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Correspondence 0001213900-23-011345 from U Power Ltd (UCAR)

U Power Ltd
Date: Feb. 14, 2023 · CIK: 0001939780 · Accession: 0001213900-23-011345

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File numbers found in text: 333-268949

Referenced dates: January 3, 2023

Date
February 14, 2023
Author
/s/ Jia Li
Form
CORRESP
Company
U Power Ltd

Letter

Via Edgar Division of Corporation Finance Office of Manufacturing Registration Statement on Form F-1 Filed December 22, 2022 File No. 333-268949

Re: U Power Limited

Dear Mr. Eastman:

This letter is in response to the letter dated January 3, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to U Power Limited (the “Company”, “we”, or “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amendment to the registration statement on Form F-1 is being filed to accompany this letter.

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.

Response: We acknowledge Staff’s comment and updated the disclosure of the compensation of directors and executive officers 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.

Response: We acknowledge Staff’s comment and respectfully advise that we are filing executed versions of Exhibits 3.1, 5.1, 8.2, 5.1, 10.1, 10.2, and 99.2 to this registration statement.

We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,
/s/ Jia Li

Show Raw Text
CORRESP
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filename1.htm

February 14, 2023

Via Edgar

Mr. Charles Eastman

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

    Re:
    U Power Limited

Registration Statement on Form F-1

Filed December 22, 2022

File No. 333-268949

Dear Mr. Eastman:

This letter is in response to the letter dated
January 3, 2023, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed
to U Power Limited (the “Company”, “we”, or “our”). For ease of reference, we have recited the Commission’s
comments in this response and numbered them accordingly. An amendment to the registration statement on Form F-1 is being filed to accompany
this letter.

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.

Response: We acknowledge Staff’s
comment and updated the disclosure of the compensation of directors and executive officers 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.

Response: We acknowledge Staff’s
comment and respectfully advise that we are filing executed versions of Exhibits 3.1, 5.1, 8.2, 5.1, 10.1, 10.2, and 99.2 to this registration statement.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

    Very truly yours,

    /s/ Jia Li

    Name:
    Jia Li

    Title:
    Chief Executive Officer

Cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

2