TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo January 3, 2023 Jai Li Chief Executive Officer U Power Limited 2F, Zuoan 88 A, Lujiazui Shanghai, People s Republic of China Re: U Power Limited Registration Statement on Form F-1 Filed December 22, 2022 File No. 333-268949 Dear Jai Li: We have reviewed your 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form F-1 Management Compensation of Directors and Executive Officers, page 119 1. Please update your disclosure in this section to reflect the year ended December 31, 2022. Exhibits Index, page II-3 2. We note that you have filed forms of many of the required exhibits. Please final executed versions of the exhibits in a pre-effective amendment to this registration statement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Jai Li U Power Limited January 3, 2023 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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. FirstName LastNameJai Li Sincerely, Comapany NameU Power Limited Division of Corporation Finance January 3, 2023 Page 2 Office of Manufacturing FirstName LastName