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                             February 17, 2023

       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
Registration Statement on Form F-1
                                                            February 14, 2023
                                                            File No. 333-268949

       Dear Jai Li:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 3, 2023 letter.

       Amendment No. 1 to Form F-1 filed February 14, 2023

       Exhibits

   1.                                                   We note your response
to comment 2 and reissue. Please file a final executed version of
                                                        the underwriting
agreement as Exhibit 1.1 in a pre-effective amendment to the registration
                                                        statement.
 Jai Li
FirstName LastNameJai Li
U Power Limited
Comapany17,
February  NameU
            2023 Power Limited
February
Page  2 17, 2023 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