1、2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm1/213F-1 1 ff12022_upowerlimited.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commi

2、ssion on December 22,2022.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933_U Power Limited(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into En

3、glish)_Cayman Islands 5500 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrial Classification Code Number)(I.R.S.EmployerIdentification Number)2F,Zuoan 88 A,Lujiazui,Shanghai,Peoples Republic of China0086-21-6859-3598(Address,including zip code,and te

4、lephone number,including area code,of Registrants principal execut_Cogency Global Inc.122 East 42nd St 18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)_Copies to:Ying Li,Esq.Lisa Forcht,Esq.Hunter Taubman Fischer&

5、Li LLC 48 Wall Street,Suite 1100 New York,NY 10005 212-530-2206 Stephanie Tang,Esq.Hogan Lovells11th Floor,One Pacific Place88 Queensway RoadHong Kong+852 2219 0888_Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration st

6、atement.If any of the securities being registered on this Form are to be offered on a delayed orcontinuous basis pursuant to Rule 415 under the Securities Act of 1933,or the Securities Act,checkthe following box.If this Form is filed to register additional securities for an offering pursuant toRule

7、462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the SecuritiesAct,check the following bo

8、x and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement

9、number of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in

10、accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant toSection 7(a)(2)(B)of the Securities Act._ The term“new or revised financial accounting standa

11、rd”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther

12、 amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act,as2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939

13、780/0002127/ff12022_upowerlimited.htm2/213amended,or until the registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a)maydetermine.2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127

14、/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm3/213Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with th

15、eUnited States Securities and Exchange Commission is effective.This preliminaryprospectus is not an offer to sell nor does it seek an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS,DATED DECEMBER 22,2022Ordinary S

16、haresU Power Limited_This is an initial public offering of our ordinary shares.We are offering on a firmcommitment basis our ordinary shares,par value US$0.0000001 per share.We expect the initial publicoffering price to be in the range of$to$per ordinary share.Prior to this offering,there has been n

17、o public market for our ordinary shares.We plan toapply to list our ordinary shares on the Nasdaq Capital Market(“Nasdaq”)under the symbol“UCAR”.The closing of this offering is conditioned upon Nasdaqs final approval of our listingapplication,and there is no guarantee or assurance that our ordinary

18、shares will be approved forlisting on Nasdaq.Investing in our ordinary shares involves a high degree of risk,including therisk of losing your entire investment.See“Risk Factors”beginning on page 14 toread about factors you should consider before buying our ordinary shares.We are not a Chinese operat

19、ing company,but rather a holding company incorporated in theCayman Islands.As a holding company with no material operations of our own,we conduct ouroperations through our operating entities established in the Peoples Republic of China(the“PRC”).As such,our corporate structure involves unique risks

20、to investors.The ordinary sharesoffered in this prospectus are shares of the Cayman Islands holding company.Investors of ourordinary shares do not directly own any equity interests in our Chinese operating subsidiaries,butwill instead own shares of a Cayman Islands holding company.The Chinese regula

21、tory authoritiescould intervene or influence the operations of our Chinese operating subsidiaries,includingdisallowing our corporate structure,which would likely result in a material change in ouroperations and/or a material change in the value of our ordinary shares.See“Risk Factors RisksRelating t

22、o Doing Business in China Any actions by the Chinese government,including any decisionto intervene or influence the operations of the operating entities or to exert control over anyoffering of securities conducted overseas and/or foreign investment in China-based issuers,maycause us to make material

23、 changes to the operations of the PRC operating entities,may limit orcompletely hinder our ability to offer or continue to offer securities to investors,and may causethe value of such securities to significantly decline or be worthless.”Unless otherwise stated,asused in this prospectus and in the co

24、ntext of describing our operations and consolidated financialinformation,“we,”“us,”“Company,”“our company”,or“our,”refers to U Power Limited,aCayman Island holding company.For a description of our corporate structure,see“Corporate Historyand Structure.”Our issued and outstanding share capital consis

25、ts of ordinary shares.Mr.Jia Li,our founderand chairman of the board of directors will beneficially own%of our total issued andoutstanding ordinary shares,representing%of our total voting power,assuming the option topurchase additional ordinary shares is exercised by the underwriter in full.As a res

