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                             November 30, 2022

       Jai Li
       Chief Executive Officer
       U Power Limited
       2F, Zuoan 88 A, Lujiazui
       Shanghai, People   s Republic of China

                                                        Re: U Power Limited
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted November
16, 2022
                                                            CIK No. 0001939780

       Dear Jai Li:

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

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

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

       Amended Draft Registration Statement

       Cover Page

   1.                                                   We note your response
to comment 4 and reissue in part. Please revise to state that your
                                                        structure involves
unique risks to investors.
 Jai Li
FirstName LastNameJai Li
U Power Limited
Comapany 30,
November  NameU
              2022Power Limited
November
Page  2   30, 2022 Page 2
FirstName LastName
       You may contact Charles Eastman at 202-551-3794 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing