SecProbe.io

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 U Power Limited

 Via EDGAR

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Mr. Bradley Ecker

 August 26, 2025

 Re:
 U Power Limited

 Registration Statement on Form F-1 (File No. 333-289713)

 Filed August 19, 2025

 Dear Mr. Ecker:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, U Power Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement, so
that it will become effective at 4:00 p.m. ET on August 28, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Jia Li

 Name:
 Jia Li

 Title:
 Chief Executive Officer, Director, and Chairman of the Board of Directors

 cc:
 Ying Li, Esq.

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Jia Li
Chief Executive Officer
U Power Ltd
18/F, Building 3, Science and Technology Industrial Park
Yijiang District, Wuhu City, Anhui Province
People s Republic of China, 241003

 Re: U Power Ltd
 Registration Statement on Form F-1
 Filed on August 19, 2025
 File No. 333-289713
Dear Jia Li:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

March 5, 2025
Jia Li
Chief Executive Officer and Chairman of the Board of Directors
U Power Limited
2F, Zuoan 88 A, Lujiazui
Shanghai, People's Republic of China
0086-21-6859-3598
Re:U Power Limited
Registration Statement on Form F-1
Filed February 21, 2025
File No. 333-285126
Dear Jia Li:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Kristin Baldwin at 202-551-7172 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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U Power Limited

Via EDGAR

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Ms. Kristin Baldwin

March 5, 2025

    Re:
    U Power Limited

    Registration Statement on Form F-1 (File No. 333-285126)

    Filed February 21, 2025

Dear Ms. Baldwin:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, U Power Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement, so
that it will become effective at 5:00 p.m. ET on March 7, 2025, or as soon as thereafter practicable.

Very truly yours,

    /s/ Jia Li

    Name:
    Jia Li

    Title:
    Chief Executive Officer, Director, and Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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U Power Limited

November 6, 2024

VIA EDGAR

Ms. Jenny O’Shanick

Division of Corporation Finance

U.S. Securities & Exchange Commission

    Re:
    U Power Limited

    Registration Statement on Form F-3

    File No. 333-282901

Dear Ms. Jenny O’Shanick:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
U Power Limited hereby requests that the effectiveness of the above-referenced Registration Statement, be accelerated, so that the Registration
Statement will become effective at 4:30 pm, Eastern Time, on November 8, 2024, or as soon thereafter as practicable.

    Very truly yours,

    U Power Limited

    By:
    /s/ Jia Li

    Name:
    Jia Li

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

November 5, 2024
Jia Li
Chief Executive Officer
U Power Limited
18/F, Building 3, Science and Technology Industrial Park
Yijiang District, Wuhu City, Anhui Province
People’s Republic of China, 241003
Re:U Power Limited
Registration Statement on Form F-3
Filed October 30, 2024
File No. 333-282901
Dear Jia Li:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ying Li

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U Power Limited

October 17, 2024

VIA EDGAR

Ms. Sarah Sidwell

Division of Corporation Finance

U.S. Securities & Exchange Commission

Re:  U Power Limited

    Registration Statement on Form F-3

File No. 333-282542

Dear Ms. Sarah Sidwell:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
U Power Limited hereby requests that the effectiveness of the above-referenced Registration Statement, be accelerated, so that the Registration
Statement will become effective at 4:30 pm, Eastern Time, on October 21, 2024, or as soon thereafter as practicable.

    Very truly yours,

    U Power Limited

    By:
    /s/ Jia Li

    Name:
    Jia Li

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

October 16, 2024
Jia Li
Chief Executive Officer
U Power Ltd
18/F, Building 3, Science and Technology Industrial Park
Yijiang District, Wuhu City, Anhui Province
People's Republic of China, 241003
Re:U Power Ltd
Registration Statement on Form F-3
Filed on October 8, 2024
File No. 333-282542
Dear Jia Li:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ying Li

August 1, 2024
Bingyi Zhao
Chief Financial Officer
U Power Limited
18/F, Building 3, Science and Technology Industrial Park
Yijiang District, Wuhu City, Anhui Province
People’s Republic of China, 241003
Re:U Power Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
Filed May 15, 2024
File No. 001-41679
Dear Bingyi Zhao:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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July 31, 2024

Via Edgar

Ms. Stephany Yang

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

    Re:
    U Power Limited

Form 20-F for the Fiscal Year Ended December
31, 2023

Filed May 15, 2024

File No. 001-41679

Dear Ms. Yang:

This letter is in response to the letter dated
July 12, 2024, from the staff (the “Staff”) of the U.S. 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.