26、ult,we will bea“controlled company”as defined under the Nasdaq Stock Market Rules.As a“controlledcompany,”we are permitted to elect not to comply with certain corporate governance requirements.See“Risk Factors Risks Relating to Our Ordinary Shares and this Offering We will be a“controlled company”un

27、der the rules of Nasdaq upon the completion of this offering and,as aresult,may rely on exemptions from certain corporate governance requirements that provideprotection to shareholders of other companies.”We are an“emerging growth company”as defined under applicable U.S.securities laws and areeligib

28、le for reduced public company reporting requirements.Please read the disclosures beginning onpage 10 of this prospectus for more information.We are subject to legal and operational risks associated with being based in and having themajority of our operations in China.These risks may result in a mate

29、rial change in our operations,or a complete hindrance of our ability to offer or continue to offer our securities to investors,and could cause the value of such securities to significantly decline or become worthless.Recently,the PRC government initiated a series of regulatory actions and statements

30、 to regulate businessoperations in China with little advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseas using variableinterest entity structure,and adopting new measures to extend the scope of cybersec

31、urity reviews.On July 6,2021,the General Office of the Communist Party of China Central Committee and theGeneral Office of the State Council jointly issued an announcement to crack down on illegalactivities in the securities market and promote the high-quality development of the capital market,which

32、,among other things,requires the relevant governmental authorities to strengthen cross-borderoversight of law-enforcement and judicial cooperation,to enhance supervision over China-basedcompanies listed overseas,and to establish and improve the system of extraterritorial applicationof the PRC securi

33、ties laws.On November 14,2021,the Cyberspace Administration of China(the“CAC”)published the Security Administration Draft,which provides that data processing operatorsengaging in data processing activities that affect or may affect national security must be subjectto network data security review by

34、the relevant Cyberspace Administration of the PRC.According tothe Security Administration Draft,data processing operators who possess personal data of at leastone million users or collect data that affects or may affect national security must be subject tonetwork data security review by the relevant

35、 Cyberspace Administration of the PRC.The deadline forpublic comments on the Security Administration Draft was December 13,2021.The SecurityAdministration Draft has not been fully implemented as of the date of this prospectus.OnDecember 28,2021,the CAC,together with 12 other governmental departments

36、 of the PRC,jointlypromulgated the Cybersecurity Review Measures,which became effective on February 15,2022.TheCybersecurity Review Measures require that an online platform operator which possesses the personalinformation of at least one million users must apply for a cybersecurity review by the CAC

37、 if itintends to be listed in foreign countries.As confirmed by our PRC counsel,Guantao Law Firm,sincewe are not an online platform operator that possesses over one million users personal information,we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures,

38、2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm4/213and for the same reason,we will not be subject to the network data security review by the CAC ifthe Draft

39、 Regulations on the Network Data Security Administration(Draft for Comments)(the“Security Administration Draft”)are enacted as proposed.There remains uncertainty,however,asto how the Cybersecurity Review Measures will be interpreted or implemented and whether the PRCregulatory agencies,including the

40、 CAC,may adopt new laws,regulations,rules,or detailedimplementation and interpretation related to the Cybersecurity Review Measures.For further details,see“Risk Factors Risks Relating to Doing Business in China We may become subject to avariety of laws and regulations in the PRC regarding privacy,da

41、ta security,cybersecurity,and dataprotection.”(Prospectus cover continued from next page.)PerShare TotalInitial public offering price US$US$Underwriting discounts(1)US$US$Proceeds,before expenses,to us(2)US$US$_(1)See“Underwriting”in this prospectus for more information regarding our arrangements wi

42、ththe underwriter.(2)We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriter for its out-of-pocket expenses)to be approximately$,exclusive of the abovediscounts.In addition,we will pay additional items of value in connection with this offeringthat are vi

43、ewed by the Financial Industry Regulatory Authority,or FINRA,as underwritingcompensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.We have granted the underwriteran option for a period of

44、30 days after the closing of this offering to purchase up to 15%ofthe total number of the ordinary shares to be offered by us pursuant to this offering(excludingordinary shares subject to this option),solely for the purpose of covering over-allotments,at thepublic offering price less the underwritin

45、g discounts.If the underwriter exercises the option infull,the total underwriting discounts payable will be$based on an assumed offering price of$per ordinary share,and the total gross proceeds to us,before underwriting discounts,non-accountable expense allowance,and expenses,will be$.Neither the U.

46、S.Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.The underwriter expects to deliver the

47、 ordinary shares against payment as set forth under“Underwriting,”on or about ,2022.AMTDProspectus dated ,2022 2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.ht

48、m5/213Table of Contents(Prospectus cover continued from preceding page.)In addition,since 2021,the Chinese government has strengthened its anti-monopolysupervision,mainly in three aspects:(1)establishing the National Anti-Monopoly Bureau;(2)revising and promulgating anti-monopoly laws and regulation

49、s,including:the Anti-Monopoly Law(draft Amendment published on October 23,2021 for public opinion;the newly revised Anti-MonopolyLaw was promulgated on June 24,2022,and became effective on August 1,2022),the anti-monopolyguidelines for various industries,and the detailed Rules for the Implementation

50、 of the FairCompetition Review System;and(3)expanding the anti-monopoly law enforcement targeting Internetcompanies and large enterprises.As of the date of this prospectus,the Chinese governments recentstatements and regulatory actions related to anti-monopoly concerns have not impacted our ability

51、toconduct business,accept foreign investments,or list on a U.S.or other foreign exchange becauseneither the Company nor its PRC operating entities engage in monopolistic behaviors that are subjectto these statements or regulatory actions.Our ordinary shares may be prohibited from trading on a nation

52、al exchange or over-the-counterin the United States under the Holding Foreign Companies Accountable Act,if the Public CompanyAccounting Oversight Board of the United States(the“PCAOB”)determines that it cannot inspect orfully investigate our auditor for three consecutive years beginning in 2021.As a

53、 result,anexchange may determine to delist our securities.On June 22,2021,the U.S.Senate passed theAccelerating Holding Foreign Companies Accountable Act,which,if signed into law,would decreasethe number of non-inspection years for foreign companies to comply with PCAOB audits from three(3)to two(2)

54、,thus,reducing the period before our securities may be prohibited from trading ordelisted if the PCAOB determines that it cannot inspect or investigate our auditor completely.OnDecember 16,2021,the PCAOB issued a report on its determinations that it is unable to inspect orinvestigate completely PCAO

55、B-registered public accounting firms headquartered in mainland China andin Hong Kong,a Special Administrative Region of the PRC,because of positions taken by PRCauthorities in those jurisdictions(the“Determinations”).Our auditor,WWC,P.C.,the independentregistered public accounting firm that issues t

56、he audit report included elsewhere in thisregistration statement,as an auditor of companies that are traded publicly in the United States anda firm registered with the PCAOB,is subject to laws in the United States pursuant to which thePCAOB conducts regular inspections to assess our auditors complia

57、nce with the applicableprofessional standards.Our auditor is headquartered in San Mateo,California and has been inspectedby the PCAOB on a regular basis,with the last inspection in November 2021.As such,as of the dateof this prospectus,our auditor is not subject to the Determinations announced by th

58、e PCAOB and ouroffering is not affected by the Holding Foreign Companies Accountable Act and related regulations.As such,as of the date of this prospectus,our auditor is not subject to the Determinations and ouroffering is not affected by the Holding Foreign Companies Accountable Act and related reg

59、ulations.On August 26,2022,the China Securities Regulatory Commission(the“CSRC”),the Ministry ofFinance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of audit firms based in China and Hong Kong,taking thefirst step toward op

60、ening access for the PCAOB to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong.Pursuant to the fact sheet withrespect to the Protocol disclosed by the U.S.Securities and Exchange Commission(the“SEC”),thePCAOB shall have independent discretion to

61、 select any issuer audits for inspection or investigationand has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOBdetermined that it was able to secure complete access to inspect and investigate registered publicaccounting firms headquartered in mainland China a

62、nd Hong Kong and vacated its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwise fail tofacilitate the PCAOBs access in the future,the PCAOB may consider the need to issue a newdetermination.There is a risk that our auditor cannot be inspected by the PCAOB in

63、the future.Thelack of inspection could cause trading in our securities to be prohibited under the Holding ForeignCompanies Accountable Act,and,as a result,Nasdaq may determine to delist our securities,whichmay cause the value of our securities to decline or become worthless.See“Risk Factors RisksRel

64、ating to Doing Business in China The newly enacted Holding Foreign Companies Accountable Actand the Accelerating Holding Foreign Companies Accountable Act passed by the U.S.Senate call foradditional and more stringent criteria to be applied to emerging market companies upon assessing thequalificatio

65、n of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering and listing on Nasdaq,and Nasdaqmay determine to delist our securities if the PCAOB determines that it cannot inspect or fullyinvestigate our auditor.”Cash

66、 dividends,if any,on our ordinary shares will be paid in U.S.dollars.As of the date ofthis prospectus,(1)no cash transfers nor transfers of other assets have occurred among the Companyand its subsidiaries,(2)no dividends nor distributions have been made by the Company or itssubsidiaries,and(3)the Co

67、mpany has not paid any dividends nor made any distributions toU.S.investors.We intend to keep any future earnings to finance the expansion of our business,andwe do not anticipate that any cash dividends will be paid or any funds will be transferred from oneentity to another in the foreseeable future

68、.As such,as of the date of this prospectus,we have notinstalled any cash management policies that dictate how funds are transferred among the Company,itssubsidiaries,or investors.Under Cayman Islands law,a Cayman Islands company may pay a dividend onits shares out of either profit or a share premium

69、 amount,provided that in no circumstances may adividend be paid if this would result in the company being unable to pay its debts as they becomedue in the ordinary course of business.Under our current corporate structure,to fund any cash andfinancing requirements we may have,the Company may rely on

70、dividend payments from its PRC operatingsubsidiaries,subject to certain restrictions and limitations imposed by the PRC government.Under existing PRC foreign exchange regulations,payment of current account items,such asprofit distributions and trade and service-related foreign exchange transactions,

71、can be made inforeign currencies without prior approval from the State Administration of Foreign Exchange,or theSAFE,by complying with certain procedural requirements.Therefore,our PRC subsidiaries are able topay dividends in foreign currencies to us without prior approval from SAFE,subject to the c

72、onditionthat the remittance of such dividends outside of the PRC complies with certain procedures under PRCforeign exchange regulations,such as the overseas investment registrations by our shareholders orthe ultimate shareholders of our corporate shareholders who are PRC residents.Approval from,orre

73、gistration with,appropriate government authorities is,however,required where the RMB is to beconverted into foreign currency and remitted out of China to pay capital expenses such as therepayment of loans denominated in foreign currencies.The PRC government may also at its discretionrestrict access

74、in the future to foreign currencies for current account transactions.Current PRCregulations permit our PRC subsidiaries to pay dividends to the Company only out of theiraccumulated profits,if any,determined in accordance with Chinese accounting standards andregulations.As of the date of this prospec

75、tus,there are no restrictions or limitations imposed bythe Hong Kong government on the transfer of capital within,into and out of Hong Kong(including2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/00012

76、27/ff12022_upowerlimited.htm6/213funds from Hong Kong to the PRC),except for the transfer of funds involving money laundering andcriminal activities.See“Risk Factors Risks Relating to Doing Business in China To theextent cash or assets of our business,or of our PRC or Hong Kong subsidiari

77、es,is in PRC orHong Kong,such cash or assets may not be available to fund operations or for other use outside ofthe PRC or Hong Kong,due to interventions in or the imposition of restrictions and limitations bythe PRC government to the transfer of cash or assets.”2023/2/9https:/www.sec.gov/Archives/e

78、dgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm7/213Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 54USE OF PROCEEDS

79、56DIVIDEND POLICY 57CAPITALIZATION 58DILUTION 59ENFORCEABILITY OF CIVIL LIABILITIES 60CORPORATE HISTORY AND STRUCTURE 62MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 64INDUSTRY OVERVIEW 81BUSINESS 90REGULATION 101MANAGEMENT 114PRINCIPAL SHAREHOLDERS 120RELATED P

80、ARTY TRANSACTIONS 123DESCRIPTION OF SHARE CAPITAL 124SHARES ELIGIBLE FOR FUTURE SALE 133TAXATION 135UNDERWRITING 142EXPENSES RELATING TO THIS OFFERING 152LEGAL MATTERS 153EXPERTS 153WHERE YOU CAN FIND ADDITIONAL INFORMATION 153INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1About this ProspectusYou sh

81、ould rely on the information contained in this prospectus or in any relatedfree writing prospectus.We have not authorized anyone to provide you withinformation different from that contained in this prospectus or in any related freewriting prospectus.We are offering to sell,and seeking offers to buy

