U Power Ltd

PROXY STATEMENT

The board of directors (the “Board of Directors”) of U Power Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “AGM” or the “Meeting”) of the Company to be held on August 13, 2024 at 10:30 a.m. EST. The Company will hold the AGM at 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China. Shareholders will be able to attend in person or via live audio webcast online at www.virtualshareholdermeeting.com/UCAR2024.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the AGM in real time. Beneficial shareholders who hold their ordinary shares of a par value of US$0.00001 each of the Company (the “Ordinary Shares”) through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest, but will not be able to participate in or vote at the AGM.

Only holders of the Ordinary Shares of the Company of record at the close of business on July 16, 2024 (the “Record Date”) are entitled to attend and vote at the AGM or at any adjournment thereof. Members holding Ordinary Shares that represent not less than one-third (1/3) of the issued Ordinary Shares carrying the right to vote at the AGM present at the AGM shall form a quorum.

Any shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Company’s Ordinary Shares shall be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.

After carefully reading and considering the information contained in this proxy statement, please vote your Ordinary Shares as soon as possible so that your shares will be represented at the AGM. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.