Form 20-F for the Fiscal Year Ended December
31, 2023

We have incurred substantial losses in the
past..., page 27

1. We note your disclosures that there is substantial
doubt about your ability to continue as a going concern and that your auditor indicated in its report on your financial statements for
the fiscal year ended December 31, 2023 that there is substantial doubt as to your ability to continue as a going concern for the next
12 months from the date of issuance of the consolidated financial statements. However, we note that your auditor’s report does not include
a going concern paragraph and the disclosures on page F-20 state that the substantial doubt of the ability to continue as a going concern
is alleviated. Please advise or revise future filings to clarify these inconsistencies.

Response: We acknowledge the Staff’s
comment and will revise future filings to clarify these inconsistencies.

Item 15. Controls and Procedures

Management’s Annual Report on Internal Control
over Financial Reporting, page 112

2. We note that in the course of preparing
your consolidated financial statements for the year ended December 31, 2023, you identified material weaknesses; however, you do not include
a statement as to whether your internal control over financial reporting is effective as required by Item 308(a)(3) of Regulation S-K.
Please revise future filings to include a statement as to whether ICFR is effective.

Response: We acknowledge the Staff’s
comment and will revise future filings to include a statement as to whether our internal control over financial reporting is effective
as required by Item 308(a)(3) of Regulation S-K.

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/ Bingyi Zhao

    Name:
    Bingyi Zhao

    Title:
    Chief Financial Officer

Cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

July 12, 2024
Bingyi Zhao
Chief Financial Officer
U Power Limited
18/F, Building 3, Science and Technology Industrial Park
Yijiang District, Wuhu City, Anhui Province
People’s Republic of China, 241003
Re:U Power Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
Filed May 15, 2024
File No. 001-41679
Dear Bingyi Zhao:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
We have incurred substantial losses in the past..., page 27
1.We note your disclosures that there is substantial doubt about your ability to continue as a
going concern and that your auditor indicated in its report on your financial statements for
the fiscal year ended December 31, 2023 that there is substantial doubt as to your ability
to continue as a going concern for the next 12 months from the date of issuance of the
consolidated financial statements. However, we note that your auditor's report does not
include a going concern paragraph and the disclosures on page F-20 state that the
substantial doubt of the ability to continue as a going concern is alleviated. Please advise
or revise future filings to clarify these inconsistencies.
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page 112
We note that in the course of preparing your consolidated financial statements for the year 2.

July 12, 2024
Page 2
ended December 31, 2023, you identified material weaknesses; however, you do not
include a statement as to whether your internal control over financial reporting is effective
as required by Item 308(a)(3) of Regulation S-K. Please revise future filings to include a
statement as to whether ICFR is effective.
            In closing, 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.
            Please contact Stephany Yang at 202-551-3167 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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VIA EDGAR

November 27, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attn: Alex King

    Re:

    U Power Limited

    Registration Statement on Form F-1

    File No. 333-275654

Dear Mr. King:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Univest
Securities, LLC, acting as the placement agent, hereby joins U Power Limited in requesting acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective on November 29, 2023, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act, we
wish to advise you that we have distributed as many copies of the preliminary prospectus dated November 17, 2023, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirm that it has complied and will
continue to comply with, and it has been informed or will be informed by participating dealers that it has complied or will comply with,
Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

    Univest Securities, LLC

    By:
    /s/ Edric Yi Guo

    Name:
    Edric Yi Guo

    Title:
    Chief Executive Officer

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U Power Limited

2F, Zuoan 88 A, Lujiazui

Shanghai City

People’s Republic of China

VIA EDGAR

November 27, 2023

Mr. Alex King

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    U Power Limited

    Registration Statement on Form F-1

    File No. 333-275654

Dear Mr. King:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
U Power Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective
at 4:30 p.m., Eastern Time, on November 29, 2023, or as soon thereafter as practicable.

    Very truly yours,

    U Power Limited

    By:
    /s/ Jia Li

    Name:
     Jia Li

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

    cc.

    Ying Li, Esq., Hunter Taubman Fischer & Li LLC

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

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U Power Limited

2F, Zuoan 88 A, Lujiazui,

Shanghai, People’s Republic of China

VIA EDGAR

March 30, 2023

Ms. Erin Purnell

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F. Street, N.E.

Washington, D.C. 20549

Re:  U Power Limited

    Registration
                                            Statement on Form F-1, as amended

                                            File No. 333-268949

Dear Ms. Purnell:

In accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
U Power Limited hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective
at 4:00 pm, Eastern Time, on March 31, 2023, or as soon thereafter as practicable.

    Very truly yours,

    U Power Limited

    By:
    /s/ Jia Li

    Name:
    Jia Li

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

cc. Ying Li, Esq., Hunter Taubman Fischer & Li
LLC

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March
30, 2023

WestPark Capital, Inc.

1800 Century Park East,
Suite 220,

Los Angeles, CA 90077,

United States

as representative of the
several underwriters

Via EDGAR

Ms. Erin Purnell

U.S. Securities
and Exchange Commission

Division of Corporation
Finance

Office of Industrial Applications
and Services

100 F Street, NE

Washington, D.C. 20549

Re:  U Power Limited (CIK No. 0001939780)

    Registration
                                            Statement on Form F-1, as amended (File No. 333-268949)

Dear Ms. Purnell,

We hereby join
U Power Limited (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement,
requesting effectiveness at 4:00 pm, Eastern Time, on March 31, 2023, or as soon thereafter as practicable.

Pursuant to Rule
460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through
the date hereof, approximately 538 copies of the Company’s preliminary prospectus dated December 22, 2022, as amended, were distributed
to prospective underwriters, institutional investors, dealers and others.

The undersigned
advises that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

[Signature
page follows]

    Very truly
yours,

    As representative
to the several underwriters

    WestPark
Capital, Inc.

    By:
    /s/ Richard Rappaport

    Name:

        Title:

    Richard Rappaport
CEO

[Signature
Page to Underwriter’s Acceleration Request]

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March 17, 2023

Via Edgar

Ms. Erin  Purnell

Office of Manufacturing

U.S. Securities and Exchange Commission

    Re:
    U Power Limited

Amendment No. 3 to Registration Statement on Form F-1

March 15, 2023

File No. 333-268949

Dear Ms. Purnell:

This letter is in response to the letter dated
March 15, 2023, from the staff (the “Staff”) of the U.S. 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. An amendment to the registration statement on Form F-1(the “Amendment”) is
being filed to accompany this letter.

Amendment No. 3 to Form F-1 filed
March 15, 2023

Cover Page

1. Please revise the cover page of the resale
prospectus to disclose the price of the initial public offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.

Response: We acknowledge the Staff’s
comment and revised the cover page of the resale prospectus to disclose the price of the initial public offering.

2. Revise the cover page of the resale prospectus
to include the information from the cover page of the public offering prospectus, including the disclosure related to your organizational
structure, risks related to operations in China or Hong Kong, how you will refer to the holding company and subsidiaries and how cash
is transferred in your organization.

Response: We acknowledge the Staff’s
comment and revised the cover page of the resale prospectus to include the information from the cover page of the public offering prospectus,
including the disclosure related to our organizational structure, risks related to operations in China or Hong Kong, how we will refer
to the holding company and subsidiaries and how cash is transferred in our organization.

Exhibits Index, page II-3

3. Please have counsel file a revised legal
opinion that includes the ordinary shares that are being registered on behalf of the selling shareholder.

Response: We acknowledge the Staff’s
comment and are filing the revised legal opinions (exhibits 5.1, 8.1, and 8.2), that include the ordinary shares that are being registered
on behalf of the selling shareholder.

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

United States securities and exchange commission logo
March 15, 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. 3 to Registration Statement on Form F-1
March 13, 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.
Amendment No. 3 to Registration Statement on Form F-1
Cover Page
1.Please revise the cover page of the resale prospectus to disclose the price of the initial
public offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.
2.Revise the cover page of the resale prospectus to include the information from the cover
page of the public offering prospectus, including the disclosure related to your
organizational structure, risks related to operations in China or Hong Kong, how you will
refer to the holding company and subsidiaries and how cash is transferred in your
organization.

 FirstName LastNameJai Li
 Comapany NameU Power Limited
 March 15, 2023 Page 2
 FirstName LastName
Jai Li
U Power Limited
March 15, 2023
Page 2
Exhibits Index, page II-3
3.Please have counsel file a revised legal opinion that includes the ordinary shares that are
being registered on behalf of the selling shareholder.
            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

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March
8, 2023

Via
Edgar

Ms.
Erin Purnell

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

    Re:
    U Power
    Limited

Amendment
No. 1 to Registration Statement on Form F-1

February
14, 2023

File
No. 333-268949

Dear Ms. Purnell:

This
letter is in response to the letter dated February 17, 2023, from the staff (the “Staff”) of the U.S. 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 comment in this response. An amendment to the registration statement on
Form F-1(the “Amendment”) is being filed to accompany this 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.

