 2010, which is presented in accordance with the relevant requirements under Article 11 of Regulation S-X to give effect primarily to the acquisitions. The Company also advises the Staff that it will present in the Registration Statement, in a subsequent submission, its consolidated financial statements and pro forma financial statements as of and for the interim period ended June 30, 2010 and 2011 or September 30, 2010 and 2011, depending on the timing of the Offering, to comply with Rule 3-12 and Rule 11-02 of Regulation S-X.

If it would facilitate the Staff’s review of the Registration Statement, we would be pleased to provide an electronic copy in PDF form.

*                              *                              *

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If you have any questions regarding the Registration Statement, please do not hesitate to contact me at +852 2514-7650, or my colleagues Daniel Fertig at +852 2514-7660 and Yu Wang at +86 10 5965 2979.

Questions pertaining to accounting and auditing matters should be directed to Yan Wang at +86 (10) 8520-7162 or Teresa Sit at +86 (10) 8520-7141 of Deloitte Touche Tohmatsu, an independent registered public accounting firm.

Very truly yours,

/s/ Chris Lin

Chris Lin

Enclosures

cc:	Maodong Xu, Chairman of the Board of Directors and Chief Executive Officer Daniel Mingdong Wu, Chief Financial Officer
	Wowo Limited
	James C. Lin, Esq.
	Davis Polk & Wardwell LLP
	Yan Wang
	Deloitte Touche Tohmatsu CPA Ltd.

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SIMPSON THACHER & BARTLETT LLP

AMERICAN LAWYERS
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

DIRECT DIAL NUMBER	E-MAIL ADDRESS
(852) 2514-7650	clin@stblaw.com

September 23, 2011

CONFIDENTIAL

Amanda Ravitz

Tom Jones

Mary Beth Breslin

Eric Atallah

Kevin Vaughn

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:Wowo Limited

Confidential Draft Registration Statement on Form F-1 Submitted on August 10, 2011

Dear Ms. Ravitz, Mr. Jones, Ms. Breslin, Mr. Atallah and Mr. Vaughn:

On behalf of our client, Wowo Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), we enclose ten (10) copies of the Company’s revised draft registration statement on Form F-1 (the “Revised Registration Statement”) for review by the Securities and Exchange Commission (the “Commission”) on a confidential basis. The Revised Registration Statement has been marked to show changes to the initial draft registration statement confidentially submitted to the Commission on August 10, 2011. On behalf of the Company, we wish to thank you and the other members of the staff of the Commission (the “Staff”) for your prompt response to the Company’s request for comments.

Leiming Chen   Philip M.J. Culhane   Chris Lin   Sinead O’Shea   Jin Hyuk Park   Youngjin Sohn   Kathryn King Sudol
Resident Partners
Admitted in New York

NEW YORK   BEIJING   LOS ANGELES   LONDON   PALO ALTO   SÃO PAULO   TOKYO   WASHINGTON, D.C.

SIMPSON THACHER & BARTLETT LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THESTATE OF NEW YORK. THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMITED TO THE EXTENT PROVIDED IN SUCH LAWS.
ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

The Company has responded to all of the Staff’s comments by revising the initial draft Registration Statement to comply with the comments, providing an explanation if the Company has not so revised the initial draft Registration Statement, or providing supplemental information as requested. In addition to the amendments made in response to the Staff’s comments, the Company has also revised the initial draft Registration Statement to reflect developments since the time of the initial confidential submission. The Company has also included the unaudited consolidated financial statements for six months ended June 30, 2010 (predecessor) and June 30, 2011 (successor) in the Revised Registration Statement.

Set forth below are the Company’s responses to the comments contained in the letter dated September 6, 2011 from the Staff. The comments are retyped in italicized bolded type below for your ease of reference and are followed by a summary of the responsive actions taken. We have included page numbers to refer to the location of the Revised Registration Statement where the disclosure addressing a particular comment appears.

Overview, page 1

1.Please revise here and in your Business section to clarify the development status of the products and services mentioned in the last two paragraphs on page 1, and to the extent you have not yet earned revenue from these products, please revise to clearly state as such, In this regard, we note your disclosure on page 17 that you were planning to launch Wowo Platform in August 2011, that you are currently in the process of installing your guest electronic management system (GEM) at selected merchant clients’ sites, and that you will explore ways to monetize GEM “once the installation reaches a critical mass.”

The Company has revised the referenced disclosure on pages 1, 2, 97 and 98 in response to the Staff’s comment.

2.We note your presentation on page 2 of your net revenues for the period ended December 31, 2010. Please revise to disclose your net loss for the period.

The Company has added the referenced disclosure on pages 2, 62 and 98 in response to the Staff’s comment.

3.Please provide us with independent, objective support the description of your company as a “leading” provider of local social e-commerce services in China here and throughout your document, and clarify what you mean by “pure group buying service providers.”

Provide similar support for your statement on page 2 that you acquired 23 “leading” local group buying service providers since December 31, 2010 and that you have established a “well-known brand name.” Finally, please revise the document to disclose the bases for these determinations.

The Company has added disclosure of the latest issue of an independent third-party report by www.tuan800.com, or the Tuan800 Report, on pages 1, 61, 97, 98 and 106 in response to the Staff’s comment on the Company’s status as a leading group buying service provider.

The Company has removed references to “pure group buying service providers” and “leading” local group buying service providers in response to the Staff’s comment.

The Company has revised the referenced disclosure on recognition of the Company’s brand on page 2 and 98 in response to the Staff’s comment.

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4.Please provide us with copies of the sources of all third-party data included in the prospectus. Please mark the materials so that they are keyed to the disclosure. Also tell us how you confirmed the data reflects the most recent available information, whether the data is publicly available, whether you paid for the compilation of the data, whether the data was prepared for use in the registration statement, and whether the authors of the data consented to your use of it in the registration statement. If you were affiliated with the preparation of the data, please ensure that your disclosure clearly indicates the nature of all such affiliations.

In response to the Staff’s comment, the Company has provided in Annex A hereto marked copies of the sources of all third-party data included in the Revised Registration Statement, which cross-reference each statement with the underlying factual support provided. Since some of the third-party materials are in Chinese, the Company has prepared English translation of the applicable portions of the third-party materials to facilitate the Staff’s review.

The Company confirms that the latest issue of the Tuan800 Report reflects the most recent available information for August 2011, as disclosed in the Revised Registration Statements. The Tuan800 Report was independently prepared and is publicly available on the website www.tuan800.com. The data from the National Bureau of Statistics of China is also publicly available on the official website of the National Bureau of Statistics of China at www.stats.gov.cn. The Company will file consents of Analysis International, an independent third party consultant commissioned by us that prepared the Analysys Report (as defined in the Revised Registration Statement) in the subsequent filing.

Our Competitive Advantages, page 2

5.We note your summary contains a lengthy description of your market, competitive advantages and strategy, and that identical disclosure appears later in your prospectus. This detailed information is better suited for the body of the prospectus. Please revise. Further, given your limited operating history, please tell us why you believe the extensive discussion of your competitive advantages pages 2 - 4 is appropriate. For

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example, we note you cite your GEM as a competitive advantage when you indicate on page 17 that you are currently in the process of installing the system at your clients’ sites. We also note the significant challenges mentioned in the bullet points on page 5 and the factors affecting your results of operations discussed on page 60.

The Company has revised the referenced disclosure on competitive strengths and strategies on page 3 to remove the extensive discussion from the summary section.

The Company further respectfully submits to the Staff that the Company believes that although it has limited operating history, it has established itself as a leading group buying service provider in China and has unique competitive advantages for the following reasons: First, the group buying industry in China has a limited history, as the first group buying deal was offered in China in March 2010. However, the group buying industry in China has experienced exponential growth and attracted numerous participants since its inception, during which period the Company has emerged as a market leader. According to the Tuan800 Report, the Company was the leading group service provider in China in August 2011, in terms of transaction amount of both total group buying coupons and group buying coupons for local services that were sold on 55tuan.com. Second, to the Company’s best knowledge, it is the only group buying service provider in China that implements a guest electronic management system which the Company believes provides it a unique competitive advantage, both in terms of building strategic relationships with local merchant clients and enhancing subscriber experiences based on results and feedbacks the Company received on the early stage of operation of GEM. The Company has deployed 1,977 GEMs by the end of August 2011 and is continuing to expand the GEM coverage.

Operating Data, page 11

6.Here and elsewhere in your document, as appropriate, where you provide the total number of featured deals and Wowo Coupons sold, revise to balance your disclosure by also presenting related expenses or otherwise providing metrics that reflect the profitability of the Wowo Coupon deals to you, such as average gross profit earned per Wowo Coupon sold. Also, given your disclosure on page 59 that the number of subscribers does not take into consideration the activity level of the subscriber, please tell us why you do not also quantify the number of active subscribers. Finally, please separately quantify the number of coupons sold and the number that are claimed for refund.

The Company respectfully submits to the Staff that the profit for each Wowo Coupon sold is the portion of the revenues the Company retained after paying agreed-upon fees to the featured merchant client. The Company has been offering a wide variety of group buying deals and the profit for each Wowo Coupon, which is individually negotiated on a per deal basis, varies significantly. As a result, the Company does not believe that

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average gross profit earned per Wowo Coupon sold, if calculated by dividing gross profit with total number of Wowo Coupons sold in a given period, would be a meaningful operating metric. The Company has added disclosure on gross margins on page 65 in response to the Staff’s comment.

The Company has added the relevant disclosure on active subscribers on pages 5, 10, 60, 62 and 63 in response to the Staff’s comment.

The Company has revised the referenced disclosure to quantify the number of Wowo Coupons sold that were not claimed for refund on pages 10, 60, and 63 in response to the Staff’s comment. The Company respectfully submits to the Staff that the number of Wowo Coupons that are claimed for refund is insignificant compared with the total number of Wowo Coupons sold in any given period, and the Company does not believe it to be a meaningful operating metric. For example, for the month ended June 30, 2011, 33,500 Wowo Coupons were claimed for refund, representing only 1.7% of the 1.97 million total Wowo Coupons sold in that month.

Risk Factors, page 12

7.We note that you have applied for listing on the NASDAQ Global Market. If you intend to rely on exchange rules that permit foreign private issuers to follow their home country requirements to some extent concerning corporate governance issues, then provide a risk factor that discloses this reliance and describes the corporate governance matters affected.

The Company has added the referenced risk factor on page 44 in response to the Staff’s comment.

8.Please add a risk factor to highlight, if applicable, that your existing shareholders may have substantial control over you after this offering.

The Company has added the referenced risk factor on page 44 in response to the Staff’s comment.

We may be required to acquire the remaining equity interest, page 16

9.We note your disclosure that since December 31, 2010 you entered into agreements with 23 local group buying service providers to jointly establish new companies in which Beijing Wowo Tuan holds controlling equity interests or to acquire the local businesses. We further note that some of the agreements contain a provision which allows the original shareholders to request that you acquire the remaining interests in the acquired business at a price based on pre-determined formulas. Please expand the appropriate section of your document to discuss the material terms of these

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agreements, and file them as exhibits or explain why you do not believe you are required to file them.

The Company respectfully submits to the Staff that the Company has renegotiated the acquisition agreements with relevant parties or has acquired all outstanding equity interests from the original shareholders and, as of August 31, 2011, no acquisition agreement contains any provision which allows the original shareholders to request the Company to acquire the remaining interests in the acquired business.

We rely on third parties payment processing service providers, page 20

10.Please clarify whether you have a written agreement with Alipay and, if so, file it as an exhibit to the registration statement. Also, please expand the appropriate section to discuss the material terms of your arrangement with Alipay.

The Company respectfully submits to the Staff that the English translation of the form agreement between Beijing Wowo Tuan and Alipay is filed as Exhibit 10.21 to the Revised Registration Statement and it has expanded discussions on the material terms of the agreement with Alipay on page 19.

Any failure by our consolidated affiliated entities, page 26

11.We note your references here and elsewhere to being advised by Commerce & Finance Law Offices, your PRC counsel. If you are relying on an opinion, please file it and include consent from counsel. Please ensure that it discusses whether the corporate structure you describe and your contractual relationships with PRC entities are sufficient to satisfy PRC regulatory requirements for foreign-owned public companies. Please also ensure that is makes clear whether the 2011 transactions disclosed on page 53 require approval. If you are not relying on an opinion, please ensure that you file a consent and revise your disclosure to discuss the basis for your reliance on the advice you have received.

The Company respectfully submits to the Staff that for the referenced disclosure the Company is relying on the legal opinion of its PRC counsel, a draft of which is filed as Exhibit 99.2 to the Revised Registration Statement.

Under the PRC enterprise income tax law, we may be classified, page 33

12.Here or elsewhere, for example, under “People’s Republic of China Taxation,” please make clear the “certain specific criteria” included in Circular 82 and provide an assessment of how the criteria would or would not apply to your business.

The Company has revised the referenced disclosure on page 32 in response to the Staff’s comment.

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Risks Relating to our ADSs and This Offering. page 37

13.Please include a risk factor that discloses the risks and consequences to investors should you amend or terminate the deposit agreement without their consent, as you disclose on page 8.

The Company has added the referenced risk factor on page 45 in response to the Staff’s comment.

Use of Proceeds. page 46

14.Please provide more specific and quantified information regarding your intended use of the offering proceeds.

The Company has revised the referenced disclosure on pages 7 and 47 in response to the Staff’s comment.

Dilution, page 49

15.It appears that certain information to be included in this section is available based on the financial statements included in the filing, including your net tangible book value as of December 31, 2010. Please revise the filing to include any information that can currently be calculated.

The Company has added the referenced disclosure on page 50 in response to the Staff’s comment.

16.Please revise to disclose how the data in the table on page 50 and the following paragraph would change assuming the exercise of all options mentioned in the paragraph preceding the table.

The Company has added the referenced disclosure on page 51 in response to the Staff’s comment.

Enforceability of Civil Liabilities. page 51

17.Please revise your discussion as follows:

·Discuss all material jurisdictions as necessary, for example, Hong Kong or the British Virgin Islands. See Item 101(g) of Regulation S-K;

·Clarify your reference to the Cayman Islands having an “effective” judicial system;

·State whether there are treaties that may be relied upon between the PRC and the Cayman Islands; and

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·Make clear whether or how shareholders may originate a cause of action in the PRC.

The Company has revised the referenced disclosures on pages 52 and 53 in response to the Staff’s comments. The Company further confirms that it has discussed all material jurisdictions in this section in accordance with requirements under Rule 101(g) of Regulation S-K.

Management’s Discussion and Analysis of Financial Condition and Results... page 58

Critical Accounting Policies. page 62

— Revenue Recognition, page 62

18.We note from your disclosures on page 2 that you offer a “completely open return policy for unused Wowo Coupons.” We also note your disclosures on page 65 regarding a significant deficiency in your internal control over financial reporting regarding insufficient capacity of your system to track sales return information. Finally, we note your disclosure on page 16 that starting from January 2011, you set aside 3% of the purchase price for refund purposes for each group buying deal. Please address the following:

·Revise your disclosures here and in your revenue recognition disclosures on page F-11 to more clearly describe how you account for the refund rights you offer to your customers. Explain how you determine the amount to accrue for the right of return and refund. Separately discuss your policies prior to January 2011 and subsequent to January 2011.

·In light of the significant deficiency noted regarding your ability to track sales return information, explain to us in greater detail why you believe you are able to reasonably estimate returns at the time of revenue recognition. Specifically explain to us how you analyzed the factors listed in FASB ASC 605- 15- 25- 3 in determining that you are able to make a reasonable estimate of returns.

·Regarding the period beginning in January 2011, explain to us how you concluded that 3% of sales represented an appropriate accrual rate for refunds.

·Revise your disclosures here to more clearly describe the impact of the significant estimates for refunds on your statement of operations and your financial condition. Explain specifically why the estimates bear the risk of change. Analyze, to the extent material, such factors as how you arrived at the estimate, how accurate the estimate has been in the past, how much the estimate has changed in the past and whether the

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estimate is reasonably likely to change in the future. Refer to SEC Release 33-8350.

The Company has revised the referenced disclosure on its accounting policies for the refund rights on pages 64, F-17 and F-53.

For the period prior to January 2011, Wowo Group Limited, its subsidiaries and its variable interest entity (“VIE”) (collectively, the “Group”) generally did not allow a subscriber to claim refund unless the subscriber found any defects or damages on goods or mistakes in services after redemption of Wowo Coupon. The management of the Group believes such refund were minimal. The Group recognizes revenue when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria generally are met when (i) the number of participating subscribers reaches the minimum requirement as previously agreed upon with the merchants; (ii) the participating subscribers have made their payments to the Group; and (iii) the Group has released the electronic coupons for the agreed discounted prices to the participating subscribers. The actual amount of refund due to claims of defects or damages on goods or mistakes in services in relation to coupons sold in 2010 was US$58,803 and was recorded in the statement of operations since the actual amount of refund was known as of the date of the Company’s financial statement was issued. As a result, no management estimation for return and refund was deemed necessary during that period.

To enhance the subscriber experience and service quality, starting from January 2011, the Company offer subscribers refunds on Wowo coupons they have purchased, if a subscriber is not satisfied with the goods or services after redemption, or if a subscriber has not redeemed a Wowo Coupon upon its expiration.

Based on our experience for the six months ended June 30, 2011, generally, a Wowo Coupon can be returned and claimed for refund when such Wowo Coupon is not redeemed upon the expiration of redemption period or if the subscriber is not satisfied with the goods or services upon redemption of such Wowo Coupon.

·For Wowo Coupons that were not redeemed upon the expiration of redemption period, based on the Company’s policy starting in January 2011, subscribers may seek refund within 20 days after expiration of redemption period of Wowo Coupons. The typical redemption period of Wowo Coupons is one to three months. The management analyzes subscribers’ redemption pattern monthly. Based on the analysis, the amount of refund attributable to unredeemed coupon was $7,608,386 as of June 30, 2011.

·A subscriber needs to call the Company’s customer service center right away at the local merchant’s site when such subscriber wants to claim refund due to

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dissatisfaction with services, or within 72 hours due to quality issues for goods. The Company’s customer representative will resolve the dispute and provide refund if necessary. For the six months ended June 30, 2011, the actual claims for refund in this scenario has already been accounted for in the interim financial statements as the claim period is relative short, normally after 24 to 72 hours after the redemption of the coupons.

Due to the short operating history of the Group and the lack of sufficient historical data in the group buying industry, the Group defers revenue recognition for all unredeemed coupons sold at each reporting period ended after January 2011.

The payments from the subscribers who do not redeem the purchased coupons at the end of the reporting period are initially recorded as deferred revenue. Subsequently, the revenues are recognized when Wowo Coupons are redeemed with the local merchants.

Historically, when the business was still in an early stage of development, the Company used a manual system to track sales return which was the cause for the significant deficiency. However, it was able to track the sales return manually as it kept a log of the return data within the finance department and the Company designated no less than 10 people from finance team to manually keep track and process the return and refund. As the Company’s business has expanded significantly in 2011, the Company has put great effort in developing new features in the group buying management (“GBM”) system, including the Online Sales Return System. Even though the system is currently under upgrade, the Company believes it will address the deficiency.

Due to all the afore mentioned factors and accounting policy applied during the six months ended June 30, 2011, the management estimates that the amount of potential refund to be claimed for Wowo Coupons already redeemed is small and does not have significant impact on the Company’s statement of operations and financial condition. The Company will keep this position under review to determine when it has accumulated sufficient historical experience to be able to reasonably estimate returns at the time of revenue recognition.

— Goodwill and Long-Lived intangible Assets with definite life, page 63

19.Please reconcile your disclosure here that you use the income method to determine the fair value of assets acquired with your disclosure in Note 11 on page F-24, which states that you use multiple methods, including “cost,” “income approach — excess earnings” and “with & without”.

The Company has revised the referenced disclosures on pages 67 and F-25 in response to the Staff’s comment.

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20.Further to the above, revise your disclosures here to provide greater insight into the quality and variability of information regarding your financial condition and operating performance arising from the significant estimates and judgments discussed here. Provide greater discussion regarding the significant estimates and judgments involved in determining the fair values and useful lives discussed here. Provide an analysis of the significant estimates’ specific sensitivity to change based on other outcomes that are reasonably likely to occur and would have a material effect. Refer to Release 33-8350.

The Company has revised the referenced disclosures of pages 68 and 69 by adding more detailed descriptions in response to the Staff’s comment.

Internal Control over Financial Reporting, page 65

21.We note your disclosures here regarding certain material weaknesses and significant deficiencies you have identified in your internal control over financial reporting. Please revise your disclosures to explain how the identified material weaknesses impacted your preparation of the financial statements. Describe any mitigating measures or compensating controls you have implemented to compensate for the material weaknesses. Explain how you were able to gain comfort that the financial statements were prepared in accordance with US GAAP and reflected all necessary adjustments and disclosures.

The Company respectfully submits to the Staff that during the course of the audit of the financial statements of Beijing Wowo Tuan for the year ended December 31, 2010, the Company concluded that there were material weaknesses over its internal controls over financial reporting. The impact of these identified material weaknesses will affect the Company’s ability to accurately and timely report its financial results in accordance with US GAAP and to prevent or detect material misstatements of the Company’s annual or interim financial statements on a timely basis. The Company has added disclosure on page 74 to explain how the identified material weaknesses impacted the preparation of financial statements.

To compensate for these identified material weaknesses and to ensure that the financial statements were prepared in accordance with US GAAP and reflected all necessary adjustments and disclosures, the Company has taken the following mitigating measures as well as compensating controls during the course of preparing its interim financial statements:

1.The Chief Financial Officer of the Company (the “CFO”), Daniel Wu, who has extensive experience in preparing and reviewing financial statements prepared in accordance with US GAAP (see response to comment 22 below for details of his related experience), is responsible for the final review of the financial statements as well as ensuring all necessary adjustments and disclosures were reflected.

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2.The Company hired and will continue to hire U.S. GAAP experienced personnel and will set up the U.S. GAAP reporting team by the end of 2011 to strengthen the Company’s resources for preparing the financial statements under US GAAP (see response to comment 22 below for details of experiences of the newly hired personnel).

3.The Company’s accounting and financial team prepares accounting entries for the transactions for which they are responsible. The Company’s finance controller will review the journals and conduct quality control reviews of the appropriateness of the accounting treatments.

4.The CFO and the financial controller attend the Company’s management meetings (generally held weekly and presided over by the Company’s CEO and attended by its senior management team) in order to keep up to date with the Company’s business and proposed transactions, and to share their views on how new contracts and transactions should be treated under U.S. GAAP and how will they affect the financial performance of the Company before such contracts and transactions are executed. When the financial controller or deputy financial controllers become aware of any contracts or transaction that could require complicated or debatable accounting treatments under U.S. GAAP, they will research and discuss the matter with the CFO.

5.The Company has hired internal auditing senior manager (“IA manager”) to draft the significant accounting policies in 2011 with the assistance from the controller, which is reviewed by the financial controller and the CFO. Prior to joining the Company, the IA manager worked at Ernst &Young to assist his clients in their internal control matters between 2007 and 2010 and at KPMG as an auditor between 2004 and 2007. The accounting policies, practices and procedures in accordance with U.S. GAAP, and its internal guidance will set out the application of these accounting policies on day-to-day business transactions and will include revenue recognition, consolidation of the Company’s VIE and the VIE’s subsidiaries, net income/loss per share, asset impairment and share-based compensation.

6.The Company adopted an accounting manual and risk assessment documents based on the requirement of SOX-404 in 2011.

With the above mitigating measures and compensating controls implemented in 2011, the Company believes that the controls it maintains, the resources it possesses and the knowledge of its financial reporting and reviewing team (described further in the response to the following comment) help to ensure that its annual or interim financial statements were prepared in accordance with US GAAP and reflected all necessary adjustments and disclosures. The Company has added disclosures on page 74 to describe in summary form the step taken to mitigate these weaknesses.

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22.We note that in 2011 you have hired a financial controller and a vice financial controller. Please expand the disclosures here to clarify the material weaknesses that these actions are intended to address. To the extent these actions were taken to mitigate the material weakness regarding a lack of accounting personnel with appropriate knowledge of U.S. GAAP, please provide us with additional information regarding these individuals’ experience with U.S. GAAP. Specifically, without identifying people by name, for each person tell us:

·what relevant education and ongoing training he or she has had relating to U.S. GAAP;

·whether he or she holds and maintains any professional designations such as Certified Public Accountant (US) or Certified Management Accountant; and

·about his or her professional experience, including experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP.

The Company has expanded the disclosures on page 74 to clarify that the Company will be able to strengthen its U.S. GAAP resources by hiring a financial controller and a vice financial controller in 2011 to mitigate the material weakness regarding a lack of accounting personnel with appropriate knowledge of U.S. GAAP.

The Company respectfully submits to the Staff that the persons primarily responsible for preparing and supervising the preparation of the Company’s U.S. GAAP financial statements are its CFO, financial controller, and deputy financial controllers.

The primary roles of the Company’s CFO are to oversee the accounting and financial function of the Company, conduct final reviews of the Company’s U.S. GAAP financial statements, and take ultimate responsibility for financial reporting to ensure the Company’s compliance with U.S. GAAP.

The primary roles of the Company’s financial controller are to assist the CFO on accounting and financial reporting matters, to lead the Company’s financial team in preparing financial statements in accordance with U.S. GAAP and to review financial statements prepared in accordance with U.S. GAAP.

The primary roles of the Company’s deputy finance controllers are to conduct research on new accounting issues arising under U.S. GAAP, monitor whether any newly issued accounting standards applied to the Company, and prepare the Company’s consolidated financial statements in accordance with U.S.

The Company further respectfully submits to the Staff that the U.S. GAAP related experiences of its accounting personnel are as follow:

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Daniel Mingdong Wu, CFO. Daniel Wu was the CFO of Focus Media Holding Ltd., a public company listed on NASDAQ (FMCN), between 2005 and 2009. As the CFO of FMCN, he led the company’s financial reporting, listing, mergers and acquisitions, and subsequent capital market financing activities. During the IPO process of FMCN, he participated in the Form F-1 drafting, reviewed all submitted financial and operation information and responded to the SEC comments. He has also been serving as the Chairman of the Audit Committee for VanceInfo Technologies Inc., a public company listed on NYSE (VIT), since 2007. As the Chairman of the Audit Committee, he attends the quarterly audit committee meetings and reviews the quarterly release of financials of VIT and annual financial reports on Form 20-F. He also attends in the quarterly U.S. GAAP training provided by Deloitte Touche Tohmatsu. Daniel Wu received a MBA degree from Columbia University Business School in 1996 and a bachelor’s degree in Business from State University of New York at Buffalo in 1988.

Yinnan Zhao, financial controller. Ms. Zhao has over 10-years experience in the accounting and financing industry. Prior to joining the Company, Ms. Zhao served as the acting CFO of China Solar, a U.S listed company in OTCBB for over a year. As the acting CFO, she reviewed the quarterly reports on Form 10-Q and Form 8-K and annual financial reports on Form 10-K. From January 2008 to May 2009, Ms. Zhao served as the finance controller of Hinge Software Co., Ltd. Prior to that, she was an audit manager in the Beijing office of Deloitte Touche Tohmatsu and mainly participated in the engagement in valuations, audits, due diligence assignments and agreed upon procedure projects. Some of her representative clients were engaged in manufacturing, food, distribution and high-technology industry. Ms. Zhao received a bachelor’s degree from Liaoning Institute of Technology in 1997. Ms. Zhao has been a Chinese Certified Public Accountant, a Chinese Certified Public Valuator and a Chinese Certified Tax Accountant for more than ten years.

Xu Li, deputy financial controller. Ms. Li has served as deputy finance controller of the Company since June 15, 2011. Ms. Li has over eight-years experience specializing in U.S. GAAP auditing in the Beijing office of PricewaterhouseCoopers (PWC). Prior to joining the Company, Ms. Li was a senior audit manager mainly responsible for U.S. GAAP IPO and annual audit engagements, such as Netqin Mobile Inc. (NYSE:NQ) (U.S. IPO engagement), Sohu Inc. (NASDAQ: SOHU) (quarterly review and annual audit engagement) and Changyou.com Ltd. (NASDAQ: CYOU) (quarterly review and annual audit engagement). As a senior audit manager mainly engaged in the U.S. GAAP projects, Ms. Li was accredited for U.S. GAAP financial audit annually before she joined the Company. Ms. Li took over 60 hours U.S. GAAP, PRC GAAP and Tax training per year with PWC. Ms. Li received a bachelor’s degree from Central University of Finance and Economics in 2000. Ms. Li has been a Chinese Certified Public Accountant since 2002.

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Zhi Qu, deputy financial controller. Mr. Qu has served as the tax director and deputy finance controller of the Company since August 11, 2011. Mr. Qu has over 10 years of experience in taxation and financing industry. Prior to joining the Company, Mr. Qu was the tax manager of China Resources Land Limited, a public company listed in Hong Kong. Mr. Qu was a tax manager in the Beijing office of Deloitte Touche Tohmatsu from January 2007 to June 2009, during which he provided tax consulting services on tax planning, M&A and IPO for U.S listed companies such as Ninetowns Internet Technology Group Company Limited (NASDAQ: NINE), Perfect World Co., Ltd. (NASDAQ: PWRD), and Blackstone Group (NYSE: BX). Mr. Qu received a master’s degree from Northeastern University of Finance and Economics and a Bachelor’s degree from Harbin University of Science and Technology. Mr. Qu has been a Chinese Certified Public Accountant for more than 17 years.

Results of Operations, page 66

Year ended December 31, 2010 compared to year ended December 31, 2009, page 67

Net revenues, page 67

23.Please expand your disclosures here to explain what you mean by your disclosure that “substantially all” of the net revenues in 2010 were attributable to the sales of Wowo Coupons.

The Company has revised the referenced disclosure on pages 14, 64, and 67 in response to the Staff’s comment.

Acquisitions. page 67

24.We note from your table on page 68 that you made 18 acquisitions since December 31, 2010. Please explain to us why you have not provided financial statements under Rule 3-05 of Regulation S-X for all of the businesses acquired.

The Company respectfully submits to the Staff that the Company performed the tests specified in Rule 3-05 of Regulation S-X (“Rule 3-05”) to identify the financial statement requirements of each acquisition. Pursuant to Rule 3-05, a registrant must perform the following three tests to determine whether a subsidiary is a significant subsidiary within the meaning of Rule 1-02(W): the investment test, the asset test and the income test.

The highest significance level resulted from these tests is used to determine the financial statement of the acquired entity is required to be presented under Rule 3-05.

The most recent pre-acquisition annual financial statements of an acquired entity are compared with the acquirer’s pre-acquisition consolidated financial statement as of and for its most recently completed audited fiscal year. For the two acquirees acquired in

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2010, namely Shenyang 19tuan and Jinan0531, there are no pre-acquisition annual financial statements. Shenyang 19tuan’s online group buying business commenced in June 2010, and Jinan 0531tuan commenced its business in August 2010. As a result, only investment test would apply for these acquisitions and the result of this test for both acquisitions are significant (please see the table below for results of the significant tests). However, no separate pre-acquisition annual financial statements of Shenyang 19tuan and Jinan0531tuan was included as neither businesses commenced its business until the third quarter of 2010.

For the acquisitions made in 2011, the Company used the predecessor results (old accounting basis) as the basis for the income test to measure the significance of acquired companies, as the predecessor results represent essentially the full year results of operations for 2010. For the asset tests and investment tests, the Company uses the successor’s total assets as of December 31, 2010 (new accounting basis), i.e. the latest audited balance sheet included in the Draft Registration Statement, as the basis for the measurement of significance. The significant test measurement basis amount is as below.