82、the ordinaryshares,only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the ordinaryshares.The information contained in this pr

83、ospectus is current only as of the dateon the front cover of the prospectus.Our business,financial condition,results ofoperations,and prospects may have changed since that date.Neither we nor the underwriter has taken any action to permit a public offeringof the ordinary shares outside the United St

84、ates or to permit the possession ordistribution of this prospectus or any filed free-writing prospectus outside theUnited States.For the avoidance of doubt,no offer or invitation to subscribe forordinary shares is made to the public in the Cayman Islands.Persons outside theUnited States who come int

85、o possession of this prospectus or any filed free writingprospectus must inform themselves about and observe any restrictions relating to theoffering of the ordinary shares and the distribution of this prospectus or any filedfree-writing prospectus outside the United States.Until ,2022(the 25th day

86、after the date of this prospectus),alldealers that buy,sell or trade ordinary shares,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectuswhen acting as underwriters and with respect to their unsold

87、allotments orsubscriptions.i2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm8/213Table of ContentsConventions that Apply to this ProspectusUnless we indicate

88、otherwise,references in this prospectus to:“BVI”are to the British Virgin Islands;“China”and the“PRC”are to the Peoples Republic of China;“CD Youyineng”are to Chengdu Youyineng Automobile Service Co.,Ltd.,alimited liability company established pursuant to PRC laws on October 29,2020,and is wholly ow

89、ned by AHYS(defined below).“EV”are to electric vehicle;“Hong Kong”or“HK”are to the Hong Kong Special Administrative Regionof the PRC;“ISO”are to a series of quality management and quality assurancestandards published by International Organization for standardization,anon-government organization base

90、d in Geneva,Switzerland,for assessing thequality systems of business organizations;“mainland China”are to the mainland China of the PRC,excluding Taiwan,the special administrative regions of Hong Kong and Macau for the purposesof this prospectus only;“our PRC subsidiaries”,or“operating subsidiaries,

91、”are to AHYS(defined below)and its subsidiaries,including CD Youyineng,SH Youteng(defined below),SH Youxu(defined below),Youpin(defined below),Youpin SD(defined below),ZJ Youguan(defined blow),and their respectivesubsidiaries;“RMB”and“Renminbi”are to the legal currency of China;“shares,”“Shares,”or“

92、ordinary shares”are to the ordinary shares ofthe Company,par value US$0.0000001 per share;“AHYS”are to Anhui Yousheng New Energy Co.,Ltd.,a limited liabilitycompany established pursuant to PRC laws on May 16,2013,which iscontrolled by WFOE(as defined below)with 100%equity ownership;“SH Youteng”are t

93、o Shanghai Youteng Automobile Service Co.,Ltd.,alimited liability company established pursuant to PRC laws on November 3,2020,and AHYS(defined below)holds 70%of its equity interest;“SH Youxu”are to Shanghai Youxu New Energy Technology Co.,Ltd.,alimited liability company established pursuant to PRC l

94、aws on March 22,2021,and is wholly owned by AHYS;“SME dealers”are to small and medium sized vehicle dealers;“UK”are to the United Kingdom,made up of England,Scotland,Wales andNorthern Ireland;“U.S.”,“US”or“United States”are to United States of America,itsterritories,its possessions and all areas sub

95、ject to its jurisdiction;“US$,”“$”and“U.S.dollars”are to the legal currency of theUnited States;“we,”“us,”“Company,”“our”,and“Upincar”are to U Power Limited,the Cayman Islands holding company,and its predecessor entity and itssubsidiaries,as the context requires;“WFOE”are to our wholly owned Chinese

96、 subsidiary,Shandong Yousheng NewEnergy Technology Development Co.,Ltd.,a limited liability companyestablished pursuant to PRC laws on July 27,2022;“Youpin”are to Youpin Automobile Service Group Co.,Ltd.,a limitedliability company established pursuant to PRC laws on July 18,2013,andAHYS holds 53.107

97、2%of its equity interest;“Youpin SD”are to Youpin Automobile Service(Shandong)Co.,Ltd.,alimited liability company established pursuant to PRC laws on June 30,2020,and AHYS holds 87%of its equity interest;and “ZJ Youguan”are to Zhejiang Youguan Automobile Service Co.,Ltd.,alimited liability company e

98、stablished pursuant to PRC laws on May 21,2020,and AHYS holds 80%of its equity interest.ii2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm9/213Table of Conten

99、tsWe have made rounding adjustments to reach some of the figures included in thisprospectus.Consequently,numerical figures shown as totals in some tables may not bearithmetic aggregations of the figures that precede them.This prospectus contains information derived from various public sources andcer

100、tain information from an industry report commissioned by us and prepared byFrost&Sullivan Limited,a third-party industry research firm,to provideinformation regarding our industry and market position.Such information involves anumber of assumptions and limitations,and you are cautioned not to give u

101、ndue weightto these estimates.We have not independently verified the accuracy or completenessof the data contained in these industry publications and reports.The industry inwhich we operate is subject to a high degree of uncertainty and risk due to varietyof factors,including those described in the“

102、Risk Factors”section.These and otherfactors could cause results to differ materially from those expressed in thesepublications and reports.iii2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/000121390022

103、082127/ff12022_upowerlimited.htm10/213Table of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements appearingelsewhere in this prospectus.In addition to this summary,we urge you to

104、 read theentire prospectus carefully,especially the risks of investing in our ordinaryshares discussed under“Risk Factors,”before deciding whether to invest in ourordinary shares.This prospectus contains information from an industry report whichwe commissioned Frost&Sullivan Limited,a third-party in

105、dependent research firm,to prepare.We refer to this report as the Frost&Sullivan Report.We are a vehicle sourcing service provider in China,with a vision to becomingan EV market player primarily focused on our proprietary battery-swappingtechnology,or UOTTA technology,which is an intelligent modular

106、 battery-swappingtechnology designed to provide a comprehensive battery power solution for EVs.Since our commencement of operations in 2013,we have principally engaged inthe provision of vehicle sourcing services.We broker sales of vehicles betweenautomobile wholesalers and buyers,including small an

107、d medium sized vehicle dealers(“SME dealers”)and individual customers primarily located in the lower-tiercities in China,which are smaller and less developed than the tier-1 or tier-2cities.To that end,we have focused on building business relationships with oursourcing partners and have developed a

108、vehicle sourcing network.As of the date ofthis prospectus,our vehicle sourcing network consisted of approximately 100wholesalers and 30 SME dealers located in lower-tier cities in China.Beginning in 2020,we gradually shifted our focus from the vehicle sourcingbusiness to the development of our propr

109、ietary battery-swapping technology,orUOTTA technology.According to Frost&Sullivan,the PRC government will focus onpromoting the electrification of commercial vehicles in the next few years,and itis expected that the sales volume of electric commercial vehicles will grow from164.7 thousand units in 2

110、021 to 431.0 thousand units in 2026 at a CAGR of 21.2%inChina,and with the increasing penetration rates of electric commercial vehiclesand the expanding battery-swapping infrastructure network,the market size byrevenue of battery swapping solutions for electric commercial vehicle is expectedto incre

111、ase from approximately RMB8,661.5 million in 2021 to RMB176,615.1 millionin 2026,representing a CAGR of 82.8%.In order to capture the opportunitiesarising from such growth,our plan is to develop a comprehensive EV battery powersolution based on UOTTA technology,which mainly consists of:(i)vehicle-mo

112、untedsupervisory control units that monitor the real-time status of an EVs batterypacks;(ii)customized vehicle control units(“VCUs”),which upload real-time dataof the electric vehicle,such as its battery status,real-time location and safetystatus,to our data platform,using Bluetooth and/or Wi-Fi tec

113、hnologies;and(iii)our data management platform,which collects and synchronizes real-timeinformation of the EVs uploaded by their respective VCUs,as well as information onthe availability and locations of compatible UOTTA battery-swapping stations thatassist drivers in locating the nearest compatible

114、 UOTTA battery-swappingstation(s)available when the EVs battery is determined to be lower than acertain level;and(iv)UOTTA battery-swapping stations designed for precisepositioning,rapid disassembly,compact integration and flexible deployment ofbattery swapping for compatible EVs.We have established

115、 in-house capabilities in the innovation of EV battery-swapping technology.Through our research and development efforts,we aredeveloping an intellectual property portfolio.As of the date of this prospectus,we had 14 issued patents and 24 pending patent applications in China.Our researchand developme

116、nt team is committed to technology innovation.As of the date of theprospectus,our research and development team consisted of 34 personnel and is ledby Mr.Rui Wang and Mr.Zhanduo Hao,each of whom has experience of over 20 yearsin the electric power sector.In 2021,leveraging years of automobile indust

117、ry experience,we startedcooperating with major automobile manufactures to jointly develop UOTTA-poweredEVs,by adapting selected EV models with our UOTTA technology.According to Frost&Sullivan,compared with passenger EV drivers,drivers of commercial-use EVsexperience more range anxiety and are more m

118、otivated to shorten,or even eliminate,time spent on recharging EVs,therefore,we intend to primarily focus on developingcommercial-use UOTTA-powered EVs,such as ride-hailing passenger EVs,smalllogistics EVs,light electric trucks,and heavy electric trucks,and theircompatible UOTTA battery-swapping sta

119、tions.As of the date of this prospectus,wehave entered into cooperating agreements with two major Chinese automobilemanufacturers,FAW Jiefang Qingdao Automotive Co.,Ltd,and HUBEI TRI-RING MotorCo.,Ltd,to jointly develop UOTTA-powered electric trucks.We also have engagedwith two battery-swapping stat

120、ion manufactures to jointly develop and manufactureUOTTA battery-swapping stations that are compatible with UOTTA-powered EVs.OurUOTTA battery-swapping stations are designed for precise positioning,rapiddisassembly,compact integration and12023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/000121

121、390022082127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm11/213Table of Contentsflexible deployment,allowing battery replacement within several minutes.As of thedate of this prospectus,we realized sales of five battery-swapping

122、stations.InAugust 2021,we completed the construction of our own battery-swapping stationfactory in Zibo City,Shandong Province(the“Zibo Factory”),which commencedmanufacturing UOTTA battery-swapping stations in January 2022.We are also in theprocess of constructing another factory in Wuhu city,Anhui

123、province(the“WuhuFactory”),which is expected to commence production in 2023.In order to provide acomprehensive battery power solution based on UOTTA technology,we are in theprocess of developing a data management platform that connects UOTTA-powered EVsand stations,and assists the UOTTA-powered EV d

124、rivers in locating the closestcompatible UOTTA swapping-stations on their routes.In January 2022,we startedoperating a battery-swapping station,pursuant to our station cooperation agreementwith Quanzhou Xinao Transportation Energy Development Co.,Ltd(“Quanzhou Xinao”),a local gas station operator in

125、 Quanzhou City,Fujian Province.Although we havemade significant progress in entering into the EV market,there is no assurancethat we will be able to execute our business plan to expand into the EV market aswe have planned.Approvals from the PRC Authorities to Issue Our Ordinary Shares toForeign Inve

126、storsThe General Office of the Central Committee of the Communist Party of China andthe General Office of the State Council jointly issued the“Opinions on SeverelyCracking Down on Illegal Securities Activities According to Law,”or the“Opinions”,which were made available to the public on July 6,2021.

127、The Opinionsemphasized the need to strengthen the administration over illegal securitiesactivities,and the need to strengthen the supervision over overseas listings byChinese companies.On November 14,2021,the CAC published the Security Administration Draft,which provides that data processing operato

128、rs engaging in data processingactivities that affect or may affect national security must be subject to networkdata security review by the relevant Cyberspace Administration of thePRC.According to the Security Administration Draft,data processing operators whopossess personal data of at least one mi

129、llion users or collect data that affects ormay affect national security must be subject to network data security review by therelevant Cyberspace Administration of the PRC.The deadline for public comments onthe Security Administration Draft was December 13,2021.The SecurityAdministration Draft has n

130、ot been fully implemented.The Cybersecurity Review Measures,which became effective on February 15,2022,provide that,in addition to critical information infrastructure operators(“CIIOs”)that intend to purchase Internet products and services,data processingoperators engaging in data processing activit

131、ies that affect or may affect nationalsecurity must be subject to cybersecurity review by the Cybersecurity Review Officeof the PRC.According to the Cybersecurity Review Measures,a cybersecurity reviewassesses potential national security risks that may be brought about by anyprocurement,data process

132、ing,or overseas listing.The Cybersecurity ReviewMeasures further requires that CIIOs and data processing operators that possesspersonal data