U Power Ltd

PROXY STATEMENT

The board of directors (the “Board of Directors”) of U Power Limited (the “Company”) is soliciting proxies for the extraordinary general meeting of shareholders (the “Meeting”) of the Company to be held on May 19, 2026, at 22:30 Beijing Time. The Company will hold the Meeting at Room 615, Shiwai Taoyuan, Lane 99, Lianxi Road, Beicai Town, Pudong New District, Shanghai, People’s Republic of China. Shareholders will be able to attend in person and via live audio webcast online at www.virtualshareholdermeeting.com/UCAR2026.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting in real time. Beneficial shareholders who hold their Class A ordinary shares or Class B ordinary shares of the Company (collectively, 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 Meeting.

Only holders of the Ordinary Shares of the Company of record at the close of business on April 15, 2026, Eastern Time (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more shareholders holding Ordinary Shares which carry in aggregate (or representing by proxy) not less than one-third (1/3) of all votes attaching to all Ordinary Shares in issue and entitled to vote at the Meeting, present at the meeting, shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting 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 Class A ordinary shares shall be entitled to one vote in respect of each Class A ordinary share held by such holder on the Record Date, and each holder of the Company’s Class B ordinary shares shall be entitled to 100 votes in respect of each Class B 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 shares as soon as possible so that your shares will be represented at the Meeting. 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.