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

2.     We note that in the course of preparing your consolidated financial
statements for the year
 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