The afore mentioned determination basis was communicated and discussed between the Company’s auditor, Deloitte Touche Tohmatsu CPA Ltd, Beijing Branch and Mr. Craig Olinger, Deputy Chief Accountant, Division of Corporation Finance, through teleconference on July 15, 2011. The 2009 and 2010 financial information, including total assets, income/loss of the acquirees that are used for the significance test, are set out in the table below:

Name of acquired /probable acquisitions	Total assets (in USD)	Consideration (in USD)	Income (Loss) (in USD)		Assets Test (%)		Investment Test (%)		Income Test ( %)		Conclusion for Rule 3-05
Shenyang 19tuan	n/a	303,030	n/a		n/a		5986	%	n/a		Y
Jinan 0531tuan	n/a	151,515	n/a		n/a		2893	%	n/a		Y
Shijiazhuang Letuaner	526,844	75,758	(5,289	)	15	%	2	%	32	%	Y
Changzhou Bangketuan	5,812	75,758	5,043		0	%	2	%	30	%	Y
Changsha Tuankela	373,385	374,242	1,948		6	%	11	%	6	%	N
Wuxi Yuzhong	438,061	757,576	(98,677	)	13	%	22	%	591	%	Y
Shenzhen Xunjie	271,889	454,545	(7,709	)	8	%	13	%	46	%	Y
Fuzhou Baiketuan	7,535	45,455	4,772		0	%	1	%	29	%	Y

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Chengdu Beiguo	329,502	469,697	88,916		10	%	14	%	532	%	Y
Shanghai Yinqing	781,221	403,030	(296,513	)	23	%	12	%	1,775	%	Y
Shaoxing Tongcheng	2,815	75,758	2,748		0	%	2	%	16	%	N
Quanzhou Yiwantuan	3,864	151,515	2,113		0	%	4	%	13	%	N
Jilin Meimeituan	3,920	151,515	2,304		0	%	4	%	14	%	N
Baoding Dulituan	Note1	Note1	Note1		Note1		Note1		Note1		N
Guiyang Shantuan	1,838	0 (Note2)	1,794		0	%	Note2		0	%	N
Langfang Wodetuan	4,926	75,758	34,725		0	%	2	%	208	%	Y
Xiamen Shantuan	13,536	303,030	(30,732	)	0	%	9	%	184	%	Y
Ningbo Tangtuan	11,314	303,030	(39,245	)	0	%	9	%	235	%	Y
Shijiazhuang Jutuaner	14,924	121,212	(222	)	0	%	4	%	1	%	N
Hangzhou 54Tuanzhang	17,946	303,030	(1,529	)	1	%	9	%	9	%	N
Hangzhou Zuituan	2,664	80,303	(1,036	)	0	%	0	%	0	%	N
Changzhou Jingcaituan	262,327	818,182	28,994		8	%	24	%	174	%	Y
Guiling Haoletuan	6,716	44,318	1,872		0	%	1	%	11	%	N
Beijing Kaiyishidai	124,856	909,091	5,953		4	%	26	%	36	%	Y

Note1- Baoding Dulituan was set up as subsidiary with Beijing Wowo Tuan contributed cash.

Note2- Beijing Wowo Tuan did not pay any cash or consider to acquire Guiyang Shantuan and as a result the consideration amount is zero.

Liquidity and Capital Resources, page 69

25.We note the disclosure in the second paragraph of this section regarding your belief that your current cash balance, anticipated cash flow from operations, and the net proceeds of this offering will be sufficient to meet liquidity needs for at least the next

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twelve months. Please expand your disclosure to discuss your liquidity on a long-term basis as well. In this regard, please discuss the impact on your liquidity of the provisions in your agreements with the businesses you acquired that may require you to acquire the remaining interests of the original shareholders.

The Company has revised the referenced disclosure on page 79 in response to the Staff’s comment.

Contractual Obligations and Commercial Commitments, page 70

26.Please revise this disclosure to provide all of the information required by Item 5.F of Form 20-F in the format set forth therein.

The Company respectfully submits to the Staff that the Company does not have any other known contractual obligations besides the contractual obligations disclosed on page 81.

Unaudited Pro Forma Condensed Consolidated Financial Data, page 75

27.Please explain to us what consideration you have given to reflecting the acquisitions of Shenyang 19tuan and Jinan 0531tuan in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2010. Explain to us why you ultimately concluded that such information is not required in the pro forma statement of operations.

The Company respectfully submits to the Staff that Rule 11-01(c) provided that the “pro forma effects of a business combination need not be presented pursuant to this section if separate financial statement of the acquireee are not included in the filing”. As the Company believes separate financial statements of Shenyang 19tuan and Jinan 0531tuan are not required to be included in the registration statement as indicated in response to comment 24, the Company concludes that such information in relation to the acquisitions of Shenyang 19tuan and Jinan 0531tuan is not required in the pro forma condensed consolidated statement of operations.

28.Further to the above, we note your disclosure in footnote 1 that the amounts in the columns for “Beijing Wowo Tuan” reflect Shenyang 19tuan and Jinan 0531tuan as the acquisition of those businesses was consummated on December 31, 2010. Please tell us and revise footnote 1 as appropriate to clarify how these two acquired businesses are reflected in the pro forma condensed consolidated statement of operations in the Beijing Wowo Tuan for the year ended December 31, 2010.

The Company has amended the disclosure in the pro forma condensed consolidated statement of operations in the Wowo Group Limited for the year ended December 31, 2010 (as indicated by an asterisk) on page 86 in response to the Staff’s comment.

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29.Please explain to us why you have not included pro forma per share data in the pro forma statement of operations. Refer to Rule 11-02(b)(7) of Regulation S-X.

The Company respectfully submits to the Staff that the Company has revised the disclosure to include the pro forma per share data in the pro forma statement of operations of Wowo Group Limited on pages 86 and 87.

30.We note from your disclosures in footnote 2 that the fair value of the net tangible assets acquired was $678,278. Please reconcile this to the sum of the net tangible assets per the “Acquired business” and “Pro Forma adjustments” columns in your pro forma balance sheet on page 76.

The Company respectfully submits to the Staff that the net tangible assets in the “Acquired business” columns in the pro forma balance sheet represent combined net tangible assets as of June 30, 2011 of all significant acquisitions, and the amount of net tangible assets acquired (footnote 3 in the Revised Registration Statement on page 90) represents summary of the fair value of the net tangible assets of the acquired businesses at their acquisition dates. As the basis of these amounts is different, reconciliation is not performed.

31.We note your disclosure in footnote 2 regarding the composition of the noncontrolling interests. We also note from your disclosures on page F-28 that you acquired the remaining noncontrolling interests in Wuxi Yuzhong and Chengdu Beiguo on July 1, 2011. Please explain to us why you determined it was appropriate to reflect the noncontrolling interests for these entities in these unaudited pro forma financial statements. Explain to us your consideration of how to present the subsequent acquisition of the remaining noncontrolling interests in July 2011 in these pro forma financial statements and why you ultimately concluded that the pro forma financial statements should not reflect the acquisition of the remaining interests in these entities. Cite any authoritative literature upon which you relied.

The Company respectfully advises the Staff that the Company has revised the unaudited pro forma financial statement as of June 30, 2011 in the Revised Registration Statement to reflect the subsequent acquisition of the remaining noncontrolling interests of Wuxi Yuzhong and Chengdu Beigou as if they took place as of June 30, 2011 on pages 88 and 96.

32.We note from your disclosure that your purchase price allocations were based on preliminary internal studies and discussions with independent third party valuation firms. We also note your disclosure on page 63 that you generally seek the assistance of an independent valuation firm to determine the fair value of the identifiable tangible and intangible net assets of an acquired business. Please describe to us the nature and extent of the independent third party valuation firms’ involvement and management’s reliance on the work of the independent valuation firms. Please refer to Question

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141.02 of the Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.govidivisions/cowfin/guidance/sasinterp_htin. Revise your filing as necessary based on this comment.

The Company respectfully submits to the Staff that the fair value of the intangible assets was estimated by the Company with the assistance from an independent third-party appraiser. The Company is ultimately responsible for the determination of all amounts related to the intangible assets recorded in the financial statements. The Company has revised the referenced disclosures on page 67 in response to the Staff’s comment.

33.We note that you have allocated $1.1 million to acquired intangible assets, primarily domain names, users bases and operating systems. Please revise your disclosures to provide the significant components that comprise the intangible assets. Please also disclose your valuation methodology and significant assumptions you used in determining the fair value of your intangible assets.

The Company respectfully advises that Staff that the Company revised the disclosure to provide the significant components that comprise the intangible assets in the Revised Registration Statement on page 90. The valuation methodology and significant assumptions used in determining the fair value of the intangible assets are disclosed in page 90.

34.We note that for the acquisition of Shenzhen Xunjie and the acquisition of Shanghai Yinqing, your preliminary purchase price allocation does not attribute any amounts to identifiable intangible assets. Please explain to us in greater detail how you analyzed these acquisitions for identifiable intangible assets and why you ultimately concluded there were no identifiable intangible assets. In this regard, to the extent you continue to conclude there were no identifiable intangible assets, explain the primary reasons for the acquisitions and the benefits you expect to obtain from the acquisitions.

The Company respectfully submits to the Staff that the main purposes for the acquisitions of Shenzhen Xunjie and Shanghai Yinqing were to a) acquire the management teams of the two companies for their in-depth knowledge of the local community and culture, and their dedicated sales team; and b) quickly expand in new geographic zones.

As of the acquisition date, these two target companies have no website, trade name, operating platform and any other identifiable intangible assets. The business license of online group buying business is easy to obtain, thus the business licenses of the two companies are of no material value.

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35.With respect to the adjustment to the pro forma consolidated statement of operations discussed in footnote 4, please revise the disclosures to more clearly explain how the amount was calculated.

The Company has revised the disclosure of footnote 3 on page 90 in response to the Staff’s comment.

Our Business, page 87

36.Where you discuss the results of the case studies described on pages 91 and 92, please balance your disclosure to indicate whether these deals were profitable to you. For instance, additionally disclose the expenses you incurred in each deal.

The Company has revised the referenced disclosure on pages 101-103 in response to the Staff’s comment.

Competition, page 96

37.We note your discussion of other competing group buying sites in China. Please revise to name your major competitors and clarify your competitive position. Further revise to clarify the basis for your belief that your compete favorably on each factor in each of your primary markets compared to your competitors.

The Company has revised the referenced disclosure on page 106 in response to the Staff’s comment.

Regulation, page 98

38.Please revise your disclosure to make clear how you are affected by each set of regulations and include discussion of the extent that you are materially at risk for non-compliance. Where laws may require approval, the filing of applications, permits, or licenses, make clear whether you have made appropriate filings, received approval, or obtained any required permits or licenses. Where you describe laws that affect classifications of companies, for example, the regulation of foreign investments, make clear how your businesses is classified. Alternatively, you may include analysis of why you feel any approvals, licenses or permits may not be necessary. You should also include discussion of the regulations on property rights referenced on page 24. Please revise your disclosure in any related risk factors accordingly to make clear your current status or the extent of any material risks.

The Company has revised the referenced disclosure on page 109-117 in response to the Staff’s comment.

Description of Share Capital, page 101

39.Please update this section as necessary when your memorandum and articles of association are revised prior to effectiveness. Please make sure that your revisions are specific to your status as a Cayman Islands exempt company. Include, for example, a

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discussion of the relevance of the register of members (shareholders), including the procedures and timing required to make appropriate entries. Include a statement in this section that the company will perform the procedures necessary to register the shares in the register of members as required in “PART III - Distribution of Capital and Liability of Members of Companies and Associations” of the Companies Law. Additionally, make clear the following:

·That the depositary will initially be included in your register of members as the only holder of the ordinary shares underlying the ADSs in this offering. If there are any material risks to this process, please consider including appropriate disclosure in the “Risk Factors” and “Enforceability of Civil Liabilities” sections;

·Whether the shares underlying the ADSs will be non-negotiable, negotiable or in bearer form as per Section 166 of the Companies Law; and

·The recourse available to investors in instances where the company fails to update its register of members.

The Company has revised the referenced disclosure on pages 127 and 128 in response to the Staff’s comment.

Principal Shareholders, page 110

40.Please disclose the natural person who has voting or investment power for the shares held by the entities in the table.

The Company has revised the referenced disclosure on page 124 in response to the Staff’s comment.

Related Party Loans and other Transactions, page 112

41.Please reconcile the disclosure in this section with that in the third paragraph on page 70. Also, with respect to the cash payments collected by Mr. Wang and Lmobile, please expand the first two paragraphs of this section to describe the material terms of the underlying transactions. Finally, disclose the reasons for the delay in collecting the payment from Mr. Wang.

The Company has revised the referenced disclosure on page 125 in response to the Staff’s comment.

Voting Rights, page 128

42.Please replace the vague term “timely receives” with specific disclosure to make clear the number of days that notice would be provided to ordinary shareholders and the depositary, and discuss how the depositary would be expected to notify ADS holders. Specify whether the depositary has the option to vote in person, by proxy,

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electronically, or otherwise. Also, include discussion of the discretionary proxy that may be provided by the depositary as disclosed on page 43.

The Company has revised the referenced disclosures on the timing of voting instructions and discretionary proxy on pages 142 and 143 in response to the Staff’s comment. The Company further respectfully submits to the Staff that the depositary may distribute to the ADS holders by mail or, if designated, by e-mail, as indicated in the second paragraph under the “Voting Rights” section.

Taxation, page 135

43.Include discussion of any material Hong Kong or British Virgin Islands tax considerations and consequences, as necessary.

The Company respectfully submits to the Staff that the Company believes discussion of any Hong Kong or British Virgin Islands tax considerations and consequences is not necessary as the Company has no operation or has not paid any dividends in Hong Kong or British Virgin Islands.

Cayman Islands Taxation, page 135

44.Please state the effective date of the undertaking that you received from the Governor-in-Council.

The Company respectfully submits to the Staff that the Company’s registered agent has applied for the referenced undertaking and is still waiting for an approval to date. The Company will disclose the relevant information when available.

People’s Republic of China Taxation.

45.Please revise your disclosure as follows:

·Include discussion of Circular 601 and Circular 698, as applicable;

·Discuss whether and how any tax treaties between the PRC and the U.S. or the Cayman Islands may be applicable; and

·Discuss any tax payment procedures and the consequences for non-payment of taxes for nonresident shareholders.

The Company has revised the referenced disclosure on pages 149 and 150 in response to the Staff’s comment.

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Material United States Federal Income Tax Considerations, page 136

46.Please include discussion of the U.S. Treasury’s concerns about the applicability of reduced tax rates for pre-released shares.

The Company has added the referenced disclosure on page 152 in response to the Staff’s comment.

47.Your reference to not discussing the effects of any “non-United States” tax laws in the bolded paragraph on page 137 should be reconciled with your discussion of the effects and application of PRC laws.

The Company has added the referenced disclosure on page 152 in response to the Staff’s comment.

48.Please provide unequivocal disclosure regarding the tax consequences, rather than merely what the tax consequences “may” be or similar disclosure. We note, for example, that you should:

·Make clear the eligibility requirements and benefits of the U.S.-PRC income tax treaty and delete your reference at the top of page 138 to “Taxation-People’s Republic of China Taxation” because that discussion does not include the disclosure that you are referencing; and

·Replace the vague term “certain” with substantive disclosure and make clear the reference to a “minimum holding period.”

The Company respectfully submits to the Staff that the United States tax disclosure discusses the benefits of the US-PRC income tax treaty (the “Treaty”) in two contexts: (1) the discussion of alternative eligibility for “qualified dividend income” treatment on pages 152 and 153 and (2) the discussion of the availability of an election under the Treaty to treat any gain on the sale or exchange of ADSs or ordinary shares as PRC source gain as described on page 156.

The Company further submits to the Staff that the discussion of the Treaty on pages 152 and 153 describes an alternative basis for obtaining “qualified dividend income” treatment. This alternative eligibility for “qualified dividend income” treatment depends upon whether the Company qualifies for the benefits of the Treaty in the case that it is a “resident enterprise” under PRC law. Accordingly, the Company has revised the disclosure on page 153 to indicate that if the Company is deemed to be a resident enterprise under PRC law, the Company believes it will qualify for the benefits of the Treaty and, consequently, its dividends will be eligible for “qualified dividend income” treatment.

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The Company respectfully submits to the Staff that the discussion of the Treaty on page 156 informs investors that they must be residents of the United States under the Treaty in order to qualify for Treaty benefits. However, that eligibility for the benefits of the Treaty depends upon the specific factual circumstances of each investor in addition to being a resident of the United States. Accordingly, the Company cannot provide more specific discussion besides informing investors that qualification for the benefits of the Treaty is fact-dependent and urging such investors to consult their tax advisors about whether they are eligible for the benefits of the Treaty.

The Company has revised the reference to “Taxation-People’s Republic of China Taxation” on page 149 to clarify that the cross-reference relates to the discussion of the Company’s status as a PRC resident enterprise.

Company has revised the referenced disclosure on “minimum holding period” on pages 153 in response to the Staff’s comment.

Passive Foreign Investment Company, page 138

49.Please make clear whether you will notify shareholders annually of your PM status. Additionally, you should discuss any risk that income from Internet revenue or interact advertising may be considered passive income.

The Company has revised the disclosure with regard to annual notifications on page 156 in response to the Staff’s comment. The Company further respectfully submits to the Staff that there is no material risk that income from Internet revenue or interact advertising may be considered passive income and, consequently, no discussion is necessary with respect to that risk.

Information Reporting and Backup Withholding, page 141

50.Include discussion of the requirements of the Hiring Incentives to Restore Employment Act of 2010.

The Company has revised the referenced disclosure on page 157 in response to the Staff’s comment.

Rule 144, page 133

51.Please disclose the date that the Rule 144 holding period expires for your outstanding shares.

The Company has revised the referenced disclosure on page 148 in response to the Staff’s comment.

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Index to Consolidated Financial Statements, page F-1

52.Please update your financial statements when required by Item 8.A.5. of Form 20-F.

The company respectfully submits to the Staff that the Company has updated the financial statement in response to the Staff’s comment.

Consolidated Financial Statements of Beijing Wowo Tuan Information Technology Co., Ltd.,  page F-5

Consolidated Statements of Operations, pate F-7

53.Please explain to us why you are not presenting any earnings per share data as required by FASB ASC 260.

The Company respectfully submits to the Staff that the Company has added the earning per share data of Wowo Group Limited on pages F-8 and F-31.

Consolidated Statements of Cash Flows, page F-9

54.Please revise your disclosures here or in the notes to the financial statements to include the disclosures required by paragraph 230-10-50-3 of the FASB Accounting Standards Codification. In this regard, we note certain noncash investing activities relating to the acquisitions disclosed in Note 4.

The Company has revised the disclosure on noncash investing activities relating to the acquisitions in the cash flow statement on F-10 in response to the Staff’s comment.

Note 1 - Organization and Principal Activities. page F-10

55.We note that that in connection with the acquisition of Beijing Wowo Tuan, Mr. Maodong Xu and Ms. Fang Zhou transferred total consideration of $1,863,637, including $500,000 in cash and an undertaking to issue shares in Wowo Group Limited valued at $1,363,637. Please explain to us how you valued the shares of Wowo Group Limited, including a description of your valuation methodology and any significant assumptions. Revise your disclosures as necessary.

The Company respectfully submits to the Staff that according to the share purchase agreement in relation to the purchase of 100% equity interest in Beijing Wowo Tuan between the selling shareholders and Mr. Maodong Xu, the total consideration was determined to be $1,863,637, $500,000 of which was settled by cash and the remaining consideration was settled by shares of Wowo Group Limited which was intended to become the parent company of a group of companies which includes Beijing Wowo Tuan. The number of shares of Wowo Group Limited that was transferred as settlement

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in the amount of $1,363,637 was determined based on the transaction price of US$0.4 per share determined at arm’s-length with certain investors who purchased ordinary shares of Wowo Group Limited on January 20, 2011.

56.Please reconcile the $1,863,637 reflected here with the amount reflected on page F-8 as “Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan.”

The Company respectfully submits to the Staff that the reconciliation of the “Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan” and the total consideration of $1,863,637 is as below.

Capital contribution in relation to the push down accounting applied to the acquisition of Beijing Wowo Tuan	1,920,076
Net liabilities reflected in the financial statements (under old accounting basis)	(56,462		)
Currency exchange difference	(993		)
Total consideration	$	1,863,637

57.Please revise your disclosures to clearly explain how you determined the fair value of your intangible assets. In this regard, we note disclosure in Note 11 referring to your use of the ‘cost,’ income approach — excess earnings’ and ‘with & without’ valuation methods. Please provide more details regarding your valuation methodologies and significant valuation assumptions. Discuss the specific valuation methodologies used in connection with the valuation of the intangible assets.

The Company respectfully submits to the Staff that the Company has revised the disclosures on page F-13 in response to the Staff’s comment.

58.Please explain to us how you determined the estimated useful life of 10 years for the trade name/domain name intangible asset in connection with the push-down accounting of the acquisition of Beijing Wowo Tuan. Refer to paragraphs 350-30-35-1 through 350-30-35-5 of the FASB Accounting Standards Codification.

The Company respectfully submits to the Staff that the useful life of the trade name / domain name is determined based on management’s estimates of the period over which the assets can generate revenue. Theoretically, the acquired domain name can be used indefinitely by renewing the registration with relevant authority upon expiration for nominal costs. Therefore, the legal life of trade name or domain name could be indefinite.

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However, as the group buying industry in China is relatively new and competition is intense, the Management, after taking into consideration the benefits expected to be generated from such trade name/domain name, has estimated a limited useful life of 10 years for such Trade name/ Domain name.

59.We note you have recorded goodwill of $1,515,730 in connection with the push-down accounting for the acquisition of Beijing Wowo Tuan. Please revise your disclosures to provide a qualitative description of the factors that make up the goodwill recognized. Refer to paragraph 805-30-50-1 of the FASB Accounting Standards Codification.

The Company has revised the disclosure related to the goodwill recognized on F-13 in response to the Staff’s comment.

Note 2 — Summary of Significant Accounting Policies, page F-11

60.We note your disclosures on page 1 and elsewhere in the filing regarding your guest electronic management, or GEM, systems that you place at certain merchants. Please expand your disclosures to describe how you account for these units. Quantify the amount of any assets located at merchant locations that are recorded in your financial statements. Further, describe how you reflect any expenses associated with these units. Cite any authoritative literature you relied upon in determining your accounting for these units.

The Company respectfully submits to the Staff that the costs incurred for developing the GEM software systems are primarily (1) the payroll and welfare costs of the 16 engineering staffs who devoted part of their time on the development and maintenance of the system and (2) depreciation of the 16 related computers and equipment used by the engineering staffs. These costs associated with the development of the GEM software are deemed to be immaterial and are recorded as general and administrative expenses in the consolidated statement of operation for the six months ended June 30, 2011. As of June 30, 2011, the Company did not place any assets including the GEM machine at merchant locations. A total of 2,900 GEM hardware were purchased by the Company in July and August, 2011 and 1,977 of which were deployed at merchant locations. These GEMs are booked under fixed assets. Currently the Company provides GEM to local merchant clients free of charge.

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Revenue recognition, page F-11

61.We note that you record some revenues on a gross basis and others on a net basis. Please describe to us the material terms and conditions of those transactions for which you recognize revenue on a gross basis. Clearly explain how you evaluated each of the indicators of gross and net reporting in FASB ASC section 605-45-45.

The Company respectfully submits to the Staff that the Company has considered each of the criteria under ASC 6-5-45-45 in determining whether the revenues should be recognized in gross or net. The Company categorizes the online group buying business into two types, including group buying deals for services and group buying deals for goods. Following is the analysis of the two types of group buying deals.

Group buying deals for services:

Indicators	Yes/No	Analysis
The company is the primary obligor in the arrangement.	Yes	If subscribers are not satisfied with the service provided by the local merchant, the subscribers submit the claim to the Company and the Company is responsible for the refund claims. In this regard, the Company has the risks and rewards as a principal in the transaction of Group buying deals for services.
The Company has general inventory risk (before order is placed or upon claim for refund)	N/A	It is not applicable for group buying deals for services.
The company has latitude in establishing price	Yes	It is in the Company’s sole discretion to determine the Wowo Coupon purchase prices.
The Company changes the product or performs part of the service	No	The Company selects the local merchant, determines the target customers of Wowo Coupons, and once the group buying deal contract is signed with the local merchant, the Company will place the advertisement and publish the related Wowo Coupon on its website. The Company initiates the transaction even though it does not change or performs part of the service.
The Company has discretion in supplier selection	Yes	It is in the Company’s sole discretion to select the local merchant for the grouping buying deal.
The Company is involved in the determination of product or service specifications	Yes	The Company provided advisory services to local merchants in determining the service specifications (such as meal set-menu offered or combined beauty service offerings being) offered through the Company’s website.
The Company has physical loss inventory risk (after customer order or during shipping)	N/A	It is not applicable group buying deal for service.
The company has credit risk	No	The subscribers pay the Wowo Coupon amount to the Company, all in advance through internet payment method. The Company does not have any credit risk.

Based on the above analysis, the Company recognizes revenues generated from group

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buying deals for services on a gross basis since (1) the Company is the primary obligor and acts as a principal in the arrangement. (2) the company has latitude in establishing price; and (3) the Company has discretion in supplier selection.

Group buying deals for goods:

Indicators	Yes/No	Analysis
The Company is the primary obligor in the arrangement.	No	If subscribers are not satisfied with the service provided by the local merchant, the subscribers submit the claim to the Company. However, from the standard contract between the Company and the local merchant, the local merchant is responsible for the products’ sale return. If there is any lawsuit or complaints raised by the subscriber, the local merchant is responsible for not only the loss to be incurred but also oblige to pay 25% of the total sales to the Company as compensation. Thus the local merchant is the primary obligor for the group buying deal for goods.
The company has general inventory risk (before customer order is placed or upon customer return)	No	Local merchant is responsible for delivering the goods to a subscriber directly, the local merchant takes the responsibility of incurred loss during the courier process. The local merchant is entitle to a goods before delivering to a subscriber. Thus local merchant has the inventory risk in this circumstance.
The company has latitude in establishing price	Yes	It is in the Company’s sole discretion to determine the Wowo Coupon purchase price.
The company changes the product or performs part of the service	No	The Company selects the local merchant and the products, and once the group buying deal is signed with the local merchant, the Company will place the advertisement and publish the Wowo Coupon related to such products on its website for sale.
The Company has discretion in supplier selection	Yes	The Company can select a local merchant at its sole discretion.
The Company is involved in the determination of goods specifications	Yes	The Company provided advisory services to local merchants in determining the product specifications offered through the Company’s website.
The Company has physical loss inventory risk (after coupon order or during shipping)	No	Generally the local merchant delivers the goods and has the inventory risk. However, if the Company is responsible for the delivery, it has general inventory risk.
The Company has credit risk	No	The subscribers pay the Wowo Coupon amount to the Company, all in advance through internet payment method. The Company does not have any credit risk.

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Based on the above analysis, in the case that the local merchant is responsible for delivering the goods to the subscriber directly, the Company does not take inventory risk and is not the primary obligor, and thus revenue is recognized on a net basis.

62.Further to the above, revise your disclosures to separately quantify the revenues recorded on a gross basis and the revenues recorded on a net basis.

The Company respectfully submits to the Staff that the revenues recorded on a gross basis and revenues recorded on a net basis are separately disclosed in the footnote in the revised financial statements on F-17.

Note 3 — Segment Information, page F-18

63.In light of the significant number of acquisitions subsequent to December 31, 2010, please explain to us how you have evaluated your segments subsequent to December 31, 2010. To the extent that you continue to believe you have one operating segment, please address the following:

·Explain how you have integrated the newly acquired entities into your internal reporting.

·We note that in connection with the acquisitions, you have entered into agreements that grant the former shareholders and key employees a material ownership percentage in the acquired entities in exchange for continued employment. It appears that with each acquisition, you are retaining certain key staff in order to maintain operations at each separate acquired entity. Explain how these agreements impact your internal reporting and your chief operating decision maker’s decisions regarding allocating resources and assessing performance.

The Company respectfully submits to the Staff that although significant number of acquisitions was completed in 2011, the Company believes it has only one operating segment in 2011. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer who reviews financial information of operating segments based on US GAAP amounts when making decisions on allocating resources and assessing performance of the Company. The business is now organized and monitored on the basis of geographic locations. However, the only available financial information is limited to revenue and no discrete financial information of each geographical location is available. As a result, the Company has determined that it has only one operating segment.

There is no change on the internal reporting systems subsequent to the acquisitions:

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·All of the bookkeeping and reporting are prepared and maintained by Finance Department in the Beijing headquarter to ensure the quality and timing of the internal reporting.

·All of the bank and third party payment accounts are under the control of the Beijing headquarter.

·Most of the operating systems have been integrated with the Company’s systems already. The remaining six systems will be completed soon.

With regard to the impact of agreements in connection with the acquisitions that grant the former shareholders and key employees a material ownership percentage in the acquired entities in exchange for continued employment, the Company respectfully submits to the Staff that:

·The former shareholders and key employees who have continued employment with the acquired entities are primarily responsible for the local marketing development and maintenance activities. All the expenditures for the local activities are based on the budget pre-approved by the Beijing headquarter. All the branding, marketing, research and development, back office support are provided by the Beijing headquarter.

·The CODM of the Company believes that there was no change in the Company’s internal reporting after the acquisitions because: (1) all of the businesses of the acquired companies are identical to the business of the Company itself; (2) the preparation of books and records of the acquired business are centralized at Beijing headquarters; and (3) although the local marketing expenditures are different in each location, the most significant activities, including financing and investing of each acquired entities, are centralized and determined by the top management in Beijing headquarter, which has roughly the same influence in all the locations.

As a result, CODM of the Company believes that the acquisition agreements had no significant impact on the Company’s internal reporting and his decisions regarding allocating resources and assessing performance.

Note 4 — Business Acquisitions, page F-18

64.For each of the acquisitions disclosed here, please revise your disclosures to clearly disclose the percentage of voting equity interests acquired pursuant to paragraph 805-10-50-2(c) of the FASB Accounting Standards Codification.

The Company respectfully submits to the Staffs that the Company has revised the disclosures on pages F-24 and F-25 in response to the Staff’s comment.

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65.We note that you acquired Shenyang19tuan and Jinan0531tuan on December 31, 2010 and did not include separate financial statements under Rule 3-05 of Regulation S-X. Please provide us with your analysis of these acquisitions under Rule 3-05 of Regulation S-X. Explain why you concluded that you were not required to provide the financial statements in connection with this filing.

The Company respectfully refers the Staff to the response to comment 24. Separate financial statements of Shenyang 19tuan and Jinan 0531tuan are not required to be included in the F-1 filing under Rule 3-05 of Regulation S-X.

66.For each of the acquisitions, please revise your disclosures to clearly explain how you determined the value of your intangible assets. In this regard, we note disclosure in Note 11 referring to your use of the ‘cost,’ income approach — excess earnings’ and with & without’ valuation methods. Please provide more details regarding your valuation methodologies and significant valuation assumptions. Discuss the specific valuation methodologies used in connection with the valuation of the intangible assets.

The Company has revised the disclosures in Note 11 on page F-30 in response to the Staff’s comment.

67.Please explain to us how you determined the estimated useful life of 10 years for the trade name/domain name intangible asset in connection with the December 31, 2010 acquisitions. Refer to paragraphs 350-30-35-1 through 350-30-35-5 of the FASB Accounting Standards Codification.

The Company respectfully submits to the Staff that the domain names acquired in the acquisitions were small local brands that were known to small number of local customers, the page view and new subscribers will be redirect to the websites under the 55tuan.com domain name subsequent to the acquisitions, and as a result these brands are considered as defensive intangible asset. A defensive intangible asset shall be assigned a useful life that reflects the entity’s consumption of the expected benefits related to the asset. The benefit a reporting entity receives from holding a defensive intangible asset is the direct and the indirect cash flows resulting from the entity preventing others from realizing any value from the intangible asset. It would be rare for a defensive intangible asset to have an indefinite life because its fair value will generally diminish over time as the result of lack of market exposure or as a result of competition or other factors. Considering the market and industry condition. The Company believes the useful life of 10 years is reasonable for the acquired domain name and consistent with the estimated useful life of the domain name acquired in previous acquisition.

68.We note you have recorded goodwill of $228,000 and $96,616 in connection with the acquisitions disclosed here. Please revise your disclosures to provide a qualitative

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description of the factors that make up the goodwill recognized. Refer to paragraph 805-30-50-1 of the FASB Accounting Standards Codification.

The Company has revised the disclosure related to the goodwill recognized on F-25 and F-26 in response to the Staff’s comment.

69.Revise your disclosures to provide the information required by paragraph 805-10-50-2(h) of the FASB Accounting Standards Codification for the comparable prior year period.

The Company respectfully submits to the Staff that the Company has revised the disclosure to include comparable prior year period on pages F-25 and F-27.

70.Please revise the filing to disclose the material terms of the agreements to issue 49% interest in certain subsidiaries to the former shareholders and key employees of certain acquired companies. Please specifically address the following:

·Clearly disclose the vesting provisions of these restricted stock awards, including clarification as to whether the stock vests during the term or whether the vesting occurs only at the completion of the three years (i.e., cliff vesting).

·Clarify what happens if the employees do not provide the requisite service.

The Company has revised the referenced disclosure on F-24 in response to the Staff’s comment.

·We note your disclosure on page 67 regarding a repurchase right. Disclose the material provisions of any repurchase rights and how you are accounting for any such provisions.

Pursuant to the acquisition agreements, during the vesting periods of the agreements, subject to the occurrence of any one of the following events, the former shareholders shall assign all their shares to Beijing Wowo Tuan (the Company) or the third party which is appointed by the Company at a cost of RMB1 (In this situation, the company shall voluntarily waive the payment of these equity interests):

·The former shareholders leave the acquirees and the Company due to any reason;

·The former shareholders involve in any criminal offence;

·The former shareholders seriously violate Labor Contract, Confidentiality Agreement, Intellectual Property Agreement, Non-compete Agreement, and may adversely affect the rights or benefits of the acquires and the Company.

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The Company accounted for the granting of 49% equity interests as share-based compensation within vesting periods.

·In connection with the updating of the financial statements, clearly describe how you are accounting for the restricted stock grants and the corresponding noncontrolling interest that will occur either during or at the completion of the vesting period dependent upon the vesting schedule.

The Company has revised the disclosures on page F-24 in response to the Staff’s comment.

In connection with your response, cite any authoritative literature you relied upon in determining your accounting for these arrangements.

Note 12- Related Party Balances, pane F-24

71.Please revise your disclosures here to clearly disclose the nature of the related party
relationship with Mr. Yuming Wang. Refer to paragraph 850-10-50-1(a) of the FASB Accounting Standards Codification.

The Company has revised the reference disclosure on page F-31 to disclose the nature of the relationship(s) in according to paragraph 850-10-50-1(a) of the FASB Accounting Standard Codification in response to the Staff’s comment.

72.Please revise your disclosures here to provide additional information regarding the
nature of the transactions with the related parties. In this regard, we note you refer to certain receivables from related parties. You state that these amounts represent cash collected by the related parties on your behalf. Explain the circumstances leading to the related parties collecting receivables on your behalf. Disclose any fees, commissions or other payments you made or have agreed to make to the related parties in exchange for their services. Refer to paragraph 850-10-50-1(b) of the FASB Accounting Standards Codification.

The Company has revised the reference disclosure on pages F-31 and F-32 in response to the Staff’s comment.

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Note 15 — Subsequent Events, page F-27

73.We note from your pro forma disclosures on page 81 that in March 2011 you acquired
a 100% equity interest in Beijing Kaiyishidai, but we do not see where you have provided disclosure of this transaction in your subsequent event footnote. Please advise.

The Company respectfully submits to the Staff that Beijing Kai Yi Shi Dai was acquired by Mr. Maodong Xu in his personal capacity. As a result, the acquisition is not disclosed in the subsequent event footnote of the consolidated financial statements of Beijing Wowo Tuan. However the reporting entity is changed from Beijing Wowo Tuan to Wowo Group Limited as a result of the reorganization and the variable interest entity arrangement entered into in 2011 as described in Note 1 to the financial statements of Wowo Grouop Limited. As a result, the disclosure of the acquisition of Beijing Kai Yi Shi Dai by Maodong Xu, is added in the revised subsequent event footnote on page F-37.

— (c) Acquisition of Wuxi Yuzhong, page F-28

74.We note that on July 1, 2011 you acquired the remaining 49% equity interest in Wuxi Yuzhong from the original shareholders for cash consideration of $252,185 and certain stock options of its parent company to be issued to the original shareholders for future services with the company over the next four years. Please tell us how you intend to account for the subsequent acquisition of the remaining 49% equity interest in Wuxi Yuzhong. Please also revise your disclosures to more clearly describe the material terms of the stock options issued to the original shareholders. Revise your disclosures to provide the reader with greater understanding of the significance of the stock options issued by clearly disclosing the total number of shares in the entity’s parent company.

The Company respectfully submits to the Staff that the acquisition of the remaining 49% equity interest in Wuxi Yuzhong will be accounted under the ASC 810-10-45 for the cash consideration of $252,185. Certain stock options of its parent company were issued to the original shareholders for their future services with the acquired entities will be accounted for as stock compensation cost under the stock option accounting treatment ASC 718-10-35. Such compensation cost for an award of share-based employee compensation classified as equity is recognized over the requisite service period, four years. The Company included the disclosure of the stock options issued to the employees in the interim financial statements on page F-87.

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— (f) Acquisition of Chengdu Beiguo, page F-28

75.We note that on July 1, 2011 you acquired the remaining 44% equity interest in Chengdu Beiguo from the original shareholders in exchange for your issuance of 150,000 stock options of its parent company. Please tell us how you intend to account for the acquisition of the remaining 44% equity interest in Chengdu Beiguo. In addition, revise your disclosures to provide the reader with greater understanding of the significance of the 150,000 stock options issued by disclosing the total number of shares in the entity’s parent company.

The Company respectfully advises the Staff that in order to obtain the acquisition of the remaining 44% equity interest in Chengdu Beiguo, certain stock options of its parent company were issued to the original shareholders for their future services with the acquired entities will be accounted under the stock option accounting treatment ASC 718-10-35. Such compensation cost for an award of share-based employee compensation classified as equity is recognized over the requisite service period, four years. The Company included the disclosure of the stock options issued to the employees in the interim financial statements on page F-87.

—(I) Acquisition of other group buying businesses, page F-29

76.Please explain to us why you are not required to provide financial statements under Rule 3-05 of Regulation S-X for the acquisitions you have disclosed in this footnote.

The Company respectfully submits to the Staff that separate financial statements of other group buying business, including Shijiazhuang Jutuaner, Hangzhou Zuituan, Changsha Tuankela, Hangzhou 54tuanzhang, Shaoxing tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, Guiyang Shantuan, Baoding Dulituan, and Guilin Haoletuan, are not required under Rule 3-05 of Regulation S-X as these acquisitions are not considered as significant acquisitions under Rule 1-02 (w). The Company respectfully refers the Staff to the response to comment 24 for detailed information.

77.As a related matter please explain to us how these entities were considered in your unaudited pro forma financial information presented beginning on page 75.

The Company respectfully refers the Staff to the response to comment 76 that separate financial statements of the acquisitions of other group buying business include Shijiazhuang Jutuaner, Hangzhou Zuituan, Changsha Tuankela, Hangzhou 54tuanzhang, Shaoxing tongchenggou, Quanzhou Yiwantuan, Jilin Meimeituan, Guiyang Shantuan, Baoding Dulituan, and Guilin Haoletuan, were not required under Rule 3-05 of Regulation S-X. Pursuant to Rule 11-01 (c) “pro forma effects of a business combination need not be presented pursuant to this section if separate financial statement of the acquired are not included in the filing”. Therefore, the Company determined that above acquisitions needed not to be included in the pro forma financial information.

Exhibit Index, page II-6

78.Please file as exhibits the agreements mentioned on page 54, the agreements with your related parties mentioned on page 112, the investors’ rights agreement mentioned on page 122, and the lock-up agreements mentioned on page 133.

The Company respectfully submits to the Staff that the agreements with consolidated affiliated entities referenced on page 56 are filed as Exhibits 10.5-10.14 to the Revised Registration Statement. The notes purchase agreement and conversion notice in

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connection with the issuance of Series A-1 preferred shares, share purchase agreements and shareholder agreement in connection with the issuance of Series A-2 preferred shares referenced on page 135 are filed as Exhibits 10.15-10.20 to the Revised Registration Statement.

The Company respectfully submits to the Staff that the loans between Mr. Yuming Wang and Beijing Baifeng Online Information Technology Co., Ltd. were not reoccurring loans and were repaid in full in July 2011. The Company further respectfully submits to the Staff that the Company does not believe the agreement entered into with Beijing Baifen Tonglian Information Technology Co., Ltd. to be a material contract as it was entered into in the ordinary course of business and the largest outstanding prepayment amount during the six months ended June 30, 2011 accounted for 1.2% of the net revenues for the same period. The contract was entered into at arm’s-length and Beijing Baifen Tonglian Information Technology Co., Ltd. charges the Company for short message services at market prices.

The Company respectfully submits to the Staff that it will file the form of lock-up agreement as an exhibit to the underwriting agreement in a subsequent submission of filing.

Exhibit 23.1

79.To the extent there is a delay in requesting effectiveness of your registration statement, or there is any change, other than typographical, made to the financial statements, or there have been intervening events since the prior filing that are material to the company, please provide a currently dated and signed consent from your independent accountants with your next amendment.

The Company has respectfully noted the Staff’s comments and will comply in due course.

*  *  *  *  *

38

On behalf of the Company, we advise the Staff that the Company is aware of and acknowledges the following:

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

·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If it would facilitate the Staff’s review of the Revised Registration Statement, we would be pleased to provide an electronic copy in PDF format.

If you have any question regarding the Revised Registration Statement, please do not hesitate to contact me at (+852) 2514-7650 (work) or (+852) 9198-4235 (mobile) or my colleague Dan Fertig at (+852) 2514-7660 (work) or (+852) 6640-3886 (mobile).

Questions pertaining to accounting and auditing matters may also be directed to Yan Wang at (+8610) 8520-7162 (work) or +(86) 138-1035-7307 (mobile) of Deloitte Touche Tohmatsu, the independent registered public accounting firm of the Company, or Daniel Wu, the Company’s Chief Financial Officer at +(8610) 6266-8858 (work) or +(86) 138-1096-8041 (mobile).

Very truly yours,

/s/ Chris Lin

Chris Lin

Leiming Chen       Philip M.J. Culhane       Chris Lin       Sinead O’Shea       Jin Hyuk Park       Youngjin Sohn       Kathryn King Sudol
Resident Partners
Admitted in New York

NEW YORK BEIJING LOS ANGELES LONDON PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.

SIMPSON THACHER & BARTLETT LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE
STATE OF NEW YORK. THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMITED TO THE EXTENT PROVIDED IN SUCH LAWS.
ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

39

cc:Maodong Xu, Chief Executive Officer/Daniel Wu, Chief Financial Officer

Wowo Limited

James Lin

Davis Polk & Wardwell LLP

Yan Wang

Deloitte Touche Tohmatsu

40

SIMPSON THACHER & BARTLETT LLP

AMERICAN LAWYERS
ICBC TOWER, 35TH FLOOR
3 GARDEN ROAD
HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

DIRECT DIAL NUMBER	E-MAIL ADDRESS
(852) 2514-7650	clin@stblaw.com

October 27, 2011

CONFIDENTIAL

Amanda Ravitz

Tom Jones

Mary Beth Breslin

Eric Atallah

Kevin Vaughn

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	Wowo Limited
	Amendment No. 1 to Confidential Draft Registration Statement on Form F-1 Submitted on September 23, 2011

Dear Ms. Ravitz, Mr. Jones, Ms. Breslin, Mr. Atallah and Mr. Vaughn:

On behalf of our client, Wowo Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), we enclose ten (10) copies of the Company’s revised draft registration statement on Form F-1 (the “Revised Registration Statement”) for review by the Securities and Exchange Commission (the “Commission”) on a confidential basis. The Revised Registration Statement has been marked to show changes to the draft registration statement confidentially submitted to the Commission on September 23, 2011. On behalf of the Company, we wish to thank you and the other members of the staff of the Commission (the “Staff”) for your prompt response to the Company’s request for comments.

Leiming Chen      Philip M.J. Culhane      Chris Lin      Sinead O’Shea      Jin Hyuk Park      Youngjin Sohn      Kathryn King Sudol
Resident Partners
Admitted in New York

NEW YORK      BEIJING      LOS ANGELES      LONDON      PALO ALTO      SÃO PAULO      TOKYO      WASHINGTON, D.C.

SIMPSON THACHER & BARTLETT LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE
STATE OF NEW YORK. THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMITED TO THE EXTENT PROVIDED IN SUCH LAWS.

ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

The Company has responded to all of the Staff’s comments by revising the draft Registration Statement to comply with the comments, providing an explanation if the Company has not so revised the draft Registration Statement, or providing supplemental information as requested. In addition to the amendments made in response to the Staff’s comments, the Company has also revised the draft Registration Statement to reflect developments since the time of the initial confidential submission.

Set forth below are the Company’s responses to the comments contained in the letter dated October 14, 2011 from the Staff. The comments are retyped in italicized bolded type below for your ease of reference and are followed by a summary of the responsive actions taken. We have included page numbers to refer to the location of the Revised Registration Statement where the disclosure addressing a particular comment appears.

Overview, page 1

1.We note your revised disclosure in the fourth paragraph of this section indicating that you have postponed the launch of your location-based service, LBS, to the fourth quarter of 2011. With a view toward clarified disclosure, please tell us the reason for the delay in the launch which was previously planned for August 2011.

The Company respectfully submits to the Staff that the official launch of LBS was delayed because the final stage of the research and development of the software, which consists of code debugging and pressure test, took longer than expected. The Company plans to offer LBS first on smart phones based on iOS operating system. The Company has applied for listing of the LBS software on Apple Inc.’s App Store and expects to officially offer the LBS software for download on Apple Inc.’s App Store in November 2011.

2.We note your response to prior comments 3 and 4. Please provide us with full English translations of the information you submitted in response to these comments. We may have further comment upon reviewing these reports. Please also provide independent, objective support for your statement in the revised bullet point on page 3 regarding your “superior user experience.”

The Company respectfully submits to the Staff that the full English translations of the referenced reports are attached as Annex A and Annex B of this letter.

The Company has revised the referenced disclosure on “superior user experience” on pages 3 and 101 in response to the Staff’s comment.

3.We note your revised disclosure in the fifth paragraph of this section where you discuss your net losses, net revenues, and gross profit for the year ended December 31, 2010 and the six months ended June 30, 2011. Please tell us why you believe it is appropriate

2

to highlight your gross profit in the summary given the significant operating expenses necessary to your operations that are not captured in that metric.

The Company has removed the referenced disclosure on gross profit on pages 2, 63 and 99 in response to the Staff’s comment.

We may be adversely affected by the complexity, page 28

4.We note your response to prior comment 38. Please clarify the status of your application for trademarks with the Trademark Office of the State Administration for Industry and Commerce and the merger into Wowo Tuan’s website of the websites operated by your consolidated entities which have not received ICP license.

The Company respectfully submits to the Staff that the Company has filed applications for the registration of related trademarks with the Trademark Office of the State Administration for Industry and Commerce and received notification of the receipt of the trademark applications. Currently, the applications for trademark registration are still under review by the Trademark Office of the State Administration for Industry and Commerce. The Company has revised the referenced disclosure on page 30 in response to the Staff’s comment.

The Company further respectfully submits to the Staff that the Company has completed integrating all of the websites operated by its consolidated affiliated entities under the 55tuan.com domain name except for three websites. The Company expects to complete the integration of the remaining three websites by end of November 2011, upon which the company will not have any website operating without an ICP license. The Company has revised the reference disclosure on page 30 to reflect this process.

Under the PRC enterprise tax law, we may be classified, page 32

5.We reissue comment 12 in part. Please discuss how the criteria in Circulars 82 and 45 would apply to your business.

The Company has revised the referenced disclosure on pages 33 and 34 in response to the Staff’s comment. The Company further respectfully submits to the Staff that neither Circular 82 nor Circular 45 applies to the Company which is a company incorporated offshore and controlled by PRC individuals. However, the relevant criteria and administration clarification provided in the Circulars reflect the PRC State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax residency status of offshore enterprises and how the administration measures should be implemented, and there is no guarantee that the PRC State Administration of Taxation will not apply the same or similar criteria as provided in Circular 82 to determine whether the “de facto management body” of a

3

company incorporated offshore and controlled by PRC individuals such as the Company is located within the PRC in the future.

Dilution, page 50

6.We note your response to 15. Please show us how you calculated the pro forma net tangible book value of $10.8 million as of June 30, 2011.

The Company has revised the amount of the net tangible liabilities to US$19.6 million as of June 30, 2011, the referenced disclosure on page 51 in response to the Staff’s comment. The calculation of net tangible liabilities book value as of June 30, 2011 is as below:

Net liabilities	US$	(10,801,536	)
Less: Goodwill, intangible assets		8,766,641
Net tangible liabilities book value	US$	(19,568,177	)

Fair Value of Our Ordinary Shares and Share-Based Compensation, page 70

7.We note that in connection with estimating the fair value of each option grant you have used the historical volatility of select listed guideline companies. Please describe to us in greater detail the nature of the comparable publicly traded companies you selected and the basis for your conclusion to select those companies. Discuss how you considered factors such as industry, stage of life cycle, size and financial leverage when selecting the comparable companies. Refer to paragraphs 718-10-55-36 and 37 of the FASB Accounting Standards Codification and Question 6 in SAB Topic 14.D.1.

The Company respectfully submits to the Staff that because the Company does not have a trading history for its common stock, the expected stock price volatility was estimated by referring to the historical stock price volatility of certain public companies in industry similar to the Company’s (the “Guideline Companies”) over a historical period equivalent to the contractual life of the stock options.

The Guideline Companies were selected with consideration given to the following principles: (i) companies that provide online group buying services and/or e-Commerce services; (ii) companies that have their principal operations in China (as the Company’s business is in China), and/or (iii) companies that are publicly listed in the United States (as the Company plans to become a public company in the United States).

Based on the principles above, the Company selected the following companies as Guideline Companies: Alibaba.com Limited, Amazon.com Inc., Ctrip.com International,

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Ltd., eBay Inc., eLong Inc., which are all mainly engaged in providing online products and services.

The Company has analyzed the comparability of Guideline Companies above related to stages of development/profitability, size and financial leverage as of the valuation date in the table below:

Company	Stage of development / Profitability	Market cap as of July 5, 2011	Financial leverage	Analysis of comparability
Alibaba.com Limited (1688 HK)	Alibaba has generated significant revenue with profit since 2006.	US$ 8,270 million	No debt	Larger size and profitable since 2006.
Amazon.com Inc. (AMZN US)	Amazon has generated significant revenue with profit since 2006.	US$ 96,371 million	No debt	Larger size and profitable since 2006.
Ctrip.com International, Ltd. (CTRP US)	Ctrip has generated significant revenue with profit since 2006.	US$ 6,017 million	No debt	Larger size and profitable since 2006.
eBay Inc. (EBAY US)	eBay has generated significant revenue with profit since 2006.	US$ 42,363 million	No debt	Larger size and profitable since 2006.
eLong Inc. (LONG US)	eLong has generated significant revenue since 2006 and was loss-making since 2006 to 2008.	US$ 797 million	No debt	Comparable size and profitability.

The Company respectfully submits to the Staff that the volatility used to calculate the fair value of options granted by the Company was estimated based on the historical stock price volatility of the Guideline Companies over a period comparable to the contractual life of the options. To be specific, the considered period of historical stock price is from July 2006 to July 2011 (the “Period”). Based on its analysis, the Company believes eLong is most comparable to it due to the following factors:

a.eLong’s stage of development over the Period is similar to the expected development of the Company’s business over the forecast contractual life of the option. In particular, eLong was loss-making from 2006 to 2008 and became profitable thereafter. The

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company is expected to be loss-making during the period between 2011 and 2013 and is expected to become profitable thereafter, which is consistent with the historical financial performance and profitability trend of eLong;

b.eLong’s market capitalization is the smallest amongst the Guideline Companies. As of the option valuation date, i.e., July 5, 2011, the market capitalization of eLong was around US$800 million;

c.Compared with intense competition of online group buying service, eLong has confronted with similar intense competition in online product and service industry. In additional, eLong has launched its online group buying services from year 2011.

The Company studied the historical stock price volatilities of the Guideline Companies and did not find that larger company like Ctrip.com has lower stock price volatility than smaller company like eLong. Therefore, in considering the volatility used in the Company’s valuation, for conservative reason, the Company selected the higher of a) the average volatility of the Guideline Companies and b) the volatility of eLong.

Please find summarized below for your reference the average, historical stock price volatility of the Guideline Companies and the historical stock price volatility of eLong as of each option valuation date:

Valuation date	Historical average volatility from guideline companies		Historical volatility of eLong		Selected volatility
February 1, 2011	51	%	46	%	51	%
July 1, 2011	52	%	51	%	52	%

8.As a related matter, please note that we will delay our final assessment of stock based compensation pending inclusion of the estimated IPO price in the filing.

The Company respectfully submits to the Staffs that IPO price range would not be available until shortly before printing of the preliminary prospectus. Once an IPO price range is estimated, the Company will make relevant disclosures and reply to any further comments the Staff might have on the stock based compensation.

Internal Control Over Financial Report, page 74

9.We note your response to prior comment 21; however we do not see where you have added disclosure to explain how the identified material weaknesses impacted the preparation of the financial statements. Please revise or advise.

The Company has revised the referenced disclosure on page 75 in response to the Staff’s comment.

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Results of Operations, page 75

Six months ended June 30, 2011 compared to six months ended June 30, 2010, page 76

Acquisition, page 77

10.We note from your responses to prior comments 24, 27, 28 and 65 that for the acquisitions of Shenyang 19tuan and Jinan0531 you did not include pre-acquisition financial statements or pro forma financial information as the businesses did not commence operations until the third quarter of 2010. Please explain to us how exclusion of these entities complies with Rule 3-05(b)(2) of Regulation S-X, which specifies pre-acquisition financial statements should be furnished for the two most recent fiscal years or such shorter period as the business has been in existence.

The Company respectfully advises the Staff that the Company has added the separate financial statements of Shenyang 19tuan and Jinan0531 in the Revised Registration Statement as well as revised the pro forma financial information on pages 85, 87, 90 and 96 in response to the Staff’s comment.

11.Please explain to us the disclosure at the bottom of page 78 regarding the five acquisitions of businesses you made since December 31, 2010. Explain how these transactions differ from the 16 acquisitions disclosed in the table immediately preceding this one.

The Company respectfully submits to the Staff that the main difference between the 5 acquisitions of businesses and the other 16 acquisitions is that the businesses acquired by Beijing Wowo Tuan through the 5 acquisitions were turned into branch offices of Beijing Wowo Tuan and will be operated by Beijing Wowo Tuan directly, while the businesses acquired through the other 16 acquisitions will be operated by the newly formed entities, as subsidiaries of Beijing Wowo Tuan. The Company has revised the reference disclosure on page 80 in response to the Staff’s comment.

Contractual Obligations and Commercial Commitments, page 81

12.We note from your response to prior comment 26 that you did not have any contractual obligations other than non-cancelable operating leases. Please revise your disclosure to provide your tabular disclosure of contractual commitments in the format required by Item 5.F of Form 20-F. Also note that this information should be as of your latest fiscal year end.

The Company has revised the referenced disclosure on page 82 in response to the Staff’s comment.

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Unaudited Pro Forma Condensed Consolidated Financial Data, page 84

Pro Forma Adjustments, page 89

13.We note from your response to prior comment 31 that you have reflected the acquisitions of Wuxi Yunzhong and Chengdu Beiguo in your pro forma balance sheets as of June 30, 2011. Please explain how you reflected the acquisitions of the noncontrolling interests in your pro forma income statements.

The Company respectfully submits to the Staff that the Company reflected the 100% acquisitions of Wuxi Yunzhong and Chengdu Beiguo as if the acquisitions of 100% interest in Wuxi Yunzhong and Chengdu Beiguo occurred at the beginning of the fiscal year of 2011 in the pro forma income statements.

Related Party Loans and other Payments, page 125

14.Please expand this section to provide the disclosure for the period since the beginning of the company’s preceding three financial years up to the date of the document. See item 7.B of Form 20-F. For example, it appears from your response to prior comment 78 that in July, 2011 Mr. Wang repaid the outstanding loan mentioned in the first paragraph of this section. Please also tell us why the revised disclosure in the second paragraph of this section does not reflect the amount repaid in January, 2011, as mentioned on page 125 of your previous submission.

The Company has revised the referenced disclosure on page 125 in response to the Staff’s comment.

15.We note your response to prior comment 41. Expand your disclosure in the first paragraph of this section to describe the material terms of the underlying transaction. Please also reconcile the disclosure in this section with that on page 80 regarding an advance to a related party of $446,882.

The Company respectfully submits to the Staff that before Mr. Maodong Xu and his wife acquired Beijing Wowo Tuan on December 31, 2010, the business of Beijing Wowo Tuan was very small, and no formal third party payment accounts such as Alipay account was opened under Beijing Wowo Tuan’s name. Beijing Wowo Tuan used Mr. Yuming Wang’s personal Alipay account to collect payment from subscribers. The balance of such payments as of December 31, 2010 was RMB1.8 million (US$273,122). On December 31, 2010, Beijing Wowo Tuan used one of the Alipay accounts of Beijing Baifen Tonglian Information Technology Co., Ltd., or Lmobile, a company controlled by Mr. Maodong Xu, to collect payments from subscribers in the amount of RMB1.2

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million (US$173,760). As these accounts were not under Beijing Wowo Tuan’s name, the aggregate balance of the above mentioned payments in the amount of RMB3.0 million (US$446,882) was treated as due from related parties. The US dollar translations of the initial draft of the registration statement swere made at the exchange rate of RMB6.7603 to US$1.00. The US dollar translations of the Revised Registration Statement were made at RMB6.4635 to US$1.00, the noon buying rate on June 30, 2011, as set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

16.Please expand the third paragraph of this section to disclose the nature of the relationship between you and Baifen Online.

The Company has revised the referenced disclosure on page 125 in response to the Staff’s comment.

Consolidated Statements of Cash Flows, page F-9

17.We note your response and revisions in response to prior comment 54. We further note from your disclosures on pages F-24 — F-25 and F-28 that as of December 31, 2010 there was 5409,091 payable for business acquisitions. Please revise your statement of cash flows to disclose this non cash investing activity in accordance with FASB ASC 230-1050-3.

The Company has revised the statement of cash flow on page F-10 by adding disclosure of payable for business acquisitions as one of the non-cash investing activities in response to the Staff’s comment.

Note 1 — Organization and Principal Activity, page F-11

18.We note your response to prior comment 55. Similar to your response, please revise your disclosures to indicate clearly how the fair value of the shares you issued in this transaction was determined.

The Company respectfully submits to the Staff that the Company has revised the referenced disclosure on pages F-12 and F-48 in response to the Staff’s comment.

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19.We note your response to prior comment 58. We note that the group buying industry in China is relatively new and competition is intense. We further note that Beijing Wowo Tuan has a very limited operating history. Given these factors, it remains unclear how you determined that the useful life of the acquired trade name/domain name is 10 years. Please provide us with your detailed analysis supporting the useful life of 10 years.

The Company respectfully submits to the Staff that it has applied the estimated useful life of 10 years after taking into account of the legal life and the economic life of the trade name / domain name.

a.In China, the legal protection for a trade name / domain name upon registration with relevant government authority is 10 years and normally the cost to renew a registration for another 10-year period is immaterial.

b.The Company notes that the group buying industry in China is relatively new and competition is intense and most of the companies in the industry will be liquidated or acquired in the short term because of funds shortage. However, the Company believes that trade name / domain name is important and valuable from a long-term perspective.

It is quite common that a group buying business has strong trade name / domain name recognition and/or with stable / growing customer relationship to generate revenue. The Company believes that trade name / domain name is an important and essential way for a company to differentiate itself from others in online group buying industry and to obtain customers. According to the 2010 industry report issued by Baidu data research center, over 40% of users in China locate websites for online group buying services through searching the trade name / domain name directly and the customers pay more attention to the quality of goods and services provided, which is a process to build up the trade name / domain name recognition.

Furthermore, the Company believes that most companies in the industry will be acquired and liquidated in the short term because of funds shortage. Therefore, well-recognized trade name / domain name are valuable because of their ability to attract customers, even if the business itself has going concern problem.

With consideration of the facts that the companies acquired by the Company have built up trade name / domain name recognition in local markets, the Company believes that the trade name / domain name is valuable from a long term perspective. However, the value of these trade name / domain name will diminish over their contractual years if they are acquired for defensive use without sustaining stable / growing customer relationship.

Based on the analysis above, the Company has applied the estimated economic life of 10 years for trade name / domain name so as to reflect the period during which the Company can receive benefits related to these trade name / domain name by preventing other market participants from realizing any value from these trade name / domain name.

For reference purpose, the Company also performed sensitivity test on the effect of economic life assumption to the annual amortization amounts. For an economic life assumption of 10 years (which the Company currently uses in its valuation), the fair value of the trade name / domain name of Wowo Limited is US$380,000, with an annual

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amortization of around US$38,000 per year with the 10 years useful life estimation. With a shorter economic life assumption of 5 years, the fair value of the trade name / domain name is around US$200,000, with an annual amortization of around US$40,000 per year with the 5 years useful life estimation. Based on the above sensitivity test, the economic life assumption would not have any material impact on the annual amortization amount.

The VIE Arrangement, page F-13

20.Please tell us why you believe each of the control and economic benefits agreements are enforceable under PRC and local law. If you consider this enforceability conclusion to be a significant consolidation judgment and/or assumption please revise your disclosure accordingly. We refer you to ASC 810-10-50-8.

The Company respectfully submits to the Staff that Commerce & Finance Law Offices, the PRC legal counsel of the Company, has opined that the contractual arrangements entered into between the PRC subsidiary of the Company, the PRC consolidated affiliated entities and their shareholders constitute valid, legal and binding obligations enforceable against each of them in accordance with the terms of each of the contractual arrangements. Such opinion has been addressed in the opinion of Commerce & Finance Law Offices regarding certain PRC legal matters previously filed as Exhibit 99.2. Therefore, after taking into consideration of the legal advice from Commerce & Finance Law Office, the Company believes that each of the control and economic benefits agreements is enforceable under PRC and local law and no judgment and/or assumption is involved in this enforceability conclusion.

Note 2 — Summary of significant Accounting Policies, page F-17

Revenue recognition, page F-17

21.We note your response to prior comment 60. Please address the following:

·For GEM units deployed at merchant locations, please clarify who has title to the units.

The Company respectfully submits to the Staff that the Company owns the titles of the GEM units.

·Tell us how you plan to depreciate the GEM units, including your estimate of the useful life of the units and where you intend to classify the related depreciation expense.

The Company further respectfully submits to the Staff that for the six months ended June 30, 2011, there is no depreciation of the GEM being recorded as the Company started to deploy GEM units at merchant clients’ locations in the third

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quarter of 2011. The Company plans to start depreciating the GEM units over an estimated useful life of 5 years, and will include the related depreciation expenses into cost of sales.

· Provide us with a walkthrough of a typical agreement with a merchant whereby the merchant will obtain a GEM unit. Discuss at what point in the process the merchant receives the GEM unit in relation to the commencement of the group buying offer. Discuss how long the merchant retains the GEM unit and when the merchant is required to return the unit to you.

The Company respectfully submits to the Staff that in order to enhance the satisfaction of subscribers’ group buying experience of Wowo Coupon, the Company deploys at certain merchant clients’ locations the GEM units, including a table-top hardware device (a numerical key board, a two-dimensional barcode reader, a touch screen and a small printer) and a web-based application. Prior to featuring a group buying offering on Wowo Tuan, the Company determines whether to install the GEM unit at the merchant client’s locations based on factors such as size of the group buying offering, merchant reputation and the geographic distribution of its stores, and expected frequency of redemption.

Below is a detailed recount of a typical agreement with a merchant client in relation to the installation of a GEM unit:

During the contract period of GEM units (“GEM Contract Period”) - The merchant client is required to sign a security agreement with the Company upon deployment of the GEM units at such merchant client’s locations for GEM Contract Period. The Company’s technical team will install the GEM units prior to the featuring of the group buying offering on Wowo Tuan. When a subscriber purchases a Wowo Coupon, an SMS message is sent to the subscriber’s mobile phone. The message contains coupon information, the description of the goods or services purchased, a two-dimensional barcode and a back-up security code. The subscriber can redeem the Wowo Coupon at the merchant client’s location simply by swiping the two dimensional barcode on the GEM unit and the coupon verification can be completed within seconds. Without the GEM system, the subscriber may wait in line for a long time while the cashier verifies the coupon security code with the Company.

After GEM Contract Period - The Company will retrieve the GEM units from the merchant clients upon expiration of the GEM contract, usually three months.

Currently, merchant clients do not pay the Company any fees for the use of the GEM units.

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22.We note that merchants can utilize the GEM units to verify Wowo coupons. Please tell us how merchants that do not have a GEM unit verify Wowo coupons.

The Company respectfully submits to the Staff that merchant clients without GEM units may use the Company’s website by logging into the Company’s website and entering the merchant name and coupon password or make phone calls to the Company’s call center to verify Wowo Coupons.

23.We note your response to prior comment 61. In order to help us further evaluate your basis for presenting revenue on a gross basis, please address the following:

·Summarize for us and provide proposed disclosure (for inclusion in the appropriate sections of your registration statement), that clearly delineates the rights and obligations of the parties in both the agreement between the purchaser of a group-buying offer and Wowo and the agreement between Wowo and the merchant that provides the discounted service to which the owner of a group-buying offer is entitled.

The Company respectfully submits to the Staff that the Company believes it is the primary obligor in the transactions based on the rights and obligations of the parties in both the agreement between the purchaser of Wowo Coupon and Wowo Tuan, which provides for the terms and conditions of a Wowo Coupon, and the agreement between Wowo Tuan and the merchant client, which specifies the terms and conditions of the discounted goods or services to be provided by the merchant client. Basically, the role of Wowo Tuan is to offer the group buying deals to the purchasers by featuring them on Wowo Tuan and ensure they are satisfied with the service provided. The Company makes selection of the local merchants, determines the service specification, designs the package to be provided to coupon purchasers from the merchant’s set menu, determines the offering price based on various factors, publishes the related Wowo Coupon on Wowo Tuan, guarantees the goods or services are provided or delivered upon redemption, handles customer inquiry and makes refund to the purchasers for unsatisfied goods or services or for unused Wowo Coupons. To attract subscribers to Wowo Tuan to make their purchase, the Company engages more than 3,000 merchant consultants based in over 100 cities in China, who visit a number of local merchants on a daily basis to source group-buying deals.

Pursuant to the agreement between the purchaser of a Wowo Coupon and Wowo Tuan, the rights of Wowo Tuan are to collect the payment from the purchaser, to decide the limit-to-purchase quantity for a group-buying offer, and to modify the posted information on its website from time to time. The obligations of Wowo Tuan are to guarantee the information on the goods or services featured on Wowo Tuan is true and fair, to issue Wowo Coupon to the purchaser, and to make refund

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to purchasers for unsatisfied goods or services or for unused Wowo Coupons.  The rights of the purchaser are to receive the relevant Wowo Coupon from Wowo Tuan, and to request Wowo Tuan to refund for unsatisfied goods or services or for unused Wowo Coupons. The obligations of the purchaser are to make payment for purchased Wowo Coupons.

Purchasers of Wowo Coupons are entitled to receive specified goods or services from local merchants by redeeming Wowo Coupons with such local merchants. In case a purchaser is unsatisfied with the goods or services received, such purchaser may ask for a refund from Wowo Tuan, no matter whether the local merchant who provided the goods or services agrees with the refund or not. Based on the Company’s past experience, such refund claims are insignificant compared to Wowo Tuan’s revenues. Prior to August 1, 2011, the purchaser may request a full refund for unused Wowo Coupons from the Company without time limitation. On August 1, 2011, the Company adopted and published a new return policy which applies retroactively to Wowo Coupons previously sold. Pursuant to the new policy, if a Wowo Coupon is unused upon expiration, the purchaser may ask for a full refund within 20 days of expiration. If an unused coupon is not claimed for refund by the purchaser within 20 days after the expiration of the redemption period, the Company will not offer refund. The Company does not share proceeds from any unused and unclaimed Wowo Coupons with the local merchant.

Pursant to the agreement between Wowo Tuan and the merchant client, the rights of Wowo Tuan are to select the merchant, to determine the listing price, to request the merchant to provide agreed goods or services to purchasers of the corresponding Wowo Coupon, and the obligations of Wowo Tuan are to determine the service specifications, to provide the merchant with the actual number of coupons sold and related coupon information after completion of a group-buying offer on Wowo Tuan, to make payments to the merchant client based on the agreed payment term and actual number of redeemed coupons. The Company may deduct related cost of a refund from the settlement payment if the local merchant agrees with such refund. If the local merchant does not agree with the refund, Wowo Tuan still makes refund to the purchaser to ensure superior subscriber experience. The rights of the merchant are to collect the payments from Wowo Tuan based on the agreed payment term and actual redeemed coupons, and the obligations of the merchant are to provide the required information, such as a copy of business license to Wowo Tuan, to provide the detailed information for the goods or services, to verify and accept the Wowo Coupons, to provide the agreed goods or services to purchasers of the corresponding Wowo Coupon, and to provide invoices to purchasers upon requests.

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On a typical day, the Company’s merchant consultants visit a number of local merchants to source group buying deals. It is the Company’s sole discretion to select local merchants for group buying deals. The merchant consultants educate potential local merchant clients on the benefits of group buying deals and enlist qualified local merchants to try the Company’s service. Given that many local merchants have no prior experience in group buying offerings, the merchant consultants will pick items from the local merchant’s service menu and design a package that is attractive to Wowo Tuan’s subscribers. It is the Company’s discretion to determine the service specification offered through the Company’s website. If a potential group buying deal is approved for listing on Wowo Tuan by the Company, the Company signs a contract with the local merchant which includes details such as description of goods or services offered, settlement price, settlement schedule and other typical commercial terms. The Company, usually through a city manager, determines the listing price of each group buying deal (or price per Wowo Coupon) on Wowo Tuan based on factors such as potential demands, average market prices for similar offerings, the Company’s internal gross margin guideline which varies by sectors and may change overtime according to the Company’s strategy, and other competitive offerings during the same time period. It is the Company’s sole discretion to determine the Wowo Coupon’s offering prices. The Company then informs the local merchant the listing price on Wowo Tuan and timing of the listing. No merchant consent is needed according to the agreement with the local merchant. However, the Company does not price the deal in a way (such as at an extremely high price) that may not be beneficial to the Company and the local merchant. Typically, the listing price per Wowo Coupon is approximately one to ten percent above the settlement price the Company pays the local merchant. For group buying deals of services, the purchasers need to go to the local merchant’s location to redeem the Wowo Coupons and receive specified services. For group buying deals of goods, which currently only account for a small percentage of the Company’s sales, the Company contacts the supplier (typically a manufacturer or a wholesaler) to deliver the goods directly to the purchasers or via the Company’s contracted third-party express delivery service companies. The Company pays the merchant clients upon verification of delivery notices.

If the local merchant agrees with the refund, Wowo Tuan may deduct the related cost of refund from the settlement payment. If the local merchant does not agree with the refund, Wowo Tuan still makes refund to the purchaser to ensure superior subscriber experience.

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·Provide additional information and analysis to address whether Wowo is responsible for the acceptability of the service provided by the merchant to the owner of the group-buying offer.

The Company is responsible for the acceptability of the goods or services provided by the merchant to purchasers of Wowo Coupon. Based on the contract between the Company and the local merchants, the local merchants provide goods or services as described on the corresponding Wowo Coupons. If a subscriber is not satisfied with the goods or services provided by the merchant when redeeming the Wowo Coupon, the subscriber may request a full refund from the Company. The Company negotiates with the merchant to request guarantee for goods or services with acceptable quality in the future. If negotiation with the merchant is unsuccessful, the Company has the option to terminate the contract with the local merchant pursuant to the contract terms and notify subscribers who have not redeemed the relevant Wowo Coupons with such local merchant to contact the Company for full refunds.

·Clearly describe to us the payment arrangements with the merchants that provide the discounted service to which the owner of a Wowo coupon is entitled. Clearly describe the various milestones that must be met for each payment and the associated payment percentage.

Typically, a new group buying offering deal will be featured on Wowo Tuan for four to seven days, after which period the Company will make the first payment to the local merchant typically in the amount of 20% to 50% of the total settlement amount. Pursuant to the agreement, the merchant is not obliged to return any overpayment to the Company if upon the expiration of the redemption period the settlement amount of the total Wowo Coupons actually redeemed is less than the initial payment amount paid to the merchant. If the merchant refuses to pay the Company back, the Company also bears any refund cost to the purchasers.

After 80% of Wowo Coupons of the group buying deal have been redeemed with the local merchant, the Company will make a second payment to the merchant the amount of which equals to the number of Wowo Coupons redeemed multiply by the settlement price per coupon (i.e. 80% of the full settlement amount), less the first payment.

The third and final payment will be made by the Company after the expiration of the redemption period based on the actual number of Wowo Coupons redeemed, less any refunds paid by the Company and agreed with by the merchant. Occasionally, if the local merchant has a strong brand or is a nationwide service provider, the Company may agree to pay the local merchant a percentage of estimated total gross billing in advance upon contract signing. Such advanced payment will allow the local merchant to start to provide the goods or services as soon as the group buying deals is featured on Wowo Tuan. Payment for redeemed coupon will be offset against the pre-payment to the local merchant.

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If a group buying deal is cancelled because the quantity sold was below the minimum threshold, the Company does not pay the local merchant.

·Although you provide refunds to customers, tell us if there are terms or conditions in the arrangements with customers that could provide you with legal basis for not making such refunds. In this regard, please specifically address whether you are obligated to provide refunds to purchasers of group-buying offers if they are not satisfied with the services.

The Company respectfully submits to the Staff that there is no legal obligation for the Company to provide such refunds to subscribers when the service on which the group buying deal is offered is not acceptable to the subscriber upon coupon redemption. Nonetheless, the Company published a Wowo service commitment on Wowo Tuan which guarantees full refund if a subscriber is unsatisfied with the merchant goods or services when redeeming the Wowo Coupon.

·Quantify the amounts that have been refunded back to subscribers to group-buying offers through June 30, 2011 by you for unsatisfactory services provided by the underlying merchant. Please also quantify the amount that was recovered from merchants for unsatisfactory services.

The Company respectfully submits to the Staff that the total amount of refund made due to unsatisfactory goods or services for the six months ended June 30, 2011 is US$1,410 with zero balance recovered from merchants because historically, the Company has not requested any reimbursement from merchant clients for refund after the full settlements.

24.Further, without limiting your response, please clarify the rights and obligations of the three parties involved in the following circumstances:

The Company respectfully submits to the Staff that:

·When a group-buying offer is sold and the customer attempts to redeem it following the expiration of a promotion period,

Merchant will not accept redemption after the expiration of the redemption period. It is the Company’s responsibility to provide refund to purchasers for unredeemed Wowo Coupon based on the then-applicable return policy. Prior to August 1, 2011, a purchaser may request a full refund for unredeemed Wowo Coupon from the Company without any time limitation. On August 1, 2011, the Company adpoted a new return policy which is applied retroactively from August 1, 2011 for any unredeemed Wowo Coupons. Pursuant to the new policy, a purchaser can only claim refund for unredeemed Wowo Coupon within 20 days after the expiration of the promotion period.

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·When a group-buying offer is sold and redeemed but the customer requests a refund because of an unsatisfactory experience with the merchant,

According to the rules published on Wowo Tuan, a purchaser needs to make the claim for refund for unsatisfactory experience with the Company’s customer service within 24 hours after the Wowo coupon is redeemed. The Company will immediately contact the local merchant to understand the nature of the claims made by such purchaser. The Company will make full refund to the purchaser regardless whether the merchant agrees with the refund or not. If the refund claim is agreed with by the local merchant, the Company will deduct the relevant fees from the final settlement payment to the local merchant. If the refund claim is not agreed with by the local merchant, the Company will have to bear the cost of the refund as part of its commitment to superior user experience. If the service quality is in question, the Company will negotiate with the merchant to request guarantee for services with acceptable quality in the future; if the negotiation with the merchant is unsuccessful, the Company has the option to terminate the contract with the local merchant pursuant to the contract terms and notify purchasers who have not redeemed the relevant Wowo Coupons with the local merchant to contact the Company to receive a full refund.

·When a group-buying offer is sold but the customer requests a refund of an unused group-purchase offer during the promotion period (i.e., change of mind),

The Company will provide full refund to such claims with no question asked. Because payment to the merchant is based on actual coupons redeemed and the final settlement is made after the expiration of the promotion period, such reclaimed refunds do not affect the amount of payment made to the merchant which is based on actual coupon redemption with such local merchant. Pursuant to the agreement, the merchant is not obliged to return any overpayment to the Company if upon the expiration of the redemption period the settlement amount of the total Wowo Coupons redeemed is less than the initial payment amount paid to the merchant. If the merchant refuses to pay the Company back, the Company also bears any refund cost to the purchasers.

·When a group-buying offer is sold but the customer requests a refund after the promotion period,

For unused Wowo Coupon, the purchaser may request a full refund for unused Wowo Coupon from the Company without time limitation prior to August 1, 2011. On August 1, 2011, the Company adopted a new return policy which was applied for all unredeemed Wowo Coupons, including those Wowo Coupons sold prior to August 1, 2011. As a result, a purchaser can only claim refund for

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unredeemed Wowo Coupon within 20 days after the expiration of the promotion period after which the Company does not provide refund to purchasers for unused Wowo Coupon pursuant to the rules published on Wowo Tuan.

·When a group-buying offer is sold but the merchant does not honor the group-purchase offer voucher (i.e., in bankruptcy),

The Company will terminate the contract with the local merchant pursuant to the contract terms, and will notify subscribers to contact the Company for a full refund.

·When group-buying offers are sold but redemptions are less than the number of customers committed to a merchant, and

The typical threshold of a group buying deal is ten coupons. In case less than ten coupons were sold, the Company may cancel the contract and refund all coupon payments to the subscribers without any further obligations to the subscribers or the merchant. However, the Company has never experienced such situation because the local merchants consider a featured deal on Wowo Tuan as free advertisement for them to the Company’s subscribers even if no Wowo Coupons on the deal are sold. Pursuant to the agreement, the merchant is not obliged to return any overpayment to the Company if upon the expiration of the redemption period the settlement amount of the total Wowo Coupons redeemed is less than the initial payment amount paid to the merchant.

·When a Wowo coupon is fraudulently redeemed.

In case of fraudulently redemption, the Company has the responsibility unless it can be clearly proven that the merchant had participated in the fraudulent scheme, in which case the Company may seek legal recourse. The Company will continue to improve its system to prevent fraudulent redemption in the future.

As appropriate, please ensure that your disclosures are sufficiently robust to address the above situations and circumstances.

The Company has made the appropriate disclosure for the above mentioned fact in response to the Staff’s comment.

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25.Please provide us with a detailed summary of a typical merchant agreement. Please also provide us with a detailed summary of your agreement with purchasers of group-buying offers. If no such agreement exists, please provide us with a detailed summary of the terms and conditions purchasers of group-buying offers must agree to prior to purchasing a Wowo coupon (i.e., user terms of service).

Certain key terms of a typical merchant agreement is summarized as follows:

·Fee settlement:

The Company features the merchant’s goods or service information on Wowo Tuan and determine the price of such goods or service. After the offering period of a group buying deal ends, the Company will pay the merchant 50% of the total sales which equals to the actual sales number times the price settled with the purchaser (“settled price”). When the redemption number reaches 80% of the actual number of Wowo Coupon sold, the Company will pay the merchant the balance of the real consumption which equals to the actual consumption number times the settled price, subtracting the initial payment to the merchant within one business day. Within five business days after the expiration day of group buying coupons, the Company will pay the merchant the remaining balance based on the total actual number of redeemed coupons.

·The Company’s rights and obligations are as follows:

The Company will feature merchant’s product information on its website. The exact featuring date will be notified to the merchant by the Company in advance. If the group buying is successful, the Company will provide the merchant the relevant data, i.e. coupon verification number, which will be used to accept and verify group buying subscriber information and the real sales number. In order to promote a merchant’s product, the Company can use available online media to advertise the merchant’s product. The Company will confirm with the merchant when the featuring page is online.

·The merchant’s rights and obligations are as follows:

The merchant will not cooperate with other group buying businesses and will not terminate the cooperation with the Company within 30 days after signing the Corporation Agreement (the “Agreement”). The merchant needs to provide the Company with business certificate and related licenses. After signing the Agreement, the merchant needs to provide launching material and physical sample to the Company for free. The materials, samples and related information must be legal. The sample should be the same with those products to be offered to group buying subscribers and should meet the standards of the state and the industry. The materials and group buying products are subject to laws and regulations of China and shall not violate the rights and intelligent property of any third party. The merchant will guarantee that during the period of group buying, the group buying price is lower than any price published on the current market. At the same time, the merchant shall not sell the product at the same price offered to the Company. The merchant shall provide invoice in line with the price used in group buying deal.

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Certain key terms and conditions that purchasers of group-buying offers must agree to prior to purchasing a Wowo Coupon are summarized as follows:

The purchaser accepts price of coupon and limit-to-purchase quantities when purchase group-buying products, and accept usage limit, the terms and conditions, as well as other rules and instructions publicized in the Company’s website. Typically, the purchaser is entitled to ask the merchant to issue formal invoice with the sufficient amount based on the consumption of Wowo Coupon. Sufficient amount means the amount of coupons, the Company is not obliged to issue any invoices to the purchaser and is not responsible for invoice-issuing by the merchant. The purchaser can request refund from the Company for unsatisfied goods or services.

The Company has submitted the English translation of its form merchant contract as Annex C and user terms of service as published on Wowo Tuan as Annex D to this letter.

26.We note your disclosure on page 97 that the group-buying offers must meet a certain predetermined minimum threshold in order to be deemed successful. Please provide us with additional details regarding this minimum threshold, including a discussion of the typical minimum threshold quantity, who determines the minimum threshold and what the rights and obligations of each party are should the minimum threshold not be attained.

The Company respectfully submits to the Staff that the typical minimum threshold of a group buying deal is ten coupons, which is the industry practice of group buying business in China. In case less than ten coupons were sold, the Company may cancel the contract and refund all coupon payments to the purchasers without any further obligations to the subscribers or the merchant. In rare cases when the Wowo Coupons were sold but redemptions are less than the threshold number of subscribers committed to the merchants, the merchants agreed to the payment settlement based on the actual number of Wowo Coupon redeemed. Typically, the Company does not guarantee any minimum payment to the local merchants in the contract.

27.We note from your response to prior comment 61 that you believe you have discretion in the selection of a supplier. Explain how this conclusion considers the fact that a subscriber purchasing a group-buying offer is required to redeem the offer at the specific merchant indicated and is not able to take the Wowo coupon to a separate supplier.

The Company respectfully submits to the Staff that the Company has the discretion to select the merchant and the group buying deals to be featured on Wowo Tuan. The subscribers may only redeem the Wowo Coupons purchased pursuant to the terms and conditions set out on the coupon, such as name of the merchant, location, blackout days,

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and redemption period, which is determined by the Company and the merchant pursuant to the contract negotiation.

28.We note from your response to prior comment 61 that you believe you are the primary obligor in the arrangement in connection with group-buying deals for services. Please provide us with additional analysis to support your conclusion. In this regard, it appears from the descriptions provided that the merchants are responsible for providing the services under the group-buying offers whereas your role is to provide the merchant with access to your customer base and to provide advisory, advertising and marketing services. In this regard, we note your statement that you provide “advisory services” to local merchants in determining the services to be provided. However, it appears that the merchant is ultimately responsible for determining the services to be offered and is also ultimately responsible for providing the services.

The Company respectfully submits to the Staff that although it is the merchants who are responsible for providing the service under the group-buying offers, based on the analysis in responses to comment 23, the role of the Company is to sell the group-buying experience to the purchasers and ensure they are satisfied with the service provided. The Company makes selection of the local merchants, determines the service specification, designs the package to be provided to the purchaser from the merchant’s set menu or tariff, determines the offering price based on different factors, publishes the related Wowo Coupon on its website, guarantees the goods or services are provided or delivered upon redemption, handles customer inquiry and makes refund to the purchasers for unsatisfied goods or services or for unused Wowo Coupons. Based on the facts listed above, the Company believes it is the primary obligor in the transaction. The merchants will only provide the required services based on the pre-agreed specification determined by the Company.

29.We note from the case study described on pages 101 and 102 of the registration statement that in connection with the Tianjin offer, you did not generate any gross profit on this deal. Please explain to us in greater detail the circumstances surrounding this offer that resulted in you not receiving any gross profit. Tell us whether these zero margin offers are a common practice and the underlying reasons why you provide such zero margin offers.

The Company respectfully submits to the Staff that zero and negative margin offerings are occasionally used to attract new subscribers and encourage more active participation among its subscribers. Such deals are limited to low-priced, frequently purchased service offerings such as deserts, movie tickets, and small food items. It is similar to promotional marketing for new customer acquisition. The Company typically puts a limit on the number of Wowo Coupon each subscriber can purchase for such offering. Going forward, the Company expects such zero or negative margin promotions will become even less frequent as its subscriber base becomes larger and the target average gross margin level

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set forth in its internal guideline continues to increase. The Company has removed the referenced case study as it is not representative of the Company’s typical group buying deals.

Rewards program, page F-17

30.We note your disclosures here regarding credits issued to subscribers for referring new subscribers or participating in promotional offers. You state that you accrue the costs related to the associated obligation to redeem the award credits granted at issuance with the corresponding offset to revenue on the statement of operations. Please address the following:

·Tell us how you determine the amount to record for the credits issued.

·Tell us how you account for the subsequent redemption of the credits.

·Discuss the material terms of the credits, including what obligations you have should the user not purchase additional group-buying offers through your website.

·Please refer to ASC 605-50-25-3 and tell us why you believe that any balance sheet recognition is appropriate when credits arc first issued.

The Company respectfully submits to the Staff that the Company encourages the existing subscribers to refer new subscribers to Wowo Tuan and purchase Wowo Coupons. An existing subscriber will receive 10 credits, equals to RMB10 in value, for each new subscriber that the existing subscriber refers to Wowo Tuan when the new subscriber makes purchase of Wowo Coupon successfully. The 10 credits have no expiration date and can only be used in the following coupon purchase by the existing subscriber. If the existing subscriber does not make any additional purchase with Wowo Tuan, the 10 credits cannot be redeemed in cash.

When the existing subscriber invites a new subscriber, no journal entry is recorded. However, the system will link the referral existing subscriber and the new subscriber. When the new subscriber successfully makes the purchase of Wowo Coupon, for example for a purchase of a Wowo Coupon at RMB100, the system will automatically issue the 10 credits to the referral existing subscriber. At this stage, the Company records the following journal entry:

Debit — Cash	100
Credit — Revenue	90
Credit - Advance from rewards to customers	10

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Next time, when the referral existing subscriber makes a purchase of Wowo Coupon, for example for the purchase of a Wowo Coupon at RMB50, by using the 10 credit, the Company records the following journal entry:

Debit - Cash	40
Debit — Advance from rewards to customers	10
Credit — Revenue	50

The Company recognizes this credit as a reduction of revenue when the credits are issued as the date at which the related revenue is recognized by the Company and the date at which the credit is offered are the same.

Acquired intangible assets, net, page F-18

31.We note your response to prior comment 67. We note that many of the acquired group buying businesses has limited operating history, the group buying industry in China is relatively new and competition in the group buying industry is intense. We further note that the domain names acquired appear to be used simply to redirect users to your primary site, 55tuan.com. As such, it is unclear how you determined that the useful life of the acquired trade name/domain name is 10 years. Please explain to us in greater detail why you believe you will continue to receive benefit from the acquired trade names and domain names for 10 years. In this regard, in light of the very limited operating history of the sites, explain why you believe other parties would seek to utilize the domain names over the 10 year period absent your acquisition of the domain name such that this would qualify as a defensive intangible asset.

The Company respectfully refers the Staff to the response to comment 19 for detailed explanation related to the useful life of 10 years.

In additional, the Company noticed that its competitors expanded their business to second tier cities in the first half of 2011. It is quite common for business expansion to be achieved by acquisitions in the online group buying industry because of the cost saving on marketing activities and better understanding of local market, as Groupon has done. Taking into consideration the facts that the companies acquired by the Company have built up trade name / domain name recognition in local market, the Company believes that it is highly possible that such companies are attractive to the Company’s competitors as targets of business expansion.

32.Further to the above, please tell us more about how you determined the valuation of the domain name intangible assets. Explain the valuation method used and the significant underlying assumptions. As it relates to domain names that are used to

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redirect users to your primary website, please explain how you determined the estimates of future cash flows relating to the acquired domain name.

The Company respectfully submits to the Staff that the fair values of the acquired domain names were determined using a form of the income approach known as the relief-from-royalty method under market participant perspective which means that the domain name can continue to be used by other market participants without redirection. This method recognizes that, because it owns the domain names rather than licensing them, a company does not have to pay a royalty, usually expressed as a percentage of sales, for their use. The present value of the after-tax cost savings (i.e., royalty relief) at an appropriate discount rate indicates the value of the domain names.

The first step in the relief-from-royalty method is to estimate a fair royalty rate for the subject domain name. The Company employed the earnings split method to estimate the royalty rate. This method uses the projected pretax profitability rate relevant to the licensed income stream as the profit that would be shared by a licensor and licensee and, as a starting point, assigns 25% - 33% of pretax profitability rate to the licensor, with the remaining profit going to the licensee. For valuation of the domain names of the acquired companies, the Company considered a pre-tax gross royalty rates ranges from 0.8% to 2.3% (equivalent to 25% of Earnings before Income Tax (EBIT) margins.)

The second step is to determine the revenue base. The future revenue of each acquired company is forecasted on a stand-alone basis, under which the market participants generate revenues from running the online group buying services using the trade name / domain names and with consideration of the growth of the economy and the industry.

Thereafter, the estimated royalty savings over the economic life of trade name / domain name were discounted with appropriate discount rate to derive the fair value of the trade name/domain name. The discount rates considered ranged from 29% to 36%, derived by the Capital Asset Pricing Model with consideration of the nature and specific risk premium of trade name / domain name.

Impairment of intangible assets with definite life, page F-18

33.Please clarify your reference to “annual impairment tests” in the second paragraph of this section.

The Company has revised the referenced disclosure on page F-19 in response to the Staff’s comment.

Note 3 — Segment Information, page F-24

34.We note from your response to prior comment 24 that your business is organized and monitored on the basis of geographic locations but that the only available financial

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information is limited to revenue and no discrete financial information of each geographical location is available. However, we note your disclosures on page F-35 and elsewhere in the registration statement that certain parties have been granted share options of the Company with a performance condition based on the revenue and gross margins generated from the operation of certain group buying businesses. As such, it appears that you have certain discrete financial information beyond revenues available for certain of your group buying businesses. Please explain how you have considered these factors in reaching a conclusion that you have just one operating segment.

The Company respectfully submits to the Staff that the performance conditions are based on revenues only for the employee stock options issued on February 1, 2011. Although in the batch of employee options issued on February 1, 2011 the Company included a gross margin objective, the Company does not plan to use such objective as a performance condition for the options due to the rapid decline of industry average gross margin in early 2011. The Company did not include any performance conditions in the later employee option awards.

During the six months ended June 30, 2011, the Company was in the process of integrating the acquired new business / entities. Starting from July 2011, the Company restructured its internal financial information by sales districts. Each of these sales districts includes certain cities. The Company divides the 146 cities in which it operates into 13 sales districts for management purpose. On average, there are approximately 8 city managers reporting to a district manager, and the 13 district managers report to headquarter sales management team and CEO. The Company may change its sales organizational structure from time to time based on the number of cities it operates to enhance management efficiency. For example, recently, due to employee turnover, the Company re-organized the previous 15 sales districts nationwide into 13 sales districts. In addition, the Company has merchant contracts across multiple sales districts with merchants who have nationwide franchises. However, the Company does provide guideline of Wowo coupon gross margin, which is based on the Wowo Coupon sales minus the Wowo coupon settlement price with the merchant, to each city manager on a monthly basis, which is determined based on facts such as local competitive environment, maturity of the local operations, and the operational objectives of the management.

Although the Company is able to derive majority of the revenue per city internally, the analysis by city is only available at the revenue level with no allocation of direct or indirect costs. Since all sales districts use the same website to sell the coupons, and share the same management team and call center services, no discrete information for each city is available below the revenue line. However, the direct or indirect costs mentioned above is able to be allocated to sales district, thus discrete financial information is available at sales district level, which combine many cities.

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As shown in the table below, operating results of the Company’s 13 sales districts were presented to the chief operating decision maker (“CODM”) on a monthly basis for his review. The Company respectfully advises the Staff that, in determining whether these 13 sales districts can be aggregated into one reportable segment, it has considered the aggregation criteria in ASC 280-10-50-11, which states that if the segments have similar economic characteristics, and if the segments are similar in all five of the non-economic areas therein mentioned, two or more operating segments may be aggregated into a single operating segment. The Company believes that since these 13 sales districts have similar economic characteristics and all the five criteria are met, the sales districts are aggregated into one reporting segment.

The Company has also considered the revenue and gross margin from each sales district as the key economic characteristics that the CODM focuses in evaluating performance and allocate resources, which should therefore be considered for these 13 sales districts in determining whether they have similar economic characteristics.

The Company has summarized below the revenue and gross margin from each sales district in September 2011 and the third quarter of 2011, which clearly shows the similarity among sales districts on the key economic characteristics.

	Revenue Sept. Actual	Gross Margin Sept. Actual	GM %
Sales District	in RMB	in RMB	Sept. Actual
Beijing	12,178,142	692,280	5.68	%
Changsha	4,042,258	201,945	5.00	%
Chengdu	10,873,392	562,938	5.18	%
Haerbin	4,150,211	137,622	3.32	%
Jinan	6,966,539	374,035	5.37	%
Nanchang	2,384,269	73,169	3.07	%
Nanjing	25,988,030	940,722	3.62	%
Qingdao	25,187,546	1,208,946	4.80	%
Shanghai	6,903,957	261,391	3.79	%
Shenzhen	22,938,206	1,274,163	5.55	%
Tianjin	10,827,944	315,337	2.91	%
Wuhan	8,088,842	348,706	4.31	%
Xian	4,859,819	317,339	6.53	%
Total	45,389,156	6,708,593	4.61	%

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	Revenue	Gross Margin
Sales District	Third Quarter Actual in RMB	Third Quarter Actual in RMB	GM % Third Quarter Actual
Beijing	29,372,183	1,764,550	6.01	%
Changsha	7,229,930	349,395	4.83	%
Chengdu	26,554,868	1,453,794	5.47	%
Haerbin	4,150,211	137,622	3.32	%
Jinan	12,298,064	567,576	4.62	%
Nanchang	11,592,758	267,290	2.31	%*
Nanjing	73,143,461	1,541,998	2.11	%*
Qingdao	70,850,342	2,939,559	4.15	%
Shanghai	15,511,133	320,194	2.06	%*
Shenzhen	46,660,199	2,476,128	5.31	%
Tianjin	31,867,068	280,702	0.88	%*
Wuhan	26,170,330	775,299	2.96	%
Xian	13,820,094	842,239	6.09	%
Dalian	16,514,439	232,076	1.41	%*
Guangzhou	22,781,797	593,908	2.61	%
Chongqing	2,449,697	84,557	3.45	%
Total	410,966,576	14,626,887	3.56	%

* For these sales districts, the gross margin is relatively lower than other sales districts as the Company adopted the low margin penetration policy in these areas during July and August, 2011.

The Company understands that each sales district could meet criteria of an operating segment according to ASC 280-10-50, “Segment Reporting- Overall- Disclosure”, and could potentially be considered as a separate operating segment.

However, based on the aggregation rules under ASC 280-10-50-11, the Company believes that all its sales districts within PRC are expected to have similar long-term financial performance, as they have similar economic characteristics and are similar in all of the following areas:

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a.The nature of the products and services

The Company’s revenue is primarily derived from the sale of group buying coupons of life-style goods or services provided by local merchant clients such as restaurants, beauty parlors, cafes, and movie theatres, etc. A typical deal offers a 50% to 80% discount through coupons that can be redeemed at face value with local merchants. The coupons in nature are similar nationwide. The Company’s online subscribers may purchase a Wowo Coupon in any city or region on its website.

b.The nature of the production processes

The merchant sourcing and deal signing process are identical nationwide. The Company has over 3,000 merchant consultants in over 100 cities, organized into 13 sales districts in the PRC. The local merchant consultants pay visits to local merchants on a daily basis to source group buying deals. They educate potential local merchant clients on the benefits of group buying deals and enlist qualified local merchant to try the Company’s service. If a potential group buying deal is approved for listing on Wowo Tuan by the Company, the Company will sign a contract with the local merchant which includes details such as description of goods or services offered, settlement price, settlement schedule and other typical commercial terms by using the standard contract template nationwide.

c.The type or class of customer for their products and services

All sales districts within the PRC where the Company offers group buying deals target the same class of customers - online subscribers seeking discount coupons for life-style products and services. The Company’s local merchant clients are restaurants, beauty parlors, cafes, movie theatres and other life-style service providers in the PRC. There is no difference in types of customers nationwide.

d.The methods used to distribute their products or provide their services

The Company distributes Wowo Coupons through its website (www.55tuan.com) to which any internet user can access anywhere.

e.The nature of the regulatory environment

All sales districts within the PRC are subject to the same law and regulations of the PRC.

Based on the above analysis, the Company believes that economic characteristics and the other five criteria for aggregation are met and all 13 sales districts are aggregated and presented as one reportable segment.

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35.Further to the above, please tell us if there are any additional performance measures provided to your CODM for his use in allocating resources and assessing performance. Please provide us with a summary list of the reports provided to your CODM.

The Company respectfully submits to the Staff that the Company has the following reports that are provided to CODM:

·Weekly sales report by sales districts, which include revenues, estimates average gross profit, merchant per-payment amount, number of employees;

·Interim management reports on the 11th, 21st and end of the month on revenues and estimated gross margin for the entire company including the Company’s consolidated affiliated entities;

·Monthly statement of operations;

·Monthly budget analysis by department;

·Daily cash in-out report because its revenue is all cash; and

·Daily report on new subscriber, subscriber active level, and website active level.

Condensed Financial Information of Parent Company Balance Sheets, page F-40

36.We note your presentation of a parent company balance sheet. Please explain to us why you have not also presented parent company income statements and cash flows for the period ended December 31, 2010. Refer to Rule 12-04(a) of Regulation S-X.

The Company respectfully advises the Staff that there is no parent company prior to December 30, 2011 as the parent company, i.e. Wowo Group Limited, acquired control over Beijing Wowo Tuan on December 30, 2010, which resulted in a change in the basis of accounting. As mentioned in note 1 to the audited consolidated financial statements of Wowo Group Limited on page F-12, the statement of operations and cash flow statements of Wowo Group Limited are presented through December 31, 2010 as predecessor and no adjustment to the historical basis since the adjustments to the amounts required for the one day of December 31, 2010 would not be material. Therefore, the successor financial statements only consist of consolidated balance sheet as of December 31, 2010.

As a result, the Company presents the condensed financial information, i.e. balance sheet, of Wowo Group Limited as of the same dates its successor financial statements are presented on page F-41 according to Rule 12-04(a).

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June 30, 2011 Financial Statements, page F-42

Note 2 — Summary of Significant Accounting Policies, page F-52

Revenue recognition, page F-53

37.We note from your disclosures in the registration statement that you have commenced operating “Wowo Platform,” a group buying aggregate service. With a view toward enhanced disclosure, please tell us how you account for any fees earned through this website.

The Company has revised the referenced disclosure on page F-54 in response to the Staff’s comment.

Note 3 — Unaudited Pro Forma Information, page F-60

38.We note that you are presenting the conversion of your preferred stock on a pro forma basis. Please revise your footnote to clearly disclose your basis for this pro forma presentation. We further note from your disclosures on page F-83 that your preferred stock will automatically convert upon a “Qualified IPO”. To the extent that you are presenting pro forma information assuming a Qualified IPO, please revise your footnotes to disclose what constitutes a qualified IPO for purposes of triggering an automatic conversion of your preferred shares. Also, please disclose why you believe the preferred stock will automatically convert in the offering. For example, if true, state that you expect this offering to be a Qualified IPO under the agreements.

The Company has revised the referenced disclosure on page F-61 in response to Staff’s comment.

Note 5 — Business Acquisitions, page F-61

39.We note your response to prior comment 34. Please revise Note 5(d) and 5(g) to disclose information contained in your response.

The Company has revised the referenced disclosure on page F-66 and F-68 in response to the Staff’s comment.

- (h) Acquisition of Kai Yi Shi Dai, page F-67

40.We note in connection with your acquisition of Kai Yi Shi Dai, you recorded intangible assets for user base and for customer relationships. With a view toward disclosure, please clarify how these two assets differ from each other.

The Company has revised the referenced disclosure on page F-69 in response to the Staff’s comment.

-(l) Acquisition of Ningbo Tangtuan, page F-71

-(l) Acquisition of Shaoxing Tongcheng, page F-72

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41.We note that both of these footnotes refer to the acquisition of an online group buying service business under the domain name of www. tomtuan.com. Please explain the circumstances surrounding your acquisition of the same domain name from two different entities, or revise the disclosures as appropriate.

The Company has revised the referenced disclosure on page F-73 in response to the Staff’s comment.

Exhibit Index, page II-6

42.We note your response to prior comment 78. Please file as an exhibit the agreements mentioned in the second, third and fourth paragraphs on page 125.

The Company respectfully submits to the Staff that Mr. Yuming Wang was one of the founders of Beijing Wowo Tuan and collected certain cash payment on behalf of Beijing Wowo Tuan during its early operation period and prior to December 31, 2010 when Mr. Maodong Xu and Ms. Fang Zhou acquired Beijing Wowo Tuan. As such, the collection of payment was not a transaction entered into between Mr. Yuming Wang and the Company. As of the date of this letter the amount was repaid in full to the Company. As of the date of this letter, Mr. Yuming Wang serves as a regional manager of the Company and only holds 0.59% of the outstanding ordinary shares of the Company assuming the conversion of all outstanding Series A-1 and Series A-2 Preferred Shares into ordinary shares at a conversion ratio of one preferred share to one ordinary share. The Company does not expect any employee to collect payment on its behalf going forward.

The Company further respectfully submits to the Staff that the Company believes that the two contracts between the Company and Lmobile (the “Lmobile Contracts”) are not material contracts under Item 601 of Regulation S-K. Pursuant to the Lmobile Contracts, the Company made one-time pre-payments in the aggregate amount of US$241,251 as service fees for two types of short message services Lmobile provides to the Company for the notifications the Company sends to its subscribers. The agreement was entered into at arm’s-length. It is market practice for short message service providers in China to charge pre-payment for their services and Lmobile charges the Company for each short message at a market price. The aggregate prepayment amount only accounted for 1.6% of the net revenues of the Company for the six months ended June 30, 2011, and the outstanding amount will continue to decrease as the service fees will be offset against the remaining balance of the pre-payment with each message the Company sends in the future. Accordingly, the Company respectfully requests the Staff’s concurrence that these agreements are not required to be filed as exhibits to the registration statement under Item 601 of Regulation S-K.

The Company further respectfully submits to the Staff that Beijing Wowo Tuan rented the office space in the same building as Baifen Online in February 2011 during which period the Company’s paid-in capital was being verified by the relevant authority and

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could not be used for operational purposes. Pursuant to a verbal agreement, Baifen Online made a one-time payment of the rental fee on behalf of Beijing Wowo Tuan as a lump sum together with its own rental fee to the lessor. The Company repaid the amount in full in July 2011 and does not expect similar payment to occur going forward.

*    *    *    *    *

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On behalf of the Company, we advise the Staff that the Company is aware of and acknowledges the following:

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

·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If it would facilitate the Staff’s review of the Revised Registration Statement, we would be pleased to provide an electronic copy in PDF format.

If you have any question regarding the Revised Registration Statement, please do not hesitate to contact me at (+852) 2514-7650 (work) or (+852) 9198-4235 (mobile) or my colleague Dan Fertig at (+852) 2514-7660 (work) or (+852) 6640-3886 (mobile).

Questions pertaining to accounting and auditing matters may also be directed to Yan Wang at (+8610) 8520-7162 (work) or +(86) 138-1035-7307 (mobile) of Deloitte Touche Tohmatsu, the independent registered public accounting firm of the Company, or Daniel Wu, the Company’s Chief Financial Officer at +(8610) 6266-8858 (work) or +(86) 138-1096-8041 (mobile).

Very truly yours,

/s/ Chris Lin

Chris Lin

Leiming Chen  Philip M.J. Culhane  Chris Lin  Sinead O’Shea  Jin Hyuk Park  Youngjin Sohn  Kathryn King Sudol
Resident Partners
Admitted in New York

NEW YORK BEIJING LOS ANGELES LONDON PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.

SIMPSON THACHER & BARTLETT LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE
STATE OF NEW YORK. THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMITED TO THE EXTENT PROVIDED IN SUCH LAWS.
ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

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cc:Maodong Xu, Chief Executive Officer/Daniel Wu, Chief Financial Officer

Wowo Limited

James Lin

Davis Polk & Wardwell LLP

Yan Wang

Deloitte Touche Tohmatsu

35

Annex A

Statistical Report on Group buying in China

on August of 2011

On 2011-09-21 12:36 by Tuan800 from information of Tuan800

According to Tuan800 statistics, there are 168 new group buying websites emerging in China in August, total number reaching 5039. Total orders of thirteen first-tier group buying websites are 34,974,000, total amount of sales are about RMB1 .25 billion, a substantially rise compared with July.

Declaration: See declaration part of Statistical Report on Group buying in China on July of 2011 of Tuan800 for Statistical Rules; based on inspection on sale scale of group buying websites, Ganji Tuangou is newly listed on first-tier website of this issue of report for statistics.

1. Group buying Market Introduction for August

1.1 General introduction

·Newly emerged 168 websites in August, total number of group buying websites reaches 5039.

·Group buying website leaders start to control the field, and group buying organizing sharply increase to 73000 times.

·Both order quantity and sales have been significantly increased by 34.974 million and RMB 1.25 billion respectively.

·Unit price and discount keep increasing, which bring brighter profit margins, group buying enterprises developing healthily.

General Introduction of Group buying Market in China in July of 2011 Based on Tuan800 Statistics for API Data of 13 First-tier Group buying Websites

Group buying	Ave.Original Price		Ave.Current Price		Ave.Discount	Orders	Sales
73170	Ұ	476.5	Ұ	133.6	62% off	34974000	1248057000

Data Support: zixun.tuan800.com

According to Tuan800 statistics, there are 168 new group buying websites emerging in China in August, total number reaching 5039. Besides, based on inspection, at the same time with some new members joining in, large numbers of group buying websites are facing to close the business. As recent sampling data

of Tuan800 shows, around 12% of local group buying website don’t update for more than one month, and another other 4% websites temporarily stop business by some reasons of changing edition, making adjustment, maintenance or any other reasons. It is analyzed that lots of rash persons or speculators without enough preparation or deficient of judgment will be accumulated during 18 months of excessive development, and it’s normal for some poor competitive ones to be eliminated gradually among the fierce market competition. Due to survey, this kind of group buying website named as corpse website is always small local website by means of family-style.

Viewing from the point of whole industry development, August is a month for leading group buying websites to further form their pattern, but it’s still too early to say it has been done. By the end of August, Ganji Tuangou web took the chance to rank into top list by sales amount over 40 million yuan, which make the first-tier website numbers reach 13.

In August, the leading websites obviously having controlled the field, total 73000 times of group buying have been organized in 204 cities, which increased 53.9% compared with 47500 times of July. The rapid increase has not only redeemed the market margins resulted by great number of group buying websites becoming corpse websites, but also promoted the whole industry to take a significant step forward, which plays a big role in controlling the currently occurred atmosphere which hold negative attitude to group buying.

In August, total order quantity of thirteen leading websites is 34.974 million and the sales amount is RMB 1.25 billion, sharp increase being achieved compared with July. At the meanwhile, unit price and discount keep rising, with unit price of team purchasing (current average price) 133.6 yuan, and average discount increased to 62% off from 63% off in July. This means that group buying websites has created a better profit margin in August, which is a much more healthy developing way than that of past which paid large cost for taking market shares.

1.2 Core consumer groups who can highly accept group buying have gradually come into being in major cities

Viewing from above table, sale quantity(persons) of 40 major cities have been maintained above 20 million yuan after May, and at the meanwhile, sales amount have increased to 983 million from 762 million yuan, which shows that a higher amount of money has been consumed by one person per time. The trend of amount increasing for each person per time has been kept from April to August. The increasing curve of amount consumed by each customer per time in 40 major cities from April to August is as follows:

You can get that core consumer groups for team purchasing is forming in major cities, which can be visually shown as accepting speed of group buying increase rapidly and the consuming ability have increased a lot accordingly, with consuming amount for each person per time reaching 46 yuan in August from 29.7 yuan in April.

1.3 Single highest price of RMB 350000 for LEXUS amazingly appeared in TOP50 of high quality group buying

Top 50 High-quality Group buying Activities in August,2011

(Tuan800 Remarks: arrange the order according to sales of single activity, only listing local group buying under consuming category, not including shoppingcards and pre-paid cards etc.)

S.N.	Website	City	Group buying Activity	Original Price	Current Price	Sales
1	24quan.com	Chain Store	Set menu of Macao Dollar and sea food	623	268	3666240
2	24quan.com	Chain Store	Set menu of Macao Dollar for 2-4 persons	421	178	2980788
3	dianping.com	Beijing	Halla Korea Barbecue for two	172	89	2180144
4	manzuo.com	Shenyang	Golden Jaguar Buffet	198	155	1485830

			Lunch or Dinner
5	dianping.com	Shanghai	Set menu of Paris Wedding Photo	15100	4980	1454160
6	meituan.com	Wuhan	Brazil Barbecue Buffet for single person	73	43	1437404
7	nuomi.com	Guangzhou	Lexus Es 240 classic upgraded version	390000	350000	1400000
8	nuomi.com	Tianjing	SAIC MG3 1.5L Manual Control	92700	86700	1300500
9	24quan.com	Chain Store	Big Pizza Buffet	50	39	1292967
10	24quan.com	Chain Store	Set menu of Macao Dollar for 3-4 persons	623	268	1289616
11	didatuan.com	Guangzhou	IMAX Film Ticket in Guangdong Science Center	100	79	1264000
12	meituan.com	Beijing	Film Ticket for Two in Jackie Chan Cinema	240	40	1200000
13	manzuo.com	Beijing	Set menu of Quanjincheng Barbecue	247	99	1172457
14	dianping.com	Shanghai	Ticket for Ocean World in Changfeng Park	170	79	1171254
15	nuomi.com	Beijing	Night ticket of Beijing Happy Valley	60	28	1131480
16	55tuan.com	Wuhu	Through ticket of Dapu Village World	138	98	1090348
17	meituan.com	Shanghai	Set menu of Xiangdang Hongkong Restaurant	411	99	1089000
18	dianping.com	Tianjing	Ancient Style Korean Buffet Barbecue	58	35.8	1074000
19	dianping.com	Beijing	JujiaoWedding Photo	10899	4680	1043640
20	ftuan.com	Wuhan	Film Ticket of Hanyang Tiancheng International Cinema	70	19	1038331
21	manzuo.com	Beijing	Film Ticket of Ziguangl Cinema for one person	90	22	1036310
22	dianping.com	Shanghai	Double film tickets of Dufan Wanyu International Cinema	285	68	1020000
23	nuomi.com	Beijing	Set menu for swimming in Jingzhi Lake	208	99	999900

24	nuomi.com	Shanghai	Film ticket set of the five biggest cinemas of Yonghua for one person	137	35	972895
25	24quan.com	Chain Store	Set menu of Macao Dollar for 3-4 persons	421	178	957462
26	manzuo.com	Xiamen	Double film tickets of Jinyi International Cinema	190	60	893580
27	manzuo.com	Beijing	Double film tickets set of Haihang Culture Tianbao Cinema	234	43	887778
28	dianping.com	Shanghai	Set menu of Haoji Hot Pot for 3-4 persons	422	168	858984
29	dianping.com	Beijing	Double film tickets of Jinyi International Cinema	105	28	843892
30	manzuo.com	Shanghai	Film coupon for 8 cinemas	100	29.9	837319.6
31	dianping.com	Dalian	Set menu of film tickets of Jinyi International Cinema	74	19.9	835800
32	ftuan.com	Beijing	Xiabu Coupon	25	19.9	829213.1
33	dianping.com	Tianjing	Film Ticket of Wentou International Cinema	90	20	822160
34	dianping.com	Shanghai	Coupon of Yifang Pot Porridge	100	48	810240
35	55tuan.com	Beijing	Film Ticket for Two in Jackie Chan Cinema	240	40	796120
36	dianping.com	Shanghai	Set menu of Qingcheng Baby Photo	1999	398	796000
37	nuomi.com	Chengdu	Double film tickets of Fuli Tianhui Cinema	282	46	791384
38	dianping.com	Shenzhen	Set menu of Jiahe Shenzhen Cinema	176	78	780000
39	dianping.com	Shenzhen	Two ordinary tickets/one 3D ticket of Jiahe Shenzhen Cinema	226	78	780000
40	ftuan.com	Xiamen	Set menu of Pinshang New Wedding Photo	8888	3388	775852

41	didatuan.com	Guangzhou	Double film tickets of Taigucang Cinema	228	59	765466
42	dianping.com	Shanghai	Halla Korea Barbecue for two	191	98	762146
43	manzuo.com	Guangzhou	Double film tickets of Jinyi International Cinema	258	89.9	747069
44	dianping.com	Shanghai	Coupon of Spider Cinema	130	35	742280
45	dianping.com	Tianjing	Set menu of Hanluoyuan for two person	171	76	740392
46	lashou.com	Shenzhen	Set menu of Autumn Crab of Prince Kitchen for two person	1112	298	739934
47	manzuo.com	Beijing	Double film tickets set of Haihang Culture Tianbao Cinema	234	46	730066
48	nuomi.com	Beijing	Set menu of Romantic & Happy Wedding Photo	15580	3999	719820
49	nuomi.com	Beijing	Set menu of photo in Bayue Photo Shop	17466	6988	719764
50	dianping.com	Shanghai	Set menu of Quanjude for 8-10 persons	1916	799	709512

Data Support:zixun.tuan800.com

Since August, we will arrange order for sales amount of each single group buying activity, removing team purchasing like shopping cards, pre-paid cards as well as real goods purchased on net, and Top 50 of consumption kind of team purchasing bill will be ranked——determination of group buying websites can be carefully viewed from those group buying activities

Big group buying orders for film tickets decreased a little in August, while big orders for catering obviously increased a lot, each 19 orders. Team purchasing automobile is the new highlight in this month, with two orders ranking on the top list and closing to front ones. Based on survey, there are total 20 issues of group buying for whole vehicle or buying vehicle by coupon, of which the classic upgraded version of whole vehicle group buying activity for LEXUS ES 240 promoted by Nuomi Guangzhou is the most attractive one. Quotation for this model is 419000 yuan on the web of Autohome with coupon of 29000 yuan, however, the group buying price on Nuomi is 40000 yuan cheaper based on the previous discount, which is 350000 yuan, creating the highest price

transacted by group buying on net. Four orders have been signed in that issue of group buying, with total sales of 1.4 million yuan.

2. Survey on Group buying Categories

2.1 Film fever of summer vacation decreased and sales of leisure & entertainment reduced

Group buying Report of August of 2011-Suvey of Each Category

Categories	Group buying (Phase)	Ave.Original Price (Yuan)	Ave.Current Price (Yuan)	Discount	Orders (10000)	Sales (10000Yuan)	Shares of August
Meishi China	26055	164.5	71.1	52%off	1005.3	48050.	38.50	%
Entertainment	13356	269.4	58.9	68%off	814.6	27547.6	22.07	%
Shopping	16666	463.8	151	57%off	1421.4	25852.1	20.71	%
Life Service	13444	1271.3	291.5	80%off	213.9	17957.8	14.39	%
Hotel&Travel	3625	594.4	192.3	57%off	41.7	5382.3	4.31	%
Others	24	300.8	130.8	60% off	0.5	15.6	0.01	%

Data Support: zixun.tuan800.com

Along with the summer over, the hot film season comes to an end. The sales of group buying for movie tickets have obviously decreased about 14 million yuan compared with July. Sales of group buying for leisure & entertainment fell about 3.4%. But due to the school season’s coming, some group buying activities for real goods in student market has been promoted and popularly welcomed, driving sales of group buying for real goods 3.6% up in August, which has compensated the declined sales for movie tickets.

2.2 Total sales of film tickets still ranked first on TOP20 in segment markets

Top 20 High-quality Sales of Each Group buying Segment Market-Group buying Report in August,2011

S.N.	Segment	Category	Original Price (Yuan)	Current Price (Yuan)	Discount	Orders (10000)	Sales (10000 Yuan)
1	Film Exhibition	Leisure&Entertainment	93.6	29.5	65%off	404.9	10904.3

2	Hot Pot & Barbecue	Food across the world	170.1	75.5	54%off	156.9	10455.2
3	Local Dish	Food across the world	237.1	106.5	53%off	116.5	9854.6
4	Buffet	Food across the world	108.3	67.2	33%off	176.4	9344.3
5	Photo	Life service	2533.1	544.1	81%off	45.2	8871.1
6	Food	Shopping on net	120.8	63.9	45%off	787.8	5828.6
7	Digital Appliance	Shopping on net	760.4	240.7	62%off	28.2	4783.5
8	Cake and Dessert	Food across the world	74	36.6	50%off	251.3	4747.7
9	Janpanese and Korean Dish	Food across the world	236.2	80.9	58%off	60.7	4321.8
10	Western Food	Food across the world	237.7	75.7	63%off	64.6	4113.6
11	Hotel	Hotel& Travel	412.2	141.4	58%off	33.3	3852.1
12	Travel Tiket	Leisure&Entertainment	216	99.4	48%off	58	3813.1
13	Plastic Surgeon	Life service	612.4	51.3	87%off	77	3264.2
14	Hosehold Life	Shopping on net	245	83.6	60%off	204.7	3057.1
15	Bar&KTV	Leisure&Entertainment	349.9	47.9	83%off	102	2925.9
16	Fast Food&Tea	Food across the world	72.3	28.4	54%off	143.3	2759.4
17	Massage	Life service	421.2	47.5	75%off	61.6	2725.6
18	Entertainment	Leisure&Entertainment	120.8	43.5	62%off	74.8	2573.5
19	Decoration	Shopping on net	1041.5	245.2	70%off	18.1	1656.2
20	Sea Food	Food across the world	389.6	160	55%off	12.4	1613.3

Data Support: zixun.tuan800.com

Although sales of film tickets decreased a little compared with July, but the total value, sales of 109 million yuan has been achieved by group buying for film ticket in August, is still better than the other segment markets. The average group buying price of 29.5 yuan is a little lower than the price of scalped ticket, not a obviously gap. But as the consumers become more and more rational, the group buying price of “15 yuan or lower than 10 yuan for blockbuster” can’t attract them. Comprehensively considering time, transportation and cinema grades, they are no long so easy to be lured. So 29.5 yuan is pretty reasonable.

On the top20 list for sales of segment markets, group buying activities under catering category are as much as 9, of which hot pot & barbecue, local dish and buffet ranks as second, third and fourth

As for popularity, group buying for food under real goods category are most popular, with 7.878 million orders, far more than any other group buying in segment markets including film tickets.

3. City Observation

3.1 Beijing August sales of 150 million to regain the first, cities of 10 million monthly sales amount to 29

In August, Beijing group buying sale amounts to 150 million yuan, more than 140 million yuan of Shanghai, to recapture the sales champion. Beijing and Shanghai sales account for 23.2% of China 204 cities total sales, proportion and absolute values much more than other frontline cities ( such as Guangzhou), which become “super engine” to guarantee domestic group total purchase forward.

Whether “group buying site control field “ is coincidence or fact, from the data the conclusion is that website launched intensive group buying activities, also gain a larger increase in sales. On the aspect of city, cities with 10 million monthly sales reached 29 in August, but only 22 one month before. New on the list are 7 cities of Harbin, Changsha, Shijiazhuang, Taiyuan, Changzhou, Nanchang and Ningbo.

3.2 Group buying develop in depth and breadth: 13 first-line websites covering 204 cities each city with significantly increased group number

Though we have seen 300 and 500 city sub-stations at group buying site page, this figure is not reliable — as long as an entity group buying site is willing to, it can open sub-stations in all the cities, despite its logistics can not actually reach so many cities.

The data can help us to get closer to the truth. If in the group buying site API data, there must be some cities having launched a local consumer group buying, then we can recognize its coverage of the city. Some group buying site but will collapse of itself. According to group 800 statistics, in August, 13 websites cover 204 different cities.

Compare these cities group buying data with that of July, we found that main cities group number significantly increased. Such as cities with daily grouping above 30 times, only 10 in July, reaching 26 in August — which also explains why August group buying total activities increase to 73 thousand.

Except for main cities, group buying depth and breadth development trend is also obvious. The cities with average number of grouping less than 5 times reduced 17, and correspondingly citifies with average number of grouping 5-20 increased 16.

4. Group buying website observation

4.1 Group buying sites occupy the front seating Billion club members reached 7

2011 August, 10 Strong group buying site sales statistics

According to Group 800 13 first-line sites sampling data, take first 10 sales

Group buying  websites	Sales	Local consuming group sales	Entity group sales
24quan.com	109261375.4	87947069	21314306
58.com	97319697.4	91107479	6212218.3
Ftua.com	72585395.3	59035708	13549687
Dianping.com	115910472.4	108413303	7497169.3
Dida.com	52273823.8	39074622	13199202
Lashou.com	161470254.1	131717349	29752905
Manzuo.com	103738481.6	80285591	23452891
Meituan.com	132879949.3	115298160	17581790
Nuomi .com	102734991	74498008	28236983
55tuan.com	170945249.8	149453642	23491608

Notes:    above data refers only to the group buying website domain name group buying activity generated by sales, in no particular order, unit: Yuan

1)    does not include the 55tuan and other jointly sites sales;

2)    does not include F group and other sites sales part generated on the third party platform ( according to F group statement, in August the third party platform generated sales of 26 million Yuan, due to Group 800 unable to verify the data, it is not included in the Group 800 statistical results, for reference only);

Data support: zixun.tuan800.com

In the big background of industry mouthing and reshuffle, group buying site realized it can only win applause with performance within the stage lights, so seize the time to become first-line and quasi line site goal. Monthly sales of over 100 million or entering the top 10 industries, it is now approved by the parties as a relative uniform scale, used for the measurement and preliminary confirmation of the left 5 or 10 large group buying site list after final shuffle.

In August, the billion club members increased to 7, 24quan, dianping.com and glutinous rice net new on the list.

4.2 Local consumer group buying sales implicit group buying site hard power competition

2011 August, 10 Strong group buying site sales statistics

According to Group 800 13 first-line sites sampling data, take first 10 sales volume ( number of people )

Group buying websites	Sales	Local consuming group sales	Entity group sales
24quan.com	3341686	2027531	1314155
58.com	1738044	1584565	251479
ftua.com	1679251	1088547	590704
dianping.com	2579831	2443701	154130
ganji.com	3296218	495083	2801135
lashou.com	5327001	2262063	3064938
manzuo.com	2402160	1607656	794504
meituan.com	4726847	2732177	1994670
nuomi .com	2086454	1228941	857513
55tuan.com	5353774	4117971	1235803

Notes: above data refers only to the group buying website domain name group buying activity generated by sales, in no particular order, unit: Yuan

1) does not include the 55tuan and other jointly sites sales;

2) does not include F group and other sites sales part generated on the third party platform

Data support: zixun.tuan800.com

Seeing from group buying category subdivided sales column, snack group buying sales are far ahead. But as China group buying development center secretary-general Wang Baoxin said, group buying website sales of entity goods can not surpass  TaoBao. We understand as that group buying future should be in the local consumer e-commerce site, group buying expansion effect also depends on the degree of localization. At present, depending on entity group buying can only get pretty-look temporary numbers, which may finally face double clearing of the traditional business and group buying predators — entity goods can not surpass traditional shopping site, local service without a solid floor, so there is no big deed.

According to above analysis, sales gained by group buying site in local consumer group buying activities, largely explains the site hard power — on one hand because the sales volume is more difficult to do, on another hand this group buying sales on the website more favorable for the development henceforth.

4.3 City covering number and grouping number intuitive to see group buying current scale

Survey on Scale of First-tier Website in August 2011

Based on Sampling API Data of 13 First-tier Websites in August by Tuan800, in no particular order

Website	City Numbers Covered till End of August	Team Buying Sessions Promoted in August
24quan.com	83	9496
58.com	38	6758
ftuan.com	56	3806
dianping.com	23	1057
didatuan.com	36	1890
tuan.ganji.com	29	1634
gaopeng.com	77	4927
lashou.com	180	10696
manzuo.com	54	2896
meituan.com	101	6561
nuomi.com	68	2186
tuanbao.com	75	6504
55tuan.com	144	14759

Notice:

The above data only shows the team buying activity times under domain name of each team buying website, as well as the city numbers covered by those activities:

1)Local joint websites of 55tuan and other websites are not included;

2)Team buying activities individually promoted by Ftuan and other websites are not included.

*City numbers covered:

It means the number of cities in which local operation teams have been established by team buying websites; Provided that there are records of team buying activities under consuming category promoted in the city recording in API data of team buying websites, we will consider operation team has been established there. While the data might not comply with sub-station quantity in cities as reported by team buying website, which may be resulted by the following reasons: a. Team buying websites have established teams in the place, but they haven’t promoted consuming team buying(or such activities haven’t been counted though they have been promoted); b. Sub-station quantity in cities announced by team buying websites are the number of substations opened on line, while operation teams haven’t been deployed there.

Data Support: zixun.tuan800.com

Compared with data in July, each group buying site city covering number doesn’t have great changes, but the number of grouping without exception jumps. The 55tuan group and 24 coupon have absolute growth, respectively reaching 5415 and 3769, Meituan also increasing to 1896. After one month, group buying website to get more sales, it must have a large number of underline business teams conveying enough activities to online. Therefore the comprehensive grouping number and city covering number, these two data can visually observe the group buying site scale.

A very small group buying website can’t make the team spread to dozens or hundreds of cities, and also can’t carry out thousands of times group buying in a month.

5. Group buying complaints

· The number of group buying complaints reaching the highest with 7.3% growth in chain

In August, the group buying market is not calm at all. On one hand the industry inside and outside is not peaceful, mouthing atmosphere thick; on the other hand small websites disappear in large amount. Some close for management difficulty, also some absconded phishing sites. These two kinds of circumstances make group buying user increase stress-induced vigilance, number of complaints also added. According to Group 800 group buying complaints statistics, in August the number of complaints achieves the new highest in history, 7.3% growth in chain, reaching 1316.

Summary of August complaint hot spots:

1) Double seventh group buying flowers slow delivery and difficult refund

Group buying industry realized logistics bottlenecks for the first in the Spring Festival this year. Then group buying sites try to solve this problem, but ultimately settle by leaving it unsettled. Self-built logistics and city-wide logistics finally can not solve the problem of slow delivery. The netizen Xueluo Jinxiang said that in a posting at Group 800 group buying forum, the flower group buying ordered one week ahead ultimately did not reach on July 7th (August 6th). Because the flowers lose the original meaning after the festival, the user had to withdraw. Even worse, there is another stumbling block which is group buying difficult refund. The netizen called website and website customer service, flower website said they would refund when received cancellation. But the group buying group web service it is not in 7 days unconditional refund, not agreeing to refund. These make the netizen very angry, only to seek a solution through Group 800 group buying complaints.

2) Zero fare tourism lure consumer by the name of group buying

Zero tourism is already not fresh means of fraud, recently the group buying binding also mentioned by the media. Many consumers believe excessively low-cost tour group buying, taken in by zero fare negative groups. Wuhan citizen Ms. Xiao complained that, some time ago she bought 6 day tour of Hainan in a group buying site. When buying she thought the price very affordable, but she did see any attractions during next 6 days, all in the shops. The graphic group buying and discount were attractive sales mode, providing zero fare tourism with excellent invisibility cloaks. Consumers should always remind themselves that there is no free lunch, so as not to be cheated.

3) Different interpretation of group buying movie tickets by each party deceived consumers

Many people have experience in buying the scalped ticket. When bargaining, the scalper continuously promised not need to add money for direct exchange. As illegal channel, the scalper words are unbelievable and group buying site sometimes don’t count, it is somewhat awkward.

At present many group buying site will use group buying movie tickets” not limit the time, not limit the number, no price difference” commitment to attract users to purchase terms, but secretly set traps. There are some cinemas with another interpretation way to make consumers to silence. Beijing Mr. Chen encountered this kind of situation, group buying of 38 yuan website claims that the movie ticket exchange coupons “value of 90 yuan and only the 3D field needing to give price difference”. Tickets are interpreted by the theatre as “this ticket is 30 yuan, but only can exchange for below 70 yuan movie tickets, others are required to fill the price difference.” These two interpretations are completely different, also customers not clear about the rules, and the only explanation is being tricked by group buying site.

Annex B

Summary of the Report

Since group buying model was formally introduced to China, it has expanded rapidly to thousands of websites within less than one year. The impetus of fast expansion is not only due to powerful local imitation culture, but also driven by the demand of internet for Chinese service industry. However, single information service can’t mobilize the whole service industry to change its business direction to internet, although the previous classified information websites have stretched to service industry. The demands of younger net consumers for “cheaper good cargoes” and demands of sellers for powerful impacts from media lead to the present rapid growth of this industry. Therefore, the whole group buying model may be changed in the future, and traditional service industry has started its way on internet and grew quickly.

·      Operation Model:

Different group buying websites get different views on the localization direction of group buying business model, which result in various kinds of differentiations in websites positioning. Based on classifying the main individual group buying websites, this report has concluded three main categories as follows:

1. E-commerce platform for professional local life service: the fast development of team working in China is far based on its market demand, one of which is the promotion demand of the sellers, and the other is the consuming demand of the consumers. E-commerce of localized life service is essential for group buying model and it will become the new high light of Chinese e-commerce development in the future. Hence, most of the group buying websites should focus on deepening local life service operation by taking group buying activities. The future development of localized life service platform will break the restriction of group buying and supply more flexible business models for users.

2. E-shop model: Group buying model makes lots of websites rapidly developed in flow-rate, brand effects and transaction scales, such as lashou.com, 55tuan.com and meituan.com etc which have made great achievements within one year while great numbers of B2C companies paid several years to achieve it. On the turning point for market to transfer to steady term from expanding term, group buying websites are facing the positioning problems for future operation. The companies that firstly entered into first-tier line based on capital foundation, such as lashou.com as well as jumei.com which is specialized in group buying for cosmetics have started their ways to B2C e-shop.

3. Flow rate to cash model: Flow rate to cash model means that the traditional internet enterprises especially the portal site and SNS websites always take the ways of increasing group buying to directly change the flow rate into cash. The representative websites are nuomi.com, tuan.qq.com, kaixintuan.com as well as tuan.sina.com.cn and so on.

The above different group buying websites with different positioning will have variety of discrepancies in future developing directions, as positioning in multi-directions such as localization and integrated e-shops etc. In each kind of directions, different group buying websites will form its own differential

advantages which will release the pressure on the same quality in the market. However, group buying is actually based on market demand on local life service which promotes the flourish of group buying, so no matter how the group buying websites change their positioning in future, we will research the group buying service by positioning at business model of taking local life service as core. Those platforms with shopping properties, taking ju.taobao.com and jumei.com as examples, are excluded in our research scope.

·      Industry Trend:

1. Group buying market has entered into regrouping period in 2011: The regrouping, on one hand is due to the industry entrance requirement become tough, and on the other hand is because the unfair competition make consumers decrease which cause the market increase slowly. The leading companies in group buying market should have stronger brand value and the operation ability for localized life service business. The beginning of regrouping means market merger and integration start their ways. The leaders of market will integrate their high quality resources which make the powerful ones much more powerful.

2. Openness becomes one of market trends. Due to judgment on integration trend, the research concludes that the opening platform with rich resources can analyze industry resources and drive market structure optimization. Taking tuan.qq.com as example, the QQ platform shows about ten thousand commodities for consumers through introducing in high-quality group buying websites. As a platform with consumer resources, brand resources and platform management ability, QQ can help transaction to be done soon by integrating upstream of group buying companies and sellers, and utilizing the convenience of its channel. Opening platform can reduce sale pressure for group buying websites and sellers, and make them focus on products and service.

3. The group buying websites based on localized life service have lowered their service chain: on the one hand, they begin to increase consumer experiences, and take it as principle to strengthen on localization, standardize managing seller resources and ensure service quality. For examples, try refunding service, consumer opinions and appointing service, all of which are improvements made by group buying websites for consumer experiences; furthermore, group buying websites have formed their own seller management system. Management for seller’s service by means of credit system, account management and data support etc, will become the operation focus.

·      The companies that should be paid attentions to, suggested by Analysys:

1.     55tuan.com: According to evaluation of competitive group, 55tuan.com have greater power in localized life service operation, which is suggested to note;

2.     Lashou.com: the website value of it has been listed on the top at present, with great resource integration power, which is suggested to note;

3.     Meituan.com: it totally copies the technical model of America’s Groupon, and is the earliest group buying website on net. Its creator tried starting business on net for many times. It is suggested to note.

Content

1. DEFINITION AND RESEARCH SCOPE	7
1.1 BASIC DEFINITION	7
1.2 RESEARCH SCOPE	9
2. ANALYSIS ON ENVIRONMENT OF CHINA’S NET GROUP BUYING MARKET	10
2.1 ANALYSIS ON PEST OF GROUP BUYING MARKET	10
2.2 ANALYSIS ON INDUSTRIAL DEVELOPMENT PERIOD OF NET GROUP BUYING MARKET	12
3 ANALYSIS ON CURRENT STATUS OF CHINA’S NET GROUP BUYING MARKET	15
3.1 ANALYSIS ON SCALE OF CHINA’S WHOLE NET GROUP BUYING MARKET	15
3.1.1 Transaction Scale of China’s Net Group buying Market	15
3.1.2 Consumer Scale Date of China’s Net Group buying Market	17
3.2 ANALYSIS ON CONSUMER CHARACTERISTICS OF GROUP BUYING MARKET	18
3.2.1 Consumer Distribution Area	18
3.3.2 Consumer Income Structure	19
3.2.3 Consumers’ Age Structure	20
3.2.4 Brand Cognitive Degree of Consumers	21
3.3 ANALYSIS ON ENVIRONMENT AND HEALTH OF CHINESE-TYPE NETWORK TEAM-BUYING MARKET	22
3.4 PRINCIPAL PARTICIPANTS IN NETWORK TEAM-BUYING MARKET OF CHINA	24
4. COMPETITION ANALYSIS ON CHINESE-TYPE NETWORK TEAM-BUYING	26
4.1 LOCATE CHINESE-TYPE NETWORK TEAM-BUYING	26
4.1.1 Localized life service provider model	26
4.1.2 Team-buying shopping mall model	27
4.1.3 Flow-to-Cash model	27
4.1.4 Core competitiveness of team-buying industry	28
4.2 CHINA TEAM-BUYING ENTERPRISE COMPREHENSIVE COMPETITIVE POWER MATRIX RESEARCH	30
4.2.1 Index of local service operations	30
4.2.2 Value index of team-buying websites	32
4.2.3 Matrix research of the competitiveness of Chinese team-buying enterprises	33
5. CASE STUDY	36
5.1 GROUPON	36
5.1.1 Company Profile	36
5.1.2 Operation Mode	36
5.1.3 Clients and Their Successful Cases	37
5.1.4 Investor	37
5.1.5 Analyst’s Comment	37
5.2 LASHOU GROUP	39
5.2.1 Lashou Net	39
5.3 55TUAN GROUP	42
5.3.1 Company Profile	42

5.3.2 Operation Status	42
5.3.3 SWOT Analysis	43
6. RESEARCH UPON THE FUTURE DEVELOPMENT TREND OF CHINESE STYLE GROUP BUYING	45
7. ACTION RESEARCH UPON INTERNET GROUP BUYING USERS IN CHINA	46
7.1 USERS’ MAXIMUM AMOUNT OF EXPENDITURE	46
7.2 PERCOLATION RATE OF GROUP BUYING SERVICE	47
7.3 GROUP BUYING’S STIMULATING EFFECT UPON INTERNET SHOPPING	48
7.4 STATUS OF THE MAIN PROMOTION CHANNELS	49
7.5 USERS’ VISIT FREQUENCY UPON THE WEBSITES	50
7.6 CONSUMING CLASSIFICATION OF USERS’ GROUP BUYING	50
7.7 INNOVATION SERVICE IN WHICH USERS ARE INTERESTED	51

Content of Tables and Charts

Chart 1- 1 Business Model of Group buying	7
Chart 2- 1 Analysis on PEST of China’s Net Group buying Market	10
Chart 2- 2 Industrial Development Period of Net Group buying Market	12
Chart 3- 1 Transaction Scale Prediction on China Net Group buying Websites	15
Chart 3- 2 Scale of Registered Consumers for China Net Group buying Service	17
Chart 3- 3 Sampling Consumer Distribution Area	18
Chart 3- 4 Sampling Consumers’ Income Proportion	19
Chart 3- 5 Sampling Consumers’ Age Distribution	20
Chart 3- 6 Top List of Brand Cognitive Degree for Net Group buying	21
Chart 3- 7 Principal participants in team-buying market	24
Table 4- 1 Key factors of Chinese-type team-buying	28
Table 4- 2 Operation capacity index	31
Table 4- 3 Service quality management index	31
Table 4- 4 Localization service be born index	32
Table 4- 5 Index of financial strength	33
Table 4- 6 Comparison of data flow	33
Chart 4- 1 Chinese enterprise team-buying comprehensive expression matrix	34
Chart 5- 1 SWOT Analysis of Lashou Net	40
Chart 5- 2 SWOT Analysis of 55tuan Group	43
Chart 7- 1 Amount of the Largest Order	46
Chart 7- 2 Percolation Rate of Group buying Service	47
Chart 7- 3 Group buying’s Stimulating Effect upon Internet Shopping	48
Chart 7- 4 Status of the Main Promotion Channels	49
Chart 7- 5 Users’ Visit Frequency upon Websites	50
Chart 7- 6 Consuming Classification of Users’ Group buying	50
Chart 7- 7 Innovation Service in Which Users Are Interested	51

1. Definition and Research Scope

1.1 Basic Definition

·Group buying: The progress for net user to purchase life service and real commodities on internet and mobile internet platform at a lower discount within a defined time. Group buying can gather tremendous flow rate within a short time to help sellers for business promotion.

Viewing from the aspect of industry chain structure, group buying is with a linear structure of “sellers-group buying websites-net consumers”. Sellers organize group buying activities to meet their demands for promotion, while consumers meet their demands for purchasing commodities and life service through group buying.

.

Chart 1- 1 Business Model of Group buying

Regarding profit model, group buying websites gain a certain proportion of commission from sellers as main income resource. Viewing from the other respect, group buying is a kind of deeply localization experience effect marketing, a CPS model.

·E-commerce of local life service: Local life service e-commerce is an electronic business service for consumers’ demand for local life service such as catering, entertainment and beauty treatment

etc, based on internet, mobile internet platforms. Local life service e-commerce requires to get payment via internet platform to complete the change of ownership.

1.2 Research Scope

In terms of content, the research scope of this report includes:

·Analysis on macro-environment of China’s group buying market: This report has concluded and analyzed the macro-environment which can affect China’s group buying market.

·Analysis on developing scale of China’s group buying market: This report has made a research on the industry period and developing trend of China’s group buying market, and analyzed the chances and risks in this market.

·Analysis on competition environment of China’s group buying market: This report has made a research on strength of key companies in China’s group buying market, and analyzed its developing trend.

·Analysis on business model status and developing trend of China’s group buying market: This report has made a research on business model development characteristics of group buying, analyzed its promoting and limiting factors, and predicted group buying market developing trend scientifically.

·Research on cases of group buying companies: Make analysis on developing status, achievement data, advantages and disadvantages of main manufacturers and sellers in home and abroad group buying markets, and give out suggestions.

In terms of research area, the research scope of this report includes:

·Group buying companies: Group buying business running companies, such as 55tuan.com, lashou.com, meituan.com, nuomi.com, manzuo.com, 24quan.com and didatuan.com, total eight group buying websites.

·Group buying consumers: The consumers that participate in group buying activities, with the research content of consumer behaviors, consuming habits and consumer groups etc.

2. Analysis on Environment of China’s Net Group buying Market

2.1 Analysis on PEST of Group buying Market

Chart 2- 1 Analysis on PEST of China’s Net Team-Buying Market

·Politic Environment

In “twelfth five-year” plan, E-commerce has been listed as the important components of strategic new emerging industries; the central government as well as local governments have strengthened their support for E-commerce industry, which is taken as crucial lever for adjusting industrial structure;

Announcement No. 8 [2011] of the Ministry of Commerce Service Norms for Third-party E-commerce Transaction Platforms marks that third party E-commerce platforms, with representatives as Alibaba and Taobao, will be operated more standard;

Big problems still exist in monitoring E-commerce market, especially monitoring for new emerging model (e.g. group buying) still lagging behind.

·Economy Environment

Chinese economy has wholly entered into a rising period, and it is predicted to reach the peak in 2013; the fast increase of Chinese economy can drive purchasing power of its citizen, and the social retail sales amount increase accordingly.

Furthermore, along with the change of economy structure and industry structure, both international trade and domestic trade have achieved breakthrough on opting channels, and traditional enterprises’ knowledge of net promotion and sales increased as well.

·Social Environment

Numbers of netizen keep rising, achieving 450 million at the end of 2010; the fast increase of netizen coverage plays a fundamental role for popularization of various kinds of internet applications.

China’s E-commerce has experienced a developing history for above ten years, and netizen get into the habit of purchasing on net or check shopping information, which have paved a fundamental way for E-commerce development.

Besides, the rich social net content, with representatives as micro blog and SNS shared by neighborhood, can extremely fasten the information transporting efficiency. With the fast expansion of consumer scale, more and more enterprises start to pay more attentions on micro blog platform, and try to look for marketing chance though the platform.

·Technical Environment

Numbers of new technologies and applications emerged, such as SNS, LBS, Cloud computing, SaaS, mobile payment etc, have optimized the net resources and increased net efficiency, and at the meanwhile, they have made revolutionary effect on the current business model as well as life ways.

Except net technologies and internet applications, the development of fundamental IT service and data treatment skills has changed the development of E-commerce. IT and data treatment allow E-commerce to explore the high efficiency and low cost advantages of internet.

2.2 Analysis on Industrial Development Period of Net Team-Buying Market

Chart 2- 2 Industrial Development Period of Net Group buying Market

Market Developing Period:

Founder of net group buying-Groupon, which started on line in November of 2008, had expanded to $1.35 billion 17 months later. More importantly, the business model and profit mode of Groupon that can be more easily copied than Youtube and Facebook is more suitable for China’s internet industry; net retail and local life service develop fast and have accumulated large numbers of consumer demands. By 1st quarter of 2010, the whole industry has reached Point A, with rapid group buying model expansion in China.

In this period, consumers have little knowledge about group buying, and are not familiar with group buying business; sellers don’t know much about this kind of marketing model as group buying and investors haven’t get involved in group buying business as well.

Market Probe Period I:

In early 2010, group buying market rapidly started and increased in geometrically multiplied times of speed, with leaders in E-commerce, immediate communications, SNS, classified information service industries getting involved in this business one after another. With large amount of risk capital injected in, the whole market fell into a crazy condition; claiming markets by making preemptive investments became the main developing stream, and a few leading enterprises started considering the core value of

net group buying market and making further probe into it; the high market entrance standard is enhanced by capital and industrial service standard which gradually became clearly defined.

Consumers get to know more about group buying activities guiding by media and public praise, large quantity of transaction with payment generated; some sellers begins to try group buying business with guidance of websites, and have made good achievements. First round of financing cases of group buying enterprises occurred in China, and investors focused on group buying to positively look for valuable investing project. Till 2011, whole market reaches point B, and market integration start its way.

Market Probe Period II:

Based on each other’s advantageous resources (consumer resources, capital power, operation ability off line, area segments etc), team-buying websites start to adjust operation structure to establish and complete their own core competitive advantages, and at the same time, with lots of small group buying websites are closed, enterprise merger frequently occurred.

The reason for integration one on hand is the industry entrance standards become tough, and on the other hand is because the unfair competition makes consumers decrease which cause the market increase slowly. Leaders in group buying market should strengthen their brand value as well as enhance their operation ability for localized life service business.

At this period, group buying consumers’ dependence s is decreasing, with lower activeness. The market increase depends on consumption of new consumers. Besides, due to the lower ability enhancing speed of sellers for group buying service, consumers’ crazy pursue for group buying get weaker, and get involved in purchasing more rationally; investors invest on group buying companies more reasonably as well, resulting in sharply deceasing in investment numbers. The market is predicted to reach point C by end of 2012.

High-speed Development Period:

After integrate the market, the developments of fewer group buying websites survived become mature, and their brand value show up, high-speed development of the market coming into being. It is predicted that group buying market will reach point D by end of 2014.

In this period, consumers have gotten the mature consuming habit for localized life service; sellers can rationally handle group buying model for marketing promotion. There are fewer investment chances, but the past investment start to return profit.

Mature Application Period:

The market has formed relatively steady competitive advantage with all applications become mature, and market develop slowly till it is replaced by alternatives which are more suitable to market demand.

Localized life service E-commerce brought out by group buying becomes the important components of E-commerce.

Consumer’s consuming action in this period become mature; sellers start to fully accept E-commerce model; Market investment chance will focus on some valuable innovation models.

3 Analysis on Current Status of China’s Net Group buying Market

3.1 Analysis on Scale of China’s Whole Net Group buying Market

3.1.1 Transaction Scale of China’s Net Group buying Market

According to the net group buying market data supervised by Analysys, the transaction scale of China local group buying market reaches 2.4 billion yuan, and it is predicted to reach 9.5 billion yuan in 2011.

Chart 3- 1 Transaction Scale Prediction on China Net Group buying Websites

Since group buying model was formally introduced to China, it has expanded rapidly to thousands of websites within less than one year. The impetus of fast expansion is not only due to powerful local imitation culture, but also driven by the demand of internet in Chinese service industry. However, single information service can’t mobilize the whole service industry to change its business direction to internet, although the previous classified information websites have stretched on service industry. Therefore, the whole group buying model may be changed in the future, while traditional service industry has started its way on internet and grow quickly.

The year of 2011 is the initial period for China’s group buying website. Due to fast growth of seller scale, much many resources are invested into seller development and transaction scale in group buying

increase fast. Analysys International thinks that tremendous sellers will quit the competition by end of 2010 due to lack of enough consumer resources and resources support off line. The increase of group buying transaction scale is mostly due to increase of number of persons involved in main group buying websites. Market centralization will be lifted with large scale.

3.1.2 Consumer Scale Date of China’s Net Team-Buying Market

Chart 3- 2 Scale of Registered Consumers for China Net Group buying Service

Along with consumer’s knowledge about group buying model become mature, the activeness of consumers become steady gradually, and growth speed of consumer scale start to slow down. Therefore, mature high-quality products and high-standard service should be required by group buying websites to push sales growth. Analysys predicts that, China’s group buying consumer scale will reach 91 million by end of 2011, which will shorten the gap between group buying consumers and E-shopping consumers.

3.2 Analysis on Consumer Characteristics of Team-Buying Market

In order to make survey on consumer characteristics for group buying over China, this report has randomly invested most of the cities throughout the country, and found that group buying market consumers have the following characteristics:

3.2.1 Consumer Distribution Area

Chart 3- 3 Sampling Consumer Distribution Area

As shown by the data, consumers in Beijing, Shanghai and Guangzhou are relatively centralized, with sampling consumers in Beijing taking up 11%, Guangzhou 11% and Shanghai 9%. Among second-tier cities, consuming are strong in Xiamen, Chengdu and Shenyang districts. According to research, group buying demand will still centralize in first-tier and second-tier cities within a short period.

3.3.2 Consumer Income Structure

Chart 3- 4 Sampling Consumers’ Income Proportion

As the data shows, at present the income of consuming group for group buying are between 1500-3500 yuan, most of whom are low-salary groups, taking up 60%. On one hand, group buying activities attract consumers by price advantage, for which low salary group are more sensitive. According to research, the future group buying business coverage will stretch more widely for high salary groups, and core attractive power of group buying business will transfer low price effect to comprehensive attraction combined with service and price.

3.2.3 Consumers’ Age Structure

Chart 3- 5 Sampling Consumers’ Age Distribution

As data shows, at present the age of group buying consumers are mainly between 18-29 years old, which take up above 80%, among which, consumers between 25-29 years old takes up 43%, and the ones between 18-24 takes up 38%. From the data, you can see that younger group are the main groups that covered by group buying business. The younger group has better accepting ability for new things, and has strong demand for localized life service. Besides, younger group take a large proportion in netizen group. Those factors have important influence on group buying consumers’ age structure.

3.2.4 Brand Cognitive Degree of Consumers

Chart 3- 6 Top List of Brand Cognitive Degree for Net Group buying

Regarding brand cognitive degree, there are following characteristics:

Firstly, in first-tier and second-tier cities, brand cognitive degrees of main group buying websites such as 55tuan.com, lashou.com, meituan.com etc are much higher, while the regional group buying websites don’t take advantages. On one hand, it is because that there are some relations with investment of main group buying websites, on the other hand, the net foundation are much more mature in first-tier and second-tier cities and demand there are much stronger. Hence, it thinks that the future group buying should deeply explore first-tier and second-tier market, and focus their energy on enhancing localized life service.

Secondly, group buying demands in third-tier and fourth-tier cities are still not strong; the involvements of main group buying websites are not enough; brand cognitive degree are still lower.

3.3 Analysis on Environment and Health of Chinese-type Network Team-buying market

·Transformation of team-buying’s value point

In the market of China, business nature of team-buying has deflected from “group”. The effect from that team-buying focused on users’ limits is not the essence which accelerated team-buying to quickly develop in China, what truly prompted the development of team-buying model is breakthrough made by team-buying on e-commerce of localized life service instead. Team-buying model is produced due to combination of business and marketing in nature. In the aspect of suppliers who cooperated with team-buying websites, the team-buying model can satisfy their marketing requirements, especially in promotion for new products and platforms, the team-buying model indicated comparatively high value. However, in terms of current situation, hundreds of team-buying websites sprang up in a quick speed, in which prospect of overall market for team-buying model was obviously too high.

·Grow-up space is better than any Internet business model

Only less than one year, from team-buying model was officially introduced to China to expansion to thousands of websites in explosive way. What contributed this rapid inflation is driving force of network’ requirements in service industry of China, other than contributed by power of localized imitation culture. Although previous classified information site has extended to service industry, adjust marketing of overall service industry toward internet cannot be completed only relying on information service. Therefore, team-buying model in the future may be changed, but the internet door of traditional service industry has been opened thereof and keeps develop in rapid speed.

·Compete disorderly due to interruption of exterior factors

Introduction of capital accelerated disordered competition of industry. In terms of finance scale, principal part in e-commerce financing is capital investment on team-buying websites of China in 2010. On the one hand, this capital drove the development of enterprise and provided basis for enterprises’ growth; on the other hand, it’s easy to affect operation pace of enterprises due to this capital, which caused them more focused on increase of hard indicators, such as flow quantity, transaction scale and registered users etc., all of which intensified environmental competition of overall market and increased operating costs as well.

In the first half year of 2011, competition in large-scale outdoor ads and in city expansion will come to end. Blind expansion model has made Meituan Group and Happy Group etc. end their businesses in 3, 4-tier cities with insufficient consumption competence, pay more attention on operation of key cities instead. Therefore, market occupancy in 1, 2-tier cities has changed into white-heat type. Case as data of April, team-buying scale in Beijing account for 14.4% of transaction amounts around the nation, Shanghai, Guangzhou, Tianjin, as well as Nanjing are in top five list. In spite of progressively decrease of cities’ centralization since 2011, core consumption cities still are level-1 cities include Beijing, Shanghai and Guangzhou etc., in which top three cities account for 32.5%.

While leading team-buying website starts to focus on improvement and cultivation of service level and differentiated model in the future, Lashou website has developed various services actively; 55tuan,

Meituan Group and Manzuo Group localized on e-commerce platform of local life service, designed to consolidate localized business operation of key cities.

·Lacking of rules of market competition

It’s very difficult to execute supervision for rapid development of team-buying market. Although rules related to team-buying market have been launched by concerned department since 2010, those rules have restricted binding upon merchants and websites. The first signal of supervision for team-buying of China occurred in the second half year of 2010. Department of Commerce formulated a first credit approval new rule about team-buying websites. This supervision got through short periods from happening of model to effect of supervision policies in compare to other models, such as on-line retail, videos and games etc., and supervision execution strength has been increased largely. Of course, team-buying is now in a mess situation, Department of Commerce will be more difficult to deal with independently in supervision respect in the after, so it needs to cooperate with other departments in order to execute completely. Besides, more participants are required to join in establishing supervision system, for how to execute credit authentication in a transport way and to standardize development of industry.

3.4 Principal Participants in Network Team-buying Market of China

The existing value of team-buying business model has been recognized widely, quick growth of Groupon in foreign market also excited domestic companies for team-buying. As far as quantity and scale of websites is concerned, expired to 2010, numbers of team-buying websites of China reach to 3500, which largely exceed other internet business models. By observing and research team-buying market in long term, and Analysys International classified main team-buying websites in current market and analyzed competition and cooperation relations inside.

Chart 3- 7 Principal participants in team-buying market

·Independent-type team-buying

Independent-type team-buying means team-buying providers who required independent development by team-buying service, such as 55tuan, Lashou website and Meituan etc. These kinds of enterprises are that who got insight of high growth features of team-buying service in China’s market, copied Groupon model of USA and involved in e-commerce of local life service as pioneers in domestic. These enterprises included the traditional enterprises that brought resources into, such as products’ source.

Independent-type team-buying enterprises have deeper understanding on team-buying service, with greater competence in business’s development and innovation, as well as company’s development space. Analysys International research found that dominators of China’s team-buying market in the future will mainly be independent-type team-buying websites.

·Internet enterprise:

Team-buying websites represented by Nuomi website, Happy Group, 58tuan and Dianping Group are enterprises who built up standing in team-buying market through handle accumulated users, brand and other resources in internet’ platforms. Because these enterprises stand in higher starting point, most of them can squeeze into 1-2 rank. However, team-buying service can hardly get nucleus resources in interior system due to the complicated and trivial business systems. In addition, the thinking method e of Internet exist greater incompatibles in operating e-commerce businesses of local life service.

·Participants from overseas:

Currently, as representative participant from overseas, GaoPeng website is a joint venture with Groupon and Tencent. It is also as representative who entered into China’s team-buying market as a foreign enterprise. GaoPeng encountered with tremendous problems when entered into China, on one hand, joint venture failed to make quick decision-making and execution due to instability of operating mechanism and structure; on another hand, operating experiences of Groupon in overseas are not applicable to China, such as experiences in users’ administration and marketing, one group per day also faced with great pressure.

4. Competition analysis on Chinese-type Network Team-buying

4.1 Locate of Chinese-type Network Team-buying

All kinds of team-buying websites have different understanding for localization direction of team-buying business model, which caused positioning differentiation to different extent. By classifying mainstream independent team-buying websites, Analysys International divided principal positioning into three directions:

4.1.1 Localized Life Service Provider Model

Case: 55tuan, Meituan and Manzuo

Rapid explosion of team-buying in China cannot be separated from market’s demands in nature which are promotion demand from merchants and consumption demand of users. Localized e-commerce of life service is nucleus of team-buying model, is also the highlighted point for development of e-commerce of China in the future. Therefore, most of the team-buying websites shall fix position on intensifying operation of localized life service by taking team-buying as entrance. The localized life service platform merchants will breakthrough team-buying’s limitation in the future, which bring about more flexible and abundant business pattern for users. Currently, main representative enterprises include 55tuan, Groupon and Manzuo etc.

Take example as 55tuan: currently, 55tuan has realized rapid expansion in first and second-tier cities around the nation through merger model. It focused on introducing service model of Wal-mart to team-buying, which is to require team-buying to enhance controlling management on superior customers in order to provide more guaranteed service type for ensuing users’ benefit. Besides, intensification of localized operation is also expressed in aspects of developing localized team, fully applying consultative marketing model, intensifying compartmentalization and extending service to communities and business circle.

The opportunity of 55tuan is to directly merger local leading team-buying websites in various places, to directly absorb teams with localized advantage, next to handle and combine regional resources by taking advantage of capital strength of 55tuan, so as to form a competitive website around the country.

Model of 55tuan represents an important direction for prospect of team-buying industry, which is to intensify localized service. Moreover, other than 55tuan model, based on localized service, there are more abundant models to accurately match localized life requirements of users on time and position in order to provide team-buying services that comply with regional living habits and highly differentiation.

4.1.2 Team-buying Shopping Mall Model

Case: Jumei Cosmetics, Lashou website

Team-buying model lets lots of websites explore on flow, brand influence and scale in short period, for example, Lashou website, 55tuan and Groupon completed operating accumulation process by only using one year, while many other B2C enterprises would accumulate for several years. In the transition point from explosive period to stable period for market, team-buying websites faced with positioning problem of operation direction in the future. In the early period, enterprises who marched into No.1 camp include Lashou website, as well as Jumei Cosmetics with features of cosmetics team-buying have transformed toward B2C shopping mall model.

Case as Lashou website: Lashou website attracted attention from market by virtue of “Groupon + Foursquare” conception in taking team-buying as entry point. After increasing of flow of Lashou website, one deal one day was quickly changed into several deals one day, and channels of hotel team-buying, cosmetics team-buying are also increased continually and opened a great deal of entity shops in the after. Lashou website provided a large number of real objects team-buying and opened experience shops in 30 cities. In terms of overall layout, Lashou website decreased its focus on aspect of localized life service, increase on commodities instead, which will cause increasing and obvious competition with Taobao. So, the Lashou model may become comprehensive network-buying shopping mall featured as localized life service in the future.

Jumei Cosmetics has more determined positioning. At the beginning, it featured as team-buying cosmetics, now it has become a B2C website characterized by low-price and time limited cosmetics.

4.1.3 Flow-to-Cash model

Nuomi website, QQ team-buying and Sina Group

Flow-to-Cash model actually is used by traditional internet enterprises, especially as Portal and SNS website, to directly cash in original flow with advantages by method of increasing team-buying model. Representative enterprises include Nuomi website, QQ team-buying, Happy Group, Aixin Group and Sina Group etc. But these models commonly depended on their on-line resource advantage with limited experience and investment on off-line operating, so develop to platform in the future gained more possibility.

4.1.4 Core Competitiveness of Team-buying Industry

Team-buying websites with all kinds of positioning will have various disagreements in the development direction in the future, multi-direction positioning includes localization and comprehensive shopping mall will be take place in the future. In all directions, team-buying will form differentiated advantages, which contribute to ease homogenization of current situation in the market. However, team-buying in essence survive depending on market demand of localized life service’s requirements and develop to prosper. No matter how team-buying websites to change positioning in the future, the team-buying service that we research will still positioning in business model with core of localized life service. High-quality shopping platforms represented by JuTaobao and Jumei Cosmetics are not included in research of this report.

This research found that as e-commerce platform of localized life service, core competitiveness is extended in aspects below.

Table 4- 1 Key factors of Chinese-type team-buying

Key factors	Details
Funds competence	Place funds foundation in marketing promotion, customer service, quality management and merchants’ system management etc. for team-buying enterprises.
Operating competence	Enterprises’ operating competence for team-buying business.
Service quality management competence	Enterprises’ competence to manage and control service quality of team-buying.
Localized service consolidation competence	Business consolidation competence to service localized life requirements.

·Funds competence

Currently, Capital floods into team-buying market in large scale, which caused to increase threshold of this industry. Analysys International found that many platforms announced to complete large amount of financing in recent times, such as Lashou website, Groupon, Manzuo and 55tuan etc., among of which 55tuan finished financing close to 200 million US dollars recently.

The most direct problems brought by flooding of capital are on one hand, a great deal of funds are invested in ads media, which attributed to raise threshold of team-buying marketing; on another hand, funds are begin to be invested in logistics and entity shops by large-scale team-buying websites, such as Lashou website, which attributed to increase overall operation threshold of team-buying industry.

Although capital input has not direct motivation influence on increasing service level of team-buying, rather than raise the operation threshold of team-buying industry directly. Team-buying websites with

financing background have kept lots of small and medium websites out of threshold.

·Operating competence

Operating is life of enterprises. In team-buying market, factors which influence operating competence of enterprises as follows: management competence of organization structure, management for staff and development of culture etc. The core of operating competence for a team-buying enterprise is to organize and perfect quickly, to manage in systematization, to enforce efficiently and organize in study style.

·Management competence of service quality

Target users of team-buying enterprises’ service are team-buying users and off-line merchants. Merchants of traditional industry have low development level in aspect of informatization, so it’s very difficult to manage. For the purpose of guarantying users’ consumption experiences, team-buying enterprises are required to create a mature and efficient service system in aspect of service quality management, to restrict and standardize merchants through IT system and institutions in order to safeguarding equity of users’ consumption. In addition, service quality management system will also provide more valuable value-added services for merchants to increase performance of marketing promotion.

·Localized service consolidation competence

Target users of team-buying enterprises’ service are team-buying users and off-line merchants. In traditional service industry of China, informatization extents of merchants were different. In overall viewpoint, small and medium-sized merchants are not familiar with Internet and lack of rational knowledge for network marketing and sales. Team-buying enterprises are required to educate market and to help merchants keep touch with networking in order to increase competence of service users. Team-buying enterprises should have off-line service team with higher service competence in order to guarantying the front service level given to individual user.

In viewpoint of team-buying service, currently, pre-consumption model for users is only available in team-buying website, which means that users are required to pay expenses in advance. After receiving payment from users, team-buying website will deliver payments to merchants in batch in conformity with agreement. Although merchants can be bound to certain extent by websites in order to guarantee service, though agreement, the nature of business model decided that team-buying websites cannot take part in team-buying service in full stage. Analysys International’ research found that model served for localized life will become competitive core for merchants. And the direction of this model is toward how to breakthrough traditional service model in order to enhance team-buying websites’ controlling competence to businesses and to improve localized service level.

Case as 55tuan: in aspect of improving localized life service competence, 55tuan has its industrial representation. 55tuan acquired many first tier team-buying websites around the country to integrate resources. On one hand, it can exceed competitive opponents directly in scale and require higher

starting point. The key to acquirement is that not only trading scale indicators are concentrated on, but teams’ qualification is paid more attention. Therefore, in aspect of localized business operating, 55tuan can accelerate in quicker speed; in addition, the intensified and compartmentalized strategy applied by 55tuan made service chains penetrate into community and business circles, so as to guarantee users in off-line. 55tuan introduced on-line Wal-Mart model, which is to enhance controlling competence of overall supply chain in order to guarantee thinking of users service quality, and this model will also provide guidance for localization of 55tuan.

The remaining parts of report will conduct comprehensive evaluation for enterprises through performance of enterprises in localized service and website value.

4.2 China Team-buying Enterprise Comprehensive Competitive Power Matrix Research

In order to gain the objective comb the entire team-buying market, this report adopts the strength of the matrix model approach to put the main enterprises in the current business into the comparison matrix in which the abscissa represents the localized operating ability of the group- buying enterprises and the vertical axis is the embodiment of Website value index such as business flow, capital, awareness.

4.2.1 Index of Local Service Operations

The research believes the essence of the team-buying is based on the localization service life mode of electronic business affairs. The core competitiveness of team-buying enterprises should be reflected in the operation of local service capacity. Among them, the main operation for local service includes the following capabilities: Operational capability indicators, service quality management indicators and localization services floor index.

Through the Delphi method, this report makes the evaluation of the major companies in the team-buying market. (Take 5 point evaluation, 5 is divided into the best, 1 is divided into the worst)

Table 4- 2 Operation capacity index

Sub-index	Operational structure and perfection of the organizational structure, functional fit lateral and vertical landing area	Whether exists the layout of the vertical channels	Whether has the ability of operating local logistic distribution	The learning organization management ability (enterprise culture and the training mechanism)
55tuan	5	4.5	3	4.5
Lashou website	4.5	4	4	3
Groupon	3	3	3	4
Nuomi website	3	3	3	3
24quan	3	2	2	1
Manzuo website	1	3	2	2
Dida Group	1	0	1	1

Operational capability as the foundation of enterprise localization services index, is the premise of the localization system, landing system. This research disassembles the operating ability of the team-buying enterprises and divides the operating ability into 4 areas: Operational structure and perfection of the organizational structure, Horizontal and vertical adaptation functions of landing rights, Whether exists the layout of the vertical channels, Whether has the ability of operating local logistic distribution, The learning organization management ability (enterprise culture and the training mechanism).

Table 4- 3 Service quality management index

	Whether there is a perfect service quality control system	whether there is a grade evaluation management system for merchants	whether there is a perfect customer service process and management standard	Whether there is a huge call center.
55tuan	4.5	4.5	5	4
Lashou website	3	5	5	5
Groupon	3	5	5	4
Nuomi website	1	3	5	3
24quan	1	3	3	3
Manzuo website	3	3	3	3
Dida Group	1	3	3	3

The service aim of the team-buying enterprises, on the one hand, is the team-buying clients and with the offline consumers on the other hand. Chinese traditional industry merchant in information development level is very low, very difficult in management. In order to protect the consumer’s shopping experience, team-buying enterprises should restrict and regulate businesses via IT system and mechanism and provide more value added services to them.

This report is divided into five specific indexes regarding the quality management system: Whether there is a perfect service quality control system, whether there is a grade evaluation management system for merchants, whether there is a perfect customer service process and management standard whether there is a huge call center.

Table 4- 4 Localization service be born index

	Whether there is a strong local team-buying team with rich experience	Whether in the local market has the very high brand awareness and loyalty
55tuan	2	5
Lashou website	3	5
Groupon	2	4.5
Nuomi website	0	3
24quan	1	3
Manzuo website	2	1.5
Dida Group	0	1

Localized service system which landing in local area needs a strong local team-buying team localized to perform. Thus, whether there is a strong local team-buying team with rich experience and whether in the local market has the very high brand awareness and loyalty is the leading indicator of the landing of localized service. Currently, the major team-buying enterprises have invested a great deal of resources in the first and second line cities and established localized service groups. They evaluated the effectiveness by evaluating the number of the actually sub-station operations team of the local area. The outstanding leaders of these are 55tuan, Lashou and so on, in Which 55 group, with rapid integration of acquisitions of the well-known and the top trading volume local team-buying companies realized the better management in the local areas via the local team-buying companies. While Lashou and Groupon still use of local agents in the operation mode and their further lies in how to realize the stability between regional distinctive management and the control agent. The measure of the ability of landing of localized service system also is the evaluation of core competencies of the team-buying enterprises.

4.2.2 Value Index of Team-buying Websites

Table 4- 5 Index of financial strength

Sub-index	Size of the financing	Strength of investors
55tuan	5	4.5
Lashou website	5	5
Groupon	3	5
Nuomi website	5	5
24quan	2	3
Manzuo website	2	3
Dida Group	1	1

Team-buying market is undergoing a rapid development period and there is a large gap of funds for enterprises. The investors have high expectation for the team-buying projects. The ability of corporate management, corporate culture, current market position, directly affect the size of the amount of corporate finance. Therefore, from the size of the enterprise financing of investors and deceptive, also can from the side reflection of the position of the enterprises in team-buying market.

Table 4- 6 Comparison of data flow

Sub-index	One week average IP / day	One week average PV / day
55tuan	1,764,000	7,849,800
Lashou website	1,273,620	5,723,420
Groupon	1,404,000	7,988,000
Nuomi website	696,000	2,735,000
24quan	642,000	1,970,000
Manzuo website	900,000	2,853,000
Dida Group	324,000	871,500

(Note: the above data from the chinaz. Alexa.com, on May 30, almost average of one week)

4.2.3 Matrix Research of the Competitiveness of Chinese Team-buying Enterprises

By collecting the data from industry, enterprise and consumer, this research has made the following comment of the strength of Chinese team-buying enterprises: Abscissas of the calculated parameters which cover buy business logistics, team, and many other factors, the score are obtained by the Delphi method; The vertical axis of the flow parameters including PV, financing index and user awareness of research data, obtained by the method of weighted values.

Chart 4- 1 Chinese enterprise team-buying comprehensive expression matrix

·The first quadrant

This quadrant refers to manufacturer who has the outstanding performance in the both the localized operating capability and brand value. On the one hand, these companies has gained certain achievements in the running of funds, and brand publicity, they are now highly recognized by the consumers; on the other hand, these companies focus on the layout in the whole market while pay attention to the localized service operation which is fully resented in both regime and culture. And the typical example is 55tuan, Lashou website and Meituan. Currently, the manufacturers in this quadrant are equipped with strong competence and they maybe the leading one in the market in the further.

·the second quadrant

The manufacturer in this quadrant has relatively high brand value, such as the relatively high inflow entrance, capital strength and platform for consumer recognize, while they are less outstanding in the localized operating. Guiding from the Chinese team-buying market, at present, there still have the coming of some manufacturer with certain brand resources. But, now, these brand strength doesn’t been given full play, and companying by the lack of localized operating, these manufacturers are still in the third quadrant. At present, there don’t exist the typical example in this quadrant.

·The third quadrant

The manufacturer in this quadrant is the stopgap in the market that refers to the manufacturer doesn’t have an outstanding performance in both brand value and localized operating. On the one site, they

lack of resources which shall make difficult for them to start competition in this high level, on the other site, there are problems in their running ideology so is will be hard for them to understand the nature of team-buying and form the scale of investment.

·The forth quadrant

The manufacturers in this quadrant have advantage in service operating while they are weak in brand resource. Most of them enter this area at early time so they have certain running experience, and they have profound understanding of offering service to the offline team-buying customers. Thus, they mainly focus on the landing of team-buying in local culture. But, as there exists the shortage of fund, organization structure these companies cannot enter into the second quadrant. The research believes, the manufacturer in this quadrant, by product mix can gradually improve their funds and customer recognition and finally become the leading one in the market.

By research the Matrix Research, we find that currently the major team-buying enterprises are in the third and first quadrant while there are fewer manufacturers in second and forth quadrant. The main reason is that the current site with a high value sites, such as traffic to the site to invest in business operations, lack of localization, lighter operations across the enterprise, in local service capacity cannot be landed, causing most of them stay in the first three quadrants. The advantages of localized operators buy the site for the majority of regional sub-station, the value of the site is still at a low level, flow rate less than the value, and financial strength has to be improved.

In addition, by evaluating the comprehensive competence of the team-buying enterprises, the research found in the matrix, 55tuan at the top right of the market, is the future potential leader in the team-buying market.

5. Case Study

5.1 Groupon

5.1.1 Company Profile

Groupon is a new type company of e-business providing local group buying of products and services with a time limit, and is developed from the social intercourse website of thepoint.com. It was put on line in December 2008, and its founder is Andrew Mason.

Groupon advocates a completely new shopping experience, every day provides only in one city a kind of products/services at super-low discount for users’ purchase, and charges some proportion of transaction amounts as its earnings. Due to Groupon’s capacity of quickly attracting masses of users, it provides advertisers a completely new local advertisement form. So far, Groupon has covered more than 50 cities in countries such as USA, Canada, and Great Britain and so on.

5.1.2 Operation Mode

The operation system of Groupon is that: every day staff of Groupon will put on line a product for sale with a super-low discount within a city, and as long as the buyers number comes up to the required number, the user will get such product at such super-low discount, while Groupon will charge some commission fee upon the transactions occurred as the website’s earnings. The detailed information is as follows:

· Groupon for Customers

Groupon advocates a completely new shopping experience, takes the opinion that customers can’t experience the completely new products and service due to too many choices and therefore insists that it only provides one type of product at one time for group buying with a time limit.

Staff of Groupon will choose one type of attracting product in different cities and provide group buying discount (usually 70%, 60% or even 90% off). If the buyer number that day comes up to the minimum number required for group buying, the transactions will take place successfully and all traders will get the product at the low price. To help come up to the required purchaser number, users of Groupon usually make use of their social relations and call upon more people to join in the group buying through social intercourse websites such as Facebook.

· Groupon for Businesses

Groupon attracts a lot of followers through the low-price but attracting products, and the followers keep attention on Groupon’s products through email subscription and their attention to Groupon on

social intercourse websites.

Through its competence of gathering plenty of consumers within a short time limit, Groupon attracts more and more business shops which sell their products/service through Groupon’s platform and make brand promotion in the same way. Groupon will charge a proportion of commission fees according to the volume and total price of the sold products, as the website’s earnings.

Besides, the website of Groupon will also sell some presentation advertisement to obtain advertisement revenue.

5.1.3 Clients and Their Successful Cases

· 2010 Chicago Motor Show

· On February 21st, 2010, Chicago Motor Show launched a group buying on Groupon, and provided show ticket at a discount of 45% off, with the minimum buyer number for group buying set at 200. In the end, 14,666 people purchased the tickets and the sales amount came to be US $ 87,996.

· Chicago Bagel Authority

· On January 17th, 2010, Chicago Bagel Authority sold its hamburgers and sandwiches at a discount of 53% off, with the minimum buyer number set as 250. In the end, 9,741 peoples made purchases and the sales amount came to US $ 77,928.

5.1.4 Investor

· Digital Sky Technologies (Hereafter DST) in Russia

DST was founded in 2005, with its headquarters in Moscow, and it is one of the biggest internet companies in Russia and East Europe market, holds different percentages of company shares of quite a few internet companies located in Russia, including investment businesses relating to the Russia’s No. 1 social intercourse website of Vkontakte.ru, and Russia’s home website, besides that it holds shares of many global internet companies including Facebook, Zynga and so on.

· Battery Ventures

· Battery Ventures was established in 1983, is a venture investment group focusing in technological innovation field, and has a history of more than 27 years in the investment field of technological innovation companies.

5.1.5 Analyst’s Comment

Groupon initiates a kind of local e-business mode, attracts lots of followers by its completely new shopping experience, and is improvement upon and development of e-business. However, this mode needs to be deeply rooted in local district, which impacts and restricts the development speed of

Groupon. Besides, using super-low prices to attract users can’t establish consumer group of high loyalty.

5.2 Lashou Group

5.2.1 Lashou Net

· Company Profile

Lashou Net was established on March 18th, 2010, by January 2011 the number of registered users on Lashou has exceeded 3,000,000, the average monthly visitor volume is more than 30,000,000, the number of cities where such service is available comes to more than 400, and the total transaction amount in 2010 is close to RMB one billion. So far, Lashou Net’s employees around the country have outnumbered 4,000.

· Operation Status

It initiates the group buying mode combining the ones of Groupon and Foursquare, and increases the user loyalty through mutual driving of each other. Commission fee based on the number of group buying and shop promotion service fee upon the “Check-In” function collectively contribute to earnings’ of Lashou Net.

Lashou Net plans to set up city-wide logistics in 100 cities over China, and establish experience stores in 30 cities. Meanwhile, the number of answer seats in the call centre will increase from 318 early of the year to 1000.

The work priorities of Lashou Net this year are the Lunch Taking in Second activity based on LBS service and the Hand in Hand activity combined with making friends, the purpose of which is to increase the users’ loyalty.

· SWOT Analysis

Chart 5- 1 SWOT Analysis of Lashou Net

Strength

After several rounds of financing, the capital capacity is powerful;

It takes the advantages of initial act and is leading the sector;

It establishes its own logistics, which is under its easy control and is in favor of the enhancement of users’ experience;

It has sufficient and nice technical accumulation in mobile technology;

Weaknesses

The costs of self-constructed logistics are high.

Opportunities

The fast development of e-business retail market fosters masses of users;

The government provides policy supports;

The business mode is clear and the earning of profit is fast;

Threat

During the early stage of development, the threshold level is low and the market competition is in a mess;

The internet giants also try to grab the group buying market using their preponderant resources.

· Investor

In April 2011, Lashou Net officially announced that it had finished its round C financing of US $ 0.11 billion and its appraised value increased to US $ 1.1 billion. This round financing was invested by Milestone Capital, Reinet Fund SCAFIS and Remgro Limited belonging to Richemon, and GSR Ventures III, L.P, together with two other funds leaded by the forgoing. The financed capital will be used for building and market expanding of call centers, city-wide logistics and Lashou experience stores.

In December 2010, Tenaya Investment, Northwest Venture Investment and GSR Ventures injected US $ 50 million into Lashou Net;

On June 17th, 2010, it received another investment from GSR Investment and others of US $ 5 million in its round B financing;

On June 10th, 2010, Lashou Net got US $ 5 million in its round A financing from Taishan Angel Funds, founder of Europe’s group buying website DailyDeal and GSR Investment, and at the same period 100 cities are put on line of the Lashou Net.

In April 2010, Taishan Invest AG invested US $ 1 million into Lashou Net.

· Analyst’s Comments

After group buying market’s crazy expanding of more than one year, both group buying companies and consumers have begun to calm down, especially that the group buying shops begin to realize that it is not meaningful to compete on the sales volume. To move further, the key point is to constantly enhance consumer’s experience so as to establish stable consumer loyalty. Lashou invested huge amount of capital in brand advertising during the early development phase of the sector, and has established some kind of brand awareness.

With the technology of LBS, it can involve masses of medium and small business shops into the Lashou Net, provide users with more convenient, exact and abundant nearby life information so as to help the users to find discount information nearby his/her location; Proportion increasing of sales of physical commodities on Lashou Net and the opening of Lashou physical stores will form a direct competition against Taobao business mode.

Activities such as Hand in Hand and Lunch Taking in Second play an active role in enhancing users’ loyalty.

5.3 55tuan Group

5.3.1 Company Profile

55tuan Group was set up on March 15th, 2010, and is one of the earliest websites of local group buying with time limit in China. So far, the number of registered users of 55tuan Group across China has exceeded 3.6 million, its average daily visitors come up to 6 million, it has opened such service in more than 500 cities and it has established joint venture companies in more than 20 principal cities of importance with the most sound group buying local companies (e.g. the 0531 Group in Jinan, the Shan Group in Xiamen, the 19 Group in Shenyang and so on) so as to provide service to local group buying consumers and shops. At present, 55tuan Group has nearly 5,000 staff all over China.

5.3.2 Operation Status

55tuan Group has invested lots of capital in establishing a complete system of offline operation system all over the county, its management team pays much attention to group buying users’ experience and it is one of the first group buying websites among the group buying sector who have got through the ISO 9001 quality system recognition.

55tuan Group has brought out a set of hardware and software system for interaction among shops regarding marketing and management upon which 55tuan Group owns IP rights, which has greatly enhanced group buying users’ experience, solves the settlement issues for the group buying shops and can provide the shops with the basis of establishing long term relationships with target consumers based on its powerful database function..

At present, 55tuan Group is developing fast across China, and based on its powerful local team and offline service capacity, it may become the first group buying company of China who goes for public oversea.

Besides, through a series of M&A, 55tuan Group has taken advantageous position in second level cities with vigorous demands. On one hand, its first level local group buying websites are more successful in local operation, and on the other hand, masses of sub-websites incorporating high-class resources have promoted 55tuan Group’s market position in the overall market, and it runs closely after the market leaders in the flow volume of group purchase.

5.3.3 SWOT Analysis

Chart 5- 2 SWOT Analysis of 55tuan Group

Strengths

Business mode is deeply localized, which expands the service chain to neighborhood and business district circle.

It insists on the practice that the group buying website be the sole interface confronting the users, which helps the enhancing of users’ experience.

It recently got strategic investment from top professional investment entities of China such as CDHfund Investments and Zero2IPO, where the financing amount is huge and the investors have strong capacities.

It has high capacity of offline operation, and its offline team integrated through M&A possesses business operation capacity of high level.

Weaknesses

Its advertisement investment in the early stage is comparatively small.

Opportunities

The development of group buying market is only at the start period and its future market space is huge.

Government’s support for e-business operation clears the way ahead for group buying sector’s development;

Group buying’s business mode is clear and the earning of profit is fast. Once possessing comparatively sound operation capacity and market accumulation, the group buying operation entities’ profit earning pressure will become relatively low and they can soon achieve the balance between revenue and expenditure.

Threats

Competition within the sector is fierce, while from time to time more competitors with strong capacities enter into the sector.

·      Investors

Ever since its establishment, 55tuan Group operates relying on the entrepreneur’s self-owned capital. In May 2011, 55tuan Group announced that it had finished its first round strategic financing, its investors included famous professional investment entities such as CDH Investments, Tianyou and Zero2IPO, and successively there would be other internationally famous investors joining in while the total amount of anticipated financing was US $ 0.2 billion. At the same day 55tuan Group declared the kickoff of its operation of oversea IPO.

·      Analyst’s Comments

55tuan Group brings the Wal-Mart Mode into the sector of group buying, affords liabilities to the users during the whole process, and expands users’ experience from online shopping to site shopping, which is a beneficial trial for enhancing users’ experience.

At present one of the key obstacles lying in the way of group buying sector is the lack of guarantee for the service, which leads to decreasing of consumers’ trust level and hinders the healthy development of the sector. 55tuan Group incorporates suppliers of products and services into its company management, which definitely will help correct the forgoing situation; what we should pay attention to is that, to achieve effective management upon suppliers from all kinds of traditional sectors, the key task is to set up a complete set of online and offline management methods and systems upon suppliers, and without such effective management system, it may increase the operation costs of group buying companies.

6. Research upon the Future Development Trend of Chinese Style Group buying

Ever since the fourth quarter of 2010, the involvement of capital has once got the operation core of group buying website deviated: group buying websites are very enthusiastic to advertisement launch with the purpose of struggling for sales volume and building brand awareness, and network medias, outdoor medias, TV medias and print medias become the main battlefield of group buying websites in the first level. Within the period of one year, the quarterly transaction scale of many group buying websites exceeds RMB 0.1 billion, and surpasses many B2C companies who have been in business for many years.

However, the research shows that the over-fast growth conceals many potential risks. Such as enterprise operation risks: to satisfy the business requirements under fast development, enterprises expand fast within a short period, which may lead to instability factors in the organization structure and the risk in the management; besides, too much focus on business target will indefinitely weaken the capacity of serving customers, which leads to the effect decreasing of users’ experience.

At present the following trends in the market deserve our attention:

First, it occurs in the group buying market that the leading companies begin to integrate the market resources. From the aspect of capital, the final financing of enterprises at the first level has become the target in competition among investors, while enterprises at the second and third levels are set at the turning points: their financing pressure is increasing and their business development is confronted with bottleneck. Therefore, these companies choose to enter into alliance with each other, or adopt the measure of cooperating with companies at the first level, so as to enhance their competitive ability.

Second, openness has become one of the general trends of the sector. Based on trend judgment of sinking and integration, research shows that, to grasp the open platform of resources can summarize the resources in the sector, so as to promote the optimization of market structure. Take QQ group buying for example, through linking in group buying websites of quality, the commodities presented by QQ platform every day come up to nearly 10,000 categories. As a platform with users resources, brand resources and platform management capacity, by integrating upstream group buying companies and shops resources and making use of the convenience of channels, QQ helps the fast and efficient concluding of transactions. Open platform reduces the marketing pressure of group buying websites and shops, so that they can focus on products and services.

In the end, since that the group buying websites providing service based on localized life have sank the service chain down: on one hand, group buying websites begin to enhance users experience, and with this as its orientation, they enhance the localization, perform standard management upon shops’ resources and guarantee the service level. For example, trials such as refunding services, appraisal system and appointment services are all improvements upon users experiences of service by group buying websites; besides, group buying websites’ management upon shops also gradually develops to be systematic, and management upon shops’ service through credit system, account period management, data support and so on will also become the operation focus.

7. Action Research upon Internet Group buying Users in China

This report adopts the method of questionnaire investigation, chooses lots of samples in the first and second level cities of China and performs research upon users’ acts and nature characters. This chapter extracts part of the investigation data, and analyses and describes the consuming act part of users. For other part of data, please refer to the 2011 Investigation and Research Report upon Internet Group buying Users of China.

7.1 Users’ Maximum Amount of Expenditure

Chart 7- 1 Amount of the Largest Order

Data demonstrates that, the maximum payment of group buying users is mainly made for commodities and service with price under RMB 300. Among which, the payment between RMB 100 to RMB 300 takes 27%, while payment between RMB 100 to 300 takes 41%. Users’ accepting rate for commodities and services of more than RMB 1000 is comparatively low, and takes no more than 5% of all.

7.2 Percolation Rate of Group buying Service

Chart 7- 2 Percolation Rate of Group buying Service

Data shows that, users with group buying experience take 84% of the target samples. The present internet users’ knowledge about group buying business has gradually become deeper and most users have once had consuming experience of group buying. This means that group buying has percolated completely into the life of internet users of China within a short period, and has played its role.

7.3 Group buying’s Stimulating Effect upon Internet Shopping

Chart 7- 3 Group buying’s Stimulating Effect upon Internet Shopping

Data reveals that, 87% of group buying users come from the original internet shopping users group. Investigation result shows that, 87% of the group buying users had had internet shopping experience before. Vice versa, group buying also has some stimulating effect upon the whole internet shopping market; wherein 3% users opened the internet payment business for the experience of group buying, and 10% of the original negative internet users activate their accounts.

7.4 Status of the Main Promotion Channels

Chart 7- 4 Status of the Main Promotion Channels

Data displays that, users get to know the group purchase information mainly through the advertisement promotion on internet, and more than 60% users have accepted internet advertisement information. What needs to be noticed is that, the recommendation by friends is the second effective information distributing method only behind internet advertisement. Wherein, 42.6% group buying users have accepted group buying information recommended by friends. The fast development of social intercourse media such as IM, twitter and SNS is the important support for the reputation dissemination.

7.5 Users’ Visit Frequency upon the Websites

Chart 7- 5 Users’ Visit Frequency upon Websites

Data manifests that, group buying users’ loyalty towards group buying business is comparatively high, nearly 40% users visit the group buying website every day, and about 75% users visit the group buying website every week. Group buying websites have established comparatively high user loyalty within a short period, and users’ requirements for local life service have been quickly stimulated and satisfied.

7.6 Consuming Classification of Users’ Group buying

Chart 7- 6 Consuming Classification of Users’ Group buying

Data shows that, among items users consumed through group buying websites, the catering items take the biggest percentage of 30%, the second is entertainment, which takes 25%, and the following items in sequence are life service, internet shopping and discount coupons, which respectively take 16%, 14% and 13%. Consuming based on local life service is the main part of service provided by group buying websites.

7.7 Innovation Service in Which Users Are Interested

Chart 7- 7 Innovation Service in Which Users Are Interested

Data shows that, the interest of group buying users for innovation businesses has the following characteristics: Users’ first interest is in real time refunding, wherein 23% users hope that such service can be opened; 23% users would like that the service can be more deep in the aspect of localization; users also are very interested in the function of online appointment, wherein 16% users wish that they can make online appointment and reservation for local life service they subscribe.

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Annex C

Confidential Beijing WOWO Tuan Information Technology Co., Ltd WOWO

Agreement Series:

WOWO Tuan Merchant Agreement (The Agreement)

Party A:	Beijing WOWO Tuan Information Technology Co., Ltd	(The ‘Party A’)
Party B:		(The ‘Party B’)

Both Parties friendly agree that Party B can organize customers who have common needs to make group buying on Party A’s web site (URL: www.55tuan.com).

Article One Cooperation Contents and Methods

1.1Group buying refers to Party A launches Party B’s product information on its website, Party A will collect corresponding fund firstly and then pay to Party B according to terms and conditions in the Agreement. ‘Group buying subscriber’ refers to consumers. ‘Group buying price’ refers to the price launched on Party A’s website, which is determined by Party A. ‘Group buying Coupon’ refers to the electronic voucher sent by Party A to subscribers.

1.2Refer to Annex One for product information and cooperation methods.

1.3Payment

1. 3. 1 The total sales revenue= the real sales numbers x settlement price.

1. 3. 2 The amount of consumption = real consumption numbers x settlement price.

1. 3. 3 After the group buying activity done, within one workday, Party A will pay Party B 50 percent of the total sales revenue (The first payment) . When the real consumption numbers reaches 80% of real sales numbers, Party A will pay Part B the balance of the total consumption sales subtracting the first payment within one workday. Within five workdays after the date of expiry of group buying coupon, Party A will pay Party B the left payment based on the total amount of consumption.

Article Two The liabilities of Party A

2.1Party A will launch Party B’s product information on the homepage of local website.

The exact launch date will be informed to Party B by Party A in advance. Part A reserves the right to adjust the launch place of Party B’s product information when the daily group buying reaches or exceeds the maximum of daily buying.

2.2If the group buying is successful, Party A will provide Party B the relevant data which

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will be used to accept and verify group buying subscriber information and the real sales numbers.

2.3In order to promote Party B’s product, Party A can use available online media to spread Party B’s product information. Party A can edit, use, display, quote, forward, copy, publish and spread the brand, trademark, service marker or other materials provided by Party B related to products or service.

2.4Party A will confirm the launching page with Party B. If Party B does not make any confirmation or feedback, it will be seen approved, and shall not require Party A to make any change in the future.

Article Three The liabilities of Party B

3.1Party B will not cooperate with other group buying websites and will not terminate the activity within 30 days after signing the Agreement.

3.2Party B needs to provide Party A with business certificate and related licenses. After signing the Agreement, Party B needs to provide launching material and physical sample for free. The materials, samples and related information must be legal. The sample should be the same with those products sold to group buying subscribers and should meet the standards of state and industry’s requirements. The materials and group buying products should be subject to laws and regulations of China and should not violate the rights and Intelligent Property of the third party.

3.3Party B will guarantee that during the period of group buying, the group buying price is lower than any price published on the current market, and there is also no gift promotion on this product. At the same time, Party B should not sell the product at the same price initiated by Party A in their group buying.

3.4Party B should provide training to relevant personnel according to the conduct procedure made by Party A. Party B should provide the invoice in line with the price used in group buying.

3.5Party B guarantees that Party A can make refund to subscribers and can deduct relevant expenditure from the balance, or get reimbursement accordingly where Party B could not provide products to subscribers during group buying activity.

Article Four Agreement Breach

4.1The two sides should be strictly subject to this agreement. The one who breaches the agreement should bear the liability for compensating the cost and expenditure of the other party. Party B agrees that Party A has the right to work out the solutions with

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Party B on behalf of subscribers.

4.2In the event the parties are unable to settle a dispute between them regarding this Agreement, both parties agrees to submit the Beijing Arbitration Commission for relevant arbitration.

Article Five Miscellaneous

5.1No matter what kind of reason results in terminating this agreement, Party B should continue to provide after-sales service accordingly where the group buying products have after-sale service.

5.2The parties hereto agree to be bound by the confidentiality and non-disclosure of business information.

5.3The Agreement has two copies, enters into effect after sealing. Original and facsimile have the same effect.

Party A:	Beijing WOWO Tuan Information Technology Co., Ltd	Party B:
Representative:		Representative:
Date:		Date:

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Confidential Beijing WOWO Tuan Information Technology Co., Ltd WOWO

Annex One Product Description

Part A: Beijing WOWO Tuan Information Technology Co., Ltd Party B:
The name of Merchant:
Merchant Tel:                                                                     Fax:
Address:
The name of Product:
Price on market RMB             , Party B agrees Party A can organize group buying based on the price RMB(          ). The validity of Coupon (         )months (         )days
Product Details:
Contact person QQ/email:		Tel:
Open time:		Validity:
Need reserve or not:        oY       oN		Reservation days:
Reservation Tel:		Daily limited Reservation Numbers:
The minimum Group buying:		The maximum Group buying:
Valid for one person only:             oY           oN		with other offers:             oY           oN
Need Express: oY          oN		When to deliver the Express:
Other limitations:
Special requirements from merchant:
Party B Bank Information: Bank Name:
Account Opening Bank:
Account :
Notice: Party B guarantees that when Party A transferring relevant payments to Party B’ s account will be seen as being subject to this agreement. Party B will guarantee the usage, authenticity and accuracy of the above account.
Notice:
Note:	1. remind the merchant to communicate with reception regarding to restaurants.
	2. please keep merchants’ contact phone available.
Party A (seal)		Party B (seal)

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Annex D

I. Confirmation and Acceptance for Service Terms and Conditions

This agreement of service terms and conditions are made and entered into between users (“you”) and 55tuan Information Technology Co., Ltd (as “55tuan” hereunder). 55tuan website is made up of several websites and WebPages operated by 55tuan or its associates (combined as “55tuan website”).

i.Remind hereto by 55tuan, users (you) should read carefully and completely accept this service terms and conditions. Otherwise, you are forbidden to use this service if disagree to and/or randomly modify these clauses.

ii.55tuan Company can update at liberty these clauses without additional notice. Service terms and conditions of 55tuan company (abbreviated as “service terms and conditions” hereunder) once occurs alteration, the company could announce modification contents in webpage. Those original terms and conditions shall be replaced effectively by the modified ones immediately after announcing in webpage. You can log in 55tuan website to search for latest terms and conditions at any time.

iii.You also acknowledged that you accept legal capacity and disposing capacity provided by 55tuan while place orders, and shoulder responsibility for information truth provided in orders as well. If you are not old enough to enter into binding contract with 55tuan (including but not limited to electronic contract) according to regulations of law, you are not allowed to use this service and accept service terms and conditions as well.

II. Services provided by 55tuan

i.55tuan Company has subsidiaries and associated legal entity (“associated entity”). In certain circumstances, these enterprises will offer services for you on behalf of 55tuan Company. You hereby agree to services being entitled to be provided by subsidiaries and associates.

ii.Through mix product service, 55tuan provides abundant online and offline resources, as well as products and services information, including but not limited to various group purchase’ information services, e-mail, web forum and chatting room, etc. (abbreviated as “services” or “these services”). This terms and conditions apply to all kinds of services provided by 55tuan and its associates, however, if specific services have separated service terms and conditions, guidance or rules, you shall pursuant to this terms and conditions and clauses, guidance or rules etc. related to above service announced by 55tuan at any time. The above said guidance and rules constitute a part of this terms and conditions.

iii.“Group purchase’ information service” is one of services offered by 55tuan. It means the information service that 55tuan Company gathers a bulk of consumers with the same purchase intention through internet or mobile internet or other media, conducts purchase behavior to operating units, such as catering and markets etc., as a result, requires information service commission from the consumers.

iv.55tuan Company devoted to providing optimum service experience and can continuously conduct innovation and alteration for type and nature of services without prior notice.

v.You acknowledge and agree that in the event of you are not allowed to get access to your account by 55tuan Company, then the services, account materials or any documents

or other contents included in your account cannot be accepted.

III. Usage service of users

i.Users have to install equipments for Internet and Telecom value added service by his/her own, and pay expenses on communication and information etc. of individual network or imposed by third party (including but not limited to Telecom or Mobile Communication providers).

ii.Except additional agreement with 55tuan Company thereof, you agree that this service is only used by individual instead of for commercial purpose. Either you are not allowed to duplicate, copy, sell any part or usage or requisition of this service, or carry out research and advertising as well as for other commercial purpose in taking advantage of this service, except for additional applicable guidance or rules provided on specific service by 55tuan Company.

iii.Comply with concerned national laws and regulations, rules and regulations in using services provided by 55tuan.

iv.Prohibit sending information with contents which interfere with social security, or with illegal, false, interruptive, humiliated, threatening, harmful, destructive, provocative and pornographic contents.

v.Based on importance of network service provided by 55tuan, this agreement with users witness as follows:

1.Provide detailed, accurate personal materials.

2.Continuously update register materials in compliance with promptly, detailed and accurate requirements.

3.Users shall make sure security of user name, password and other personal information, shall be fully responsible for all activities and events carried out by them.

4.Each user has only one correspondent user name and password, transference is not allowed.

IV. Service Norms for Group Purchase

For one of services provided by 55tuan Company— time-limit network group purchase service, in addition to understand and abide by foresaid norms of this terms and conditions, users shall also understand and abide by norms as follows:

i.Products, Price and Quantities of group purchase

1.55tuan Company promises that each item of products’ information is true and effective, in witness whereof the agreement signed by and between 55tuan Company and sellers as guarantee. 55tuan Company will reasonably check sellers’ qualification, products’ quality and certificate and identification related to security. Sellers shall be responsible for products’ quality and security.

2.55tuan Company is entitled to decide price of 55tuan coupon, minimum limited-to-purchase quantity for group purchase, numbers of 55tuan coupon used in each purchase for every customer and total amount of 55tuan coupon in each group purchase, and to reserve right to modify at any time.

3.Users accept group price and limit-to-purchase quantities when purchase group-purchase products, and accept usage limit, these terms and conditions, as well as

other norms of 55tuan coupon and of instructions in webpage.

ii.Acquisition and usage of 55tuan coupon

1.55tuan coupon must be used in validity period, unless agreed through and by 55tuan and sellers, overdue 55tuan coupon cannot be as consumption voucher.

2.55tuan coupon is unendorsed and unregistered to loss, user shall be responsible for personally loss, password unveil and acquisition by others disguised for coupons, in the event of user failed to safeguard coupons appropriately.

3.55tuan coupon can only as consumption voucher for users, not as cash.

4.55tuan coupon cannot be used with other privilege, unless allowed or specifically stated by sellers.

5.Purchase 55tuan coupon in any other channels other than from 55tuan Company, any problems caused by, including but not limited to failure to acquire products or services, in this case, 55tuan Company cannot guarantee your legal equity based on laws.

6.55tuan Company is not responsible for any problems caused by transaction and transference of 55tuan coupons by customers’ own.

7.55tuan Company is not responsible for failure to enjoy service or consumption caused by failure to appoint in advance, in the event of appointment in advance pointed out in 55tuan coupon.

8.If without specific statement, users are entitled to ask sellers to issue formal invoice with sufficient amount on consumption of 55tuan coupon. Sufficient amount means amount of purchasing 55tuan coupon, not original price of group-purchase products. 55tuan Company is not obliged to issue any invoices to users and is not responsible for invoice-issuing by sellers.

9.Users clearly know that sellers will be fully responsible for all losses and damages of group-purchase products caused by in process of consumption when users consume in place of sellers.

10.Each 55tuan coupon shall be totally converted in one-time, unless additional stated by 55tuan or 55tuan coupon.

11.55tuan Company is entitled to design terms and conditions of profit-return activities by its own and to have independent judge and determination rights for profit-return activities, including but not limited to whether users are allowed to attend profit-return activities, whether users are satisfy profit-return conditions and how to use after acquire profit-return etc.

12.55tuan Company has right to modify or cancel any statements and promises in one side, in the event of false products’ information occurred on website or products were in out-of-store condition.

13.55tuan indicated clearly the price and profitability of group-purchase products. This kind of information shall be modified without any notice.

14.After confirmed your purchase orders, in the event of due to sellers raise price, which caused fluctuation of group-purchase price along with fluctuation of taxation, or due to mistakes of 55tuan Company which inflict price fluctuation of group-purchase price, you are entitled to cancel orders. Hope you to inform customer service department promptly by e-mail or telephone.

iii.Refund

We will arrange refund promptly to users in conditions as follows:

1.The group-purchase failed due to person numbers are not enough to reach minimum numbers;

2.Sellers failed to or refuse to provide service in validity period of group-purchase after group-purchase was carried out successfully in some conditions, such as sellers flee, closed and bankrupted etc.

V. Users’ password and account’s security

i.You may be required to provide personal information (such as identification or contact materials) as a part of register procedure of service or of using service lastly for purpose of acquiring certain services. You agreed that any registration information given to 55tuan Company is accurate, correct and latest. Registration and usage of user’s name and nickname shall be in conformity with network morality, abide by concerned laws and regulations of PRC.

ii.You shall maintain the password and protect security of account after finished registration procedure and accepted password and account. You shall be responsible for activities in taking advantage of your password and account by others. 55tuan Company is not responsible for behaviors of illegally or in unauthorized condition using your account and password until make identification with. IN WITNESS WHEREOF, you agreed and promised as follows:

1.Immediately inform 55tuan Company in an effective way in case that your password or account were used in unauthorized condition or suffered any other security problems.

2.Users agreed to accept products’ promotion information or other related commercial information given by 55tuan Company through e-mail, webpage or other legal methods. In condition of using Telecom value added service, users agreed to receive related service information or other information from this company and its cooperative companies through value added service system or other methods, other information including but not limit to notice, promotion and advertising information etc.

VI. Privacy and your personal information

i.Please refer to privacy policy of 55tuan Company for information of data protection practices. This policy explains the methods of 55tuan Company to deal with your personal information and protects your privacy in using service.

ii.55tuan Company protects users’ privacy materials, such as e-mail and telephone number etc., and promises not to lease or sell personal material information to any third party without consent of users, unless in condition as follows:

1.Users agreed to share materials with third party.

2.Users agreed to unveil their personal materials in enjoying products and services provided.

3.55tuan Company shall comply with court subpoena, laws’ order or abide by laws’ procedure.

4.55tuan Company finds that users violated service terms and conditions or other instruction regulations.

iii.Specific agreement of users’ privacy shall be based on privacy statement of 55tuan

Company. In event of materials provided by users include incorrect information, 55tuan Company reserves right to terminate users’ access to network service.

iv.You agreed to use your data in conformity with privacy policy of 55tuan Company.

VII. Public information posted in 55tuan website

i.Users confirmed and agreed that all discussions on forums, electronic bulletin board service, chatting room and/or other messages or communication facilities (united as community) are public, not private messages. Therefore, others may read communication contents of users without approval from users. Any news, words, software, music, audio, picture, figure, video, information, registration materials of users or other materials (as “contents” hereunder) forwarded in methods of uploading, posting, sending instant messages, e-mail or any other ways, whatever forwarded in public or private, contents providers shall bear responsibility for. 55tuan Company neither can control contents sent through this service, nor get behaviors of users in comprehensive control, therefore, this company is not responsible for guaranteeing legality, correctness, completeness, truth or quality of contents, for any related to community and any actions taken in taking part in community by users; you have predicted that you may access to unhappy, uncomfortable or disgusting contents in using this service, and agreed to judge by your own, bear risks as well, instead of depending on 55tuan Company.

ii.You agreed that contents posted in public area or in scope of service item, including but not limited to characters, pictures, figure or video and audio materials, shall be observed to authorize 55tuan Company globalization, license-free, non-exclusive, fully sublicense right and forever effective use right. 55tuan Company can duplicate, modify, alter, adapt or publish and forward in mobile phone the above said contents for the purpose of displaying, disseminating and promoting or any other destination.

iii.For the posted contents, you guaranteed that you have possessed necessary rights or authorized rights to carry out behaviors of providence, post, uploading and submission.

iv.Links and search engine service: other website links included in 55tuan website are only providing convenience for users, not mean 55tuan website supports and be responsible for contents of third party’s website and their accuracy. This service or third party can offer links connected to websites or resources of other international internet. Due to these websites and resources are not in control of 55tuan Company, you understand and agree that: 55tuan Company is not bearing responsibility for no matter whether these websites and resources can be used or not; 55tuan Company is also not guaranteeing and responsible for any contents, advertising, products or other materials existed in or derived from these websites or resources. 55tuan Company is not shouldering direct or indirect responsibility for any damages or losses to users caused by using or depending on any contents, products or service acquired from or through these websites or resources. In case that contents included in links or links provided by search engine in your opinion infringe your rights, 55tuan Company has stated has noting to do with above contents, so it’s not necessary to shoulder responsibility. But 55tuan Company suggests that you contact those websites or legal department to look for legal protection.

v.However, in any circumstance, 55tuan Company has right to (not obliged to), in consideration of itself, refuse and delete contents which violated terms and conditions or

dissatisfied contents by 55tuan Company or other users. In the event that users violated national laws and regulations or terms and conditions of this service, 55tuan Company has right to take any necessary measures, including but not limited to filter, edit or remove any contents published by users or suspend or close accounts, halt to provide total or part of services for users without bearing any responsibility through adjudication and judgment by its own, save relevant records and report to concerned institutes; if caused 55tuan Company or cooperative companies suffered from any damages or disputes, litigation and claims etc. from third party, users shall compensate correspondent losses to this company or cooperative company and bear legal responsibility for all results produced in violating terms and conditions.

VIII. Ownership of contents of network service

i.Contents of network service defined by 55tuan Company include: characters, software, audio, picture, record, all contents in graph, all contents in e-mail, other information provided by 55tuan for users. All these contents are protected legally by copyright, trademark, label and other property ownership.

ii.Users cannot use these contents until being authorized by 55tuan Company and obligee, use, plagiarize, copy, modify and edit these contents or create derivative products related to these contents without permission are not allowed. Users accept group price and limit-to-purchase quantities when purchase group-purchase products, and accept usage limit, these terms and conditions, as well as other norms of 55tuan coupon and of instructions in webpage.

iii.Any user accept this terms and conditions, which means this user transfers freely and exclusively 55tuan Company economic rights of any information published in 55tuan website at any time and in any form in an voluntary way, including but not limited to: duplicate right, distribution right, lease right, exhibition right, performance right, presentation right, broadcasting right, communication right of information networks, production right, adaption right, translation right, assembly right, as well as other transferable rights enjoyed by copyright owner, to allow 55tuan alone or with other copyright works to duplicate, modify, publish, edit, distribute, perform and display information through any media and techniques, not limited by time, as well as areas. Meantime, this user authorizes 55tuan to file legal proceeding separately on any subject infringement and to claim total compensation.

IX. Service risks and relief statement

i.You understood and agreed to bear risks independently for services which were provided in “current situation” method. Services involved in internet and mobile communication services etc., which may be affected by unstable factors in all links. Therefore, users shall be responsible for risks which caused service suspense or failure to satisfy users’ needs, such as force majeure, computer virus, system instability, users’ location, shut down computer by users and communication line reasons etc.

1.55tuan Company and its subsidiaries, as well as its associates is not necessarily to make statement or guarantee as follows:

1)Satisfy your needs for using services.

2)Services are prompt and safe, without suspense or mistakes.

3)Any information acquired in using services is accurate or reliable.

2.55tuan Company is not responsible for failure to send and receive reading messages, or transmission in mistake and to save time effectiveness designed by person or for other problem caused by foresaid risks.

3.You understood and agreed to formulate and bear risks by your own for any materials acquired in using services.

4.Any suggestion or information (whatever in oral or in written) acquired from 55tuan or through or acquired from services do not constitute any guarantee which unclearly stated in this terms and conditions.

ii.In the event that company’s system suffered breakdown, which affected common operation of this service, this company promises to cooperate with related institutes immediately in order to repair promptly. However, 55tuan Company is not responsible for economical losses caused. Besides, 55tuan Company reserves right to suspend any parts of this service without prior notice for purpose of maintenance, update or other destination.

iii.Usage and storage: you acknowledged that 55tuan is entitled to formulate general measures and limits for this service, including but not limited to this service will reserve users’ information, e-mail information, posted contents or longest period of other uploading contents. You agreed that 55tuan relieves responsibility for deletion or unsaved of any information, communication materials and other contents saved or forwarded through this service. You also agreed that 55tuan is entitled to randomly alter these general measures and limits in its own opinion, no matter whether give notice or not.

iv.Responsibility limits

1.You understood and agreed that 55tuan Company, its subsidiaries and associates, as well as its licensors are not responsible for direct, indirect, particular and consequent damages, which may derived from: inappropriate method to use network service, purchase commodities or carry out services with same type on the internet, conduct transaction on-line, use illegally network service or alter the sent messages. These behaviors are all possible to damage 55tuan Company’s image, therefore, 55tuan Company firstly proposed the possibility of these damages.

2.55tuan Company relieves from bearing responsibility for collapse of sale system of 55tuan caused by force majeure or other uncontrollable reasons or for failure to finish transaction or information losses caused by failure to use commonly. However, 55tuan Company will try its best to assist with to handle resolution matters and endeavor to relieve customers from suffering economic losses.

3.Except other limitation regulated in usage regulations of 55tuan Company and excluded situation, within limitation of laws and regulations of PRC, 55tuan Company, directors, administrative staff, employees, agents, or other representatives relieve from being responsible for in any situation any direct, indirect, particular, attached, consequent or punitive damages or damages in other nature caused by or related to transaction.

4.In any situation, 55tuan Company is responsible for compensating each 55tuan coupon, whatever responsibilities under contract, guarantee, infringement (including negligence)

or other responsibilities, the compensation funds will not exceed total amount of consideration.

v.Exemption responsibility

1.The 55tuan coupons will be exchanged into commodities or service by sellers. Sellers not 55tuan Company are sales person and providers for commodities and service. Sellers are responsible for cashing your 55tuan coupon of products or service. Users shall bear responsibility independently for their interaction with sellers and other users.

2.Users confirmed hereto to relieve 55tuan Company, its directors, administrative staff, employees, agents or other representatives from bearing responsibility for compensation of commodities or service of sellers, including but not limited to violation of laws and regulations by sellers or failure to abide by provisions of 55tuan coupon.

X. Service alteration, suspense and termination

i.Service alteration

1.Ownership, operation right and all explanatory right of this service belong to 55tuan Company. Services provided by 55tuan shall be implemented in conformity with published general regulations, service terms and conditions, as well as operation specifications.

2.55tuan reminds specifically users that 55tuan Company has right to modify service contents, suspend part or total of services with or without prior notice for purpose of safeguarding autonomous right of sellers development and adjustment. Modification will be published in related webpage of 55tuan website, being observed as notice once announced. 55tuan Company relieves responsibility for users or any third party.

3.55tuan has right to alter or suspend at any time characteristics or settings of any respect, including but not limited to written scheme, contents, service time and necessary visit equipments. 55tuan relieves responsibility for word-setting mistakes or ignorance related to texts or film. In addition, 55tuan Company is entitled to stop disseminating any information or part of or certain kind of information at any time, to change or reduce transmission methods, speed or other signal characteristics.

ii.Service suspense and termination

1. If any condition below happened, this company is entitled to suspend or terminate to provide service for users without prior notice:

1)Users provided untruthful personal materials;

2)Users violated regulations of this terms and conditions;

3)In accordance with requirements of department in charge of;

4)Other particular situation which was thought to satisfy overall service requirements.

2. Users and 55tuan Company can suspend one or several network services at any time according to actual conditions. 55tuan Company is not entitled to terminate or suspend services for any users until users’ behavior was thought to unacceptable or violate this terms and conditions. Users can perform rights below if disagree with modification of services or dissatisfy with services:

1)Stop using network service of 55tuan.

2)Announce 55tuan to stop providing services for this user.

3. Users’ access to network service was not terminated immediately until terminated users’ services. Users have not right to ask 55tuan and 55tuan is not obliged to disseminate any unsettled information or unfinished service to users or third party since then.

XI. Trade mark information of 55tuan Company

i.[55tuan, 55tuan logo] etc. and other marks, as well as names of products and service are all trade marks of the company (specified as “55tuan marks” hereunder). You are either not allowed to display or use 55tuan marks or do other disposal, or present in others that you have right to display, use marks or other behavior of being entitled to dispose marks without prior written consent of 55tuan Company.

XII. Modification of terms and conditions

i.55tuan Company is entitled to alter contents of terms and conditions. It will present alteration contents after alteration.

ii.Users shall voluntarily cancel this network service if disagree with modification of terms and conditions.

iii.You will be observed as agreement with modified terms and conditions if you continue to use our service after alteration.

XIII. Others

i.Title of this terms and conditions is only convenient for reading and taking part in, instead of defining or limiting terms and conditions of this agreement.

ii.In the event of service provisions of 55tuan Company are contradictory to laws of PRC, these provisions shall be re-explained fully according to laws and regulations. Other legal provisions shall remain legally effective and influential.

iii.These service provisions are indispensable, in the event of any regulation of these service provisions was judged as ineffective or unenforceable, this regulation can be deleted and the remaining provisions shall still be enforced.

iv.Conclusion, execution and interpretation, as well as disputes resolution of this agreement are applicable to laws of PRC.

v.Both parties shall resolve disputes on contents or execution of this agreement through consultation; if consultation cannot be achieved, any party can apply for arbitration with Arbitration Commission of Beijing for adjudication according to effective arbitration rules.

SIMPSON THACHER & BARTLETT LLP

AMERICAN LAWYERS

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

DIRECT DIAL NUMBER	E-MAIL ADDRESS
(852) 2514-7650	clin@stblaw.com

November 22, 2011

CONFIDENTIAL

Amanda Ravitz

Tom Jones

Mary Beth Breslin

Eric Atallah

Kevin Vaughn

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:Wowo Limited

Amendment No. 2 to Confidential Draft Registration Statement on Form F-1 Submitted on October 27, 2011

Dear Ms. Ravitz, Mr. Jones, Ms. Breslin, Mr. Atallah and Mr. Vaughn:

On behalf of our client, Wowo Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), we enclose ten (10) copies of the Company’s revised draft registration statement on Form F-1 (the “Revised Registration Statement”) for review by the Securities and Exchange Commission (the “Commission”) on a confidential basis. The Revised Registration Statement has been marked to show changes to the draft registration statement confidentially submitted to the Commission on October 27, 2011. On behalf of the Company, we wish to thank you and the other members of the staff of the Commission (the “Staff”) for your prompt response to the Company’s request for comments.

Leiming Chen Philip M.J. Culhane Chris Lin Sinead O’Shea Jin Hyuk Park Youngjin Sohn Kathryn King Sudol

Resident Partners

Admitted in New York

NEW YORK BEIJING LOS ANGELES LONDON PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.

SIMPSON THACHER +9& BARTLETT LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE STATE OF NEW YORK. THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMITED TO THE EXTENT PROVIDED IN SUCH LAWS. ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

The Company has responded to all of the Staff’s comments by revising the draft Registration Statement to comply with the comments, providing an explanation if the Company has not so revised the draft Registration Statement, or providing supplemental information as requested. In addition to the amendments made in response to the Staff’s comments, the Company has also revised the draft Registration Statement to reflect developments since the time of the last confidential submission.

Set forth below are the Company’s responses to the comments contained in the letter dated November 10, 2011 from the Staff. The comments are retyped in italicized bolded type below for your ease of reference and are followed by a summary of the responsive actions taken. We have included page numbers to refer to the location of the Revised Registration Statement where the disclosure addressing a particular comment appears.

Prospectus Summary, page 1

1.We note your response to prior comment 2; however, given that your statement is based on total deals offered and total deals for local services offered for a one-month period, and your position with respect to additional metrics on which leadership could also be measured such as revenue, total deals sold, or number of visitors or purchasers is not disclosed, it remains unclear why you say you are “the” leading provider of local social e-commerce services in China. Please revise or advise.

The Company has revised the referenced disclosure on pages 1 and 99 in response to the Staff’s comment.

Related Party Loans and other Payments, page 125

2.We note your supplemental response to prior comment 15. Please expand this section of your document to disclose the material terms of the underlying transaction mentioned in your supplemental response.

The Company has revised the referenced disclosure on page 128 in response to the Staff’s comment.

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Note 1 - Organization and Principal Activities, page F-11

3.We note from your responses to prior comment 19 and 31 that you believe most companies in the industry will be acquired or liquidated in the short term because of a funds shortage. In light of these economic challenges facing companies in the industry, it remains unclear to us how you determined a 10 year useful life was appropriate for acquired trade names and domain names. Please explain in greater detail how you considered these economic challenges facing the industry in determining the 10 year estimated useful life.

The Company respectfully submits to the Staff that the Company recognizes the acquired trade names and domain names at fair value as of their respective acquisition dates which is measured with their respective highest and best use. However, after the acquisition, these trade names and domain names are no longer used by the Company on a stand-alone basis but are used simply to redirect users to the Company’s primary site, 55tuan.com. Therefore, the Company has revised the estimated useful life of the acquired trade names and domain names from 10 years to 2 years, after taking into consideration of the decrease in the user base and the substantial decline in number of times the trade names and domain names are used for the redirection after the acquisition. As the Company does not recognize the one day push down of the amortization amount of the intangible asset for the year ended December 31, 2010, there is no impact on the statement of operation due to revision in the estimated useful life. The useful life of the domain names and trade names has been revised to 2 years and disclosed in the footnote of Summary of Significant Accounting Policies on page F-21.

4.Further to the above, we note that you refer to the defensive nature of the intangible asset. in light of the early stage of the industry and the lack of significant operations for many of the acquired entities, explain why you believe there will still be demand for the trade names and domain names in 10 years. Please note that your analysis should be unique to each acquisition, though you may group similar acquisitions together for purposes of this response. In this regard, if you elect to group similar acquisitions together, please provide us with an explanation of why you believe the acquired entities are similar in terms of evaluating the useful life of the trade names / domain names.

The Company respectfully refers the Staff to the response to Comment 3.

5.We note in your response to prior comment 19 that you provided a sensitivity analysis whereby you state you believe that if the useful life were to be shortened to five years, the allocation to the trade name / domain name would decrease from $380,000 to $200,000. Please explain to us why the value of the intangible asset would change if the useful life was changed. In this regard, we note your response to prior comment 32 that you applied a relief from royalty method in valuing the intangible asset and that such method applied an estimated royalty rate to the revenues derived from the underlying asset. Based on this discussion, it is unclear why a change in the useful life would impact the valuation as it is not clear why either the royalty rate or the revenues from the asset would change.

The Company respectfully submits to the Staff that the change in useful life would not impact the valuation of the trade names / domain names acquired through business acquisitions. The fair value of these trade names / domain names is measured with its highest and best use.

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6.We note from your disclosure on page F-56 that you amortize your trade name / domain name intangible assets on a straight-line basis. In your response to prior comment 19, you state that the economic life of the trade names is the period you can receive benefits from the trade names by preventing other market participants from realizing any value form these trade names. Further, you state that the value of the trade names will diminish over the contractual years. Please explain to us in greater detail why you believe a straight-line amortization of these assets is appropriate in light of these factors. Tell us what consideration you gave to utilizing an accelerated amortization method for the trade name assets and why you ultimately concluded straight line amortization was more appropriate.

Based on the reasons noted in the response to Comment 3 above, the Company respectfully submits to the Staff that the Company has revised the useful life of the trade names / domain names intangible assets which are used for redirection from 10 years to 2 years.

Note 2 — Summary of Significant Accounting Policies, page F-17

Revenue recognition, page F-17

7.We note your response to comments 23-29. Based on the facts and analysis set forth in your response letters, we are unable to agree with your conclusion that you are the primary obligor in the group buying deal transactions. Please address the following:

·Please clearly explain why you believe you are the primary obligor under FASB ASC paragraph 605-45-45-4.

·Alternatively, please revise your filing to present revenues on a net basis under FASB ASC section 605-45. Please note the guidance FASB ASC paragraph 650-45-50-1 which indicates that you may disclose gross transaction volumes parenthetically or in the notes to your financial statements.

·Please note this comment and the related revenue recognition comments below also apply to the financial statements you have provided pursuant to Rule 3-05 of Regulation S-X beginning on page F-94.

·In connection to any restatement in the presentation of your revenues for any of the periods included in this filing, please provide the disclosures set forth in FASB ASC 250-10-50-7 through 50-10.

The Company respectfully submits to the Staff that the Company has revised the disclosure on pages F-18 to present revenues on a net basis under FASB ASC section 605-45 in response to the Staff’s comment. The Company acts as an agent rather than as the principal in the delivery of the products or services underlying the coupon as it does

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not assume the risks and rewards of ownership of goods nor is it responsible for the actual fulfillment of services. Both of these are the responsibilities of the merchants.

The Company has revised the disclosure with respect to the net revenue presentation in all financial statements the Company have provided pursuant to Rule 3-05 of Regulation S-X beginning on page F-103.

The Company respectfully submits to the Staff that the Company has added the separate disclosure Note 2 to all previously issued audited financial statements which have been restated, in accordance with FASB ASC section 250-10-50-7 through 50-10.

8.As a related matter, please note that if you conclude that net reporting of revenues is appropriate, you are also required to present a corresponding cost of revenues line item as required by Rule 5-03(b)(2) of Regulation S-X. Please revise the tiling as appropriate to clearly describe the material components of your cost of revenues.

The Company respectfully submits to the Staff that the Company has revised the disclosure on page F-20 to describe the material components of cost of revenues in response to the Staff’s comment. Cost of revenues primarily consists of depreciation of property and equipment, payroll of the editorial personnel, processing fees paid to third- party payment service providers, logistics fees paid to third-party courier companies, website hosting costs, short message distribution costs, amortization of acquired trade names / domain names and refunds to subscribers for redeemed coupons that are not reimbursed by the merchants.

9.Please provide us with supporting details of what comprises the significant components of your selling and marketing expenses. Explain to us if you plan to classify any portion of these expenses as cost of revenues.

The Company respectfully submits to the Staff that the Company has added the disclosure in Note 3 on page F-20 to describe the significant components of the marketing expenses in response to the Staff’s comment. The marketing expenses primarily consist of (i) online marketing costs, such as sponsored search and advertising on social networking sites, (ii) offline advertising expenses, such as bus exterior or metro walkway advertising and print advertising, (iii) payroll of marketing personnel, (iv) the amount of the cumulative shortfall incurred when the Company sells Wowo Coupons for a specific merchant to its subscribers at a loss that results in negative revenue on a cumulative basis in order to develop a potentially long-term relationship with the merchant, and (v) email distribution marketing costs. Any cost related expenses have been reclassified as cost of revenues. Please refer to the Company’s response to Comment 8.

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10.In connection with any revision to the presentation of your revenues, please also revise your accounting policy disclosures to clearly explain how you will account for your obligation to make refunds to users for unsatisfactory services or products.

The Company respectfully submits to the Staff that the Company has revised the accounting policy disclosure on page F-19 in response to the Staff’s comment. The Company provides cash refunds or issues credits to its subscribers for unsatisfactory services rendered or products delivered by the merchants to the subscribers in accordance to the Company’s published service commitment which guarantees full refund to unsatisfied subscribers. The merchants are contractually responsible and liable for the quality of the services rendered or products provided and the Company holds the right to claim reimbursements from the merchants. Therefore, the amounts of costs that the Company incurred as a result of such refunds are minimal for all periods / years presented as cost of revenues.

Rewards program, page F-17

11.We note your response to prior comment 30. In connection with any revision to the presentation of your revenues, please also consider how the changes may impact your accounting for the rewards programs. Revise your accounting policy disclosures to clearly explain how you will account for these rewards programs.

The Company respectfully submits to the Staff that the Company has revised the accounting policy disclosure for the rewards program on page F-20 in response to the Staff’s comment. The Company issues referral credits to its existing subscribers (“referrers”) pursuant to the Company’s marketing programs offered to promote its group-buying platform to new subscribers (“referees”). In exchange for the promotional services provided by the referrers, the Company deposits credits that can be used for future purchases in the referrers’ accounts once the referees make purchases. Pursuant to ASC 605-50, the merchants are considered the Company’s customers under the deemed agency relationship model, therefore when the Company provides the referrers with credits, the Company accrues costs at issuance in accrued expenses on the balance sheets, with a charge to selling, general and administrative expenses on the statements of operations.

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Note 3 — Segment Information, page F-24

12.We note your response to prior comment 34 that your sales districts “could meet [the] criteria of an operating segment...and could potentially be considered as a separate operating segment.” Please clarify for us your conclusions as to whether the sales districts represent separate operating segments. Refer to the guidance in FASB ASC 280-10-50-1.

The Company respectfully submits to the Staff that, due to the facts that the Company acts as an agent rather than as the principal in the delivery of the products or services and has changed its reporting of revenues from gross to net basis, and also because there is no allocation of the direct or indirect costs to sales districts level, net revenues (i.e., the commission received from the merchants) is the only available financial information provided to the chief operating decision maker at the sales districts level. Since there is no discrete financial information which contains a measure of segment profit or loss by sales districts available at sales district level, the chief operating decision maker does not have enough information to assess performance and make resource allocation decisions by sales district, and the Company concludes that the sales districts do not represent separate operating segments.

13.We note your analysis of the aggregation of the segments. You state that you believe the sales districts have similar economic characteristics. However, we note that the gross margins for the month of September and for the third quarter vary significantly. Specifically, we note the highest gross margin for September of 6.53% is 125% of the lowest gross margin. Similarly, we note the highest gross margin for the third quarter of 6.09% is 592% of the lowest gross margin. Please provide us with additional analysis supporting your assertion that the sales districts would qualify for aggregation. Please specifically address the following:

·Provide greater analysis to support your conclusion that the sales districts exhibit similar economic characteristics. In this regard, address your expectations of the economic characteristics for future periods. Refer to the guidance in FASB ASC 280-10-55-7A.

·To the extent that you conclude that net presentation of revenues is appropriate, please explain to us how such conclusion might impact your analysis of your segment presentation. In this regard, discuss whether there will be any changes to the reports provided to your CODM.

·To the extent that you conclude that you are not the primary obligor in the group buying deal transactions, please update the analysis of the aggregation criteria as appropriate. In this regard, we note your response to prior comment 35 is focused on your sale and distribution of coupons to customers rather than your arrangements with the merchants.

The Company respectfully submits to the Staff that the Company manages its sales resources based on the number of cities the sales district operates to enhance management efficiency. Nevertheless, the management may change its sales organizational structure from time to time. For example, at the beginning of 2011, the Company had no regional sales managers. As the number of cities where the Company has local service operation expands, the Company organized its nationwide sales teams

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under four, later to eight, and then to 13 regional managers. In November 2011, the Company decided to merge its Shenzhen sales district with Guangzhou sales district due to the departure of Shenzhen regional manager for personal reasons. In addition to the current twelve sales districts nationwide, the Company owns a key-account sales team which is responsible for sales relationship with large national merchants who typically have group buying offerings launched across multiple regions. In addition, the Company is not the primary obligor in the group buying transactions and the revenue is reported on a net basis. The analysis by sales districts is only available at the net revenue level with no allocation of direct or indirect costs as the Company presents revenue on a net basis, representing the amount billed to the subscribers less the amount paid to the merchants. Since all sales districts use the same website and the same third-party payment service providers to sell the coupons, share the same editorial team and the same management team, no discrete information for each sales district is available below the net revenue line. Therefore, the financial information does not contain gross profit margin or operating expenses, or assets, allocated to each sales district. The chief operating decision maker does not have enough information to assess performance and make resource allocation decisions by sales district.

Based on the analysis stated above, the Company determines that it has only one operating segment and no analysis of the aggregation criteria is provided.

Exhibit Index

14.We note your response to prior comment 42. As previously requested, please file as an exhibit the agreements mentioned in the third, fourth, fifth and sixth paragraphs on page 125.

The Company has filed the two agency agreements between the Company and Beijing Baifen Tonglian Information Technology Co., Ltd. (“L-mobile”) as Exhibit 10.22 in response to the Staff’s comment. The two agreements were filed as one exhibit as they are identical in terms except for the types of services and the price information as specified in their respective Annex I.

The Company respectfully submits to the Staff that the transactions mentioned in the third, fourth and sixth paragraphs on page 128, namely (i) the cash payment collection by Mr. Yuming Wang on behalf of the Company, (ii) the cash payment collection by L-mobile on behalf of the Company and (iii) the payment of office space rental fee by Baifen Online Information Technology Co., Ltd. (“Baifen Online”) on behalf of the Company, respectively, were all entered into pursuant to oral agreements at the time of the transactions. As a result, such agreements cannot be filed as exhibits as requested by the Staff.

The Company respectfully submits to the Staff that the Company is advised by its PRC counsel, Commerce & Finance Law Offices, that oral agreements are valid and

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enforceable under PRC contract law. These oral agreements were entered into around the time or shortly after Mr. Xu and Ms. Fang Zhou acquired Beijing Wowo Tuan, when the operations of the business were still in the process of being transferred to the new management and the additional paid-in capital was made but not available for operational purposes as it was being verified by the relevant authority. All three transactions were one-time transactions due to the special circumstances at that time. The amounts in connection with these three transactions were not significant and were all repaid in full. As such, no further obligations are owed to or by the Company with regard to these transactions and the Company does not intend to enter into any similar transactions going forward.

*     *     *     *     *

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On behalf of the Company, we advise the Staff that the Company is aware of and acknowledges the following:

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

·the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If it would facilitate the Staff’s review of the Revised Registration Statement, we would be pleased to provide an electronic copy in PDF format.

If you have any question regarding the Revised Registration Statement, please do not hesitate to contact me at (+852) 25 14-7650 (work) or (+852) 9198-4235 (mobile) or my colleague Dan Fertig at (+852) 2514-7660 (work) or (+852) 6640-3886 (mobile).

Questions pertaining to accounting and auditing matters may also be directed to Yan Wang at (+8610) 8520-7162 (work) or +(86) 138-1035-7307 (mobile) of Deloitte Touche Tohmatsu, the independent registered public accounting firm of the Company, or Daniel Wu, the Company’s Chief Financial Officer at +(8610) 6266-8858 (work) or +(86) 138-1096-8041 (mobile).

Very truly yours,

/s/ Chris Lin

Chris Lin

cc:Maodong Xu, Chief Executive Officer/Daniel Wu, Chief Financial Officer Wowo Limited

Leiming Chen Philip M.J. Culhane Chris Lin Sinead O’Shea Jin Hyuk Park Youngjin Sohn Kathryn King Sudol

Resident Partners

Admitted in New York

NEW YORK BEIJING LOS ANGELES LONDON PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.

SIMPSON THACHER & BARTLET'T LLP IS A REGISTERED LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE

STATE OF NEW YORK, THE PERSONAL LIABILITY OF OUR PARTNERS IS LIMNED TO THE EXTENT PROVIDED N SUCH LAWS.

ADDITIONAL INFORMATION IS AVAILABLE UPON REQUEST OR AT WWW.SIMPSONTHACHER.COM

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James Lin

Davis Polk & Wardwell LLP

Yan Wang

Deloitte Touche Tohmatsu

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