SEC Comment Letter 0000000000-23-011072 to U Power Ltd (UCAR)
U Power Ltd
Date: Oct. 10, 2023 · CIK: 0001939780 · Accession: 0000000000-23-011072
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United States securities and exchange commission logo
October 10, 2023
Rebecca Zhao
Chief Financial Officer
U Power Limited
2F, Zuoan 88 A, Lujiazui
Shanghai, People’s Republic of China
Re:U Power Limited
Draft Registration Statement on Form F-1
Submitted September 13, 2023
CIK No. 0001939780
Dear Rebecca Zhao:
We have reviewed your draft registration statement and have the following comment(s).
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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1 submitted September 13, 2023
Risk Factors, page 10
1.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please specific cross-reference to your risk factor contained in your Form
20-F that separately highlights the risk that the Chinese government may intervene or
influence your operations at any time, which could result in a material change in your
operations and/or the value of the securities you are registering. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Please contact Alex King at 202-551-8631 or Bradley Ecker at 202-551-4985 with any
FirstName LastNameRebecca Zhao
Comapany NameU Power Limited
October 10, 2023 Page 2
FirstName LastName
Rebecca Zhao
U Power Limited
October 10, 2023
Page 2
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ying Li