Response:
We acknowledge the Staff’s comment and are refiling the latest version of the underwriting agreement as Exhibit 1.1 to the Amendment.
However, a final executed version of the underwriting agreement will only become available after the final pricing can be determined,
which will not be possible prior to the effectiveness of the registration statement. As such, we respectively advise the Staff that we
will refile the latest version of the underwriting agreement from time to time, if and when it is further updated, in any subsequent
pre-effective amendments to the 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

United States securities and exchange commission logo
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.

 FirstName LastNameJai Li
 Comapany NameU Power Limited
 February 17, 2023 Page 2
 FirstName LastName
Jai Li
U Power Limited
February 17, 2023
Page 2
            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

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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

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.

 FirstName LastNameJai Li
 Comapany NameU Power Limited
 January 3, 2023 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

December 22, 2022

Via Edgar

Mr. Charles Eastman

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

    Re:
    U Power Limited

Amended Draft Registration Statement on Form F-1

Submitted November 16, 2022

CIK No. 0001939780

Dear Mr. Eastman:

This letter is in response to the letter dated
November 30, 2022, 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
comment in this response. A registration statement on Form F-1 (the “DRS”) is being filed to accompany this letter.

Amended Draft Registration Statement on Form
F-1 Submitted November 16, 2022

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.

Response: We acknowledge Staff’s
comment and revised the cover page to disclose that this structure involves unique risks to investors and provide a cross-reference to
our detailed discussion of risks facing the Company and the offering as a result of this structure.

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

United States securities and exchange commission logo
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.

 FirstName LastNameJai Li
 Comapany NameU Power Limited
 November 30, 2022 Page 2
 FirstName LastName
Jai Li
U Power Limited
November 30, 2022
Page 2
            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

United States securities and exchange commission logo
September 8, 2022
Jai Li
Chief Executive 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 August 12, 2022
CIK No. 0001939780
Dear Mr. 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.
Draft Registration Statement on Form F-1 Submitted August 12, 2022
General
1.Please provide a factual update on your cover page, prospectus summary, and risk factors
to disclose the agreement reached between the PCAOB and the CSRC on August 26,
2022.
2.Please disclose whether and how your business segments, products, lines of service,
projects or operations are materially impacted by supply chain disruptions. For example,
discuss whether you have or expect to:

• suspend the production, purchase, sale or maintenance of certain items due to a lack of
raw materials, parts, or equipment; inventory shortages; reduced headcount; or delayed
projects;

 FirstName LastNameJai Li
 Comapany NameU Power Limited
 September 8, 2022 Page 2
 FirstName LastNameJai Li
U Power Limited
September 8, 2022
Page 2

• experience labor shortages that impact your business;

• experience cybersecurity attacks in your supply chain;

• experience higher costs due to constrained capacity or increased commodity prices,
shipping costs or challenges sourcing materials;

• experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply; or

• be unable to supply products at competitive prices or at all due to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions among countries.

Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
3.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact legal staff associated with the
review of this filing to discuss how to submit the materials, if any, to us for review.
Prospectus Cover Page, page i
4.You disclose that you are not a Chinese operating company, but rather a holding company
incorporated in the Cayman Islands with no material operations of your own, and
you conduct a substantial majority of your operations through your operating entities
established in the People’s Republic of China. Please disclose that this structure involves
unique risks to investors. Also, provide a cross-reference to your detailed discussion of
risks facing the company and the offering as a result of this structure. Refer to Comment
one in the Dear Issuer Letter found at https://www.sec.gov/corpfin/sample-letter-china-
based-companies.
Summary of Risk Factors, page 5
5.Your Summary of Risk Factors section currently exceeds two pages. Please revise your
risk factor summary to be no more than two pages and to discuss the principal factors that
make an investment in you or in the offering speculative or risky. For guidance, please
refer to Item 105(b) of Regulation S-K.
Intense competition for employees and increases in labor costs in the PRC may adversely affect
our business and results of operations., page 37
6.Please update your disclosure to identify actions planned or taken, if any, to mitigate
inflationary pressures.

 FirstName LastNameJai Li
 Comapany NameU Power Limited
 September 8, 2022 Page 3
 FirstName LastName
Jai Li
U Power Limited
September 8, 2022
Page 3
            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.
            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, Staff Accountant, at (202) 551-3794 or Kevin
Stertzel, Staff Accountant, at (202) 551-3723 if you have questions regarding comments on the
financial statements and related matters.  Please contact Sherry Haywood, Staff Attorney, at
(202) 551-3345 or Erin Purnell, Legal Branch Chief, at (202) 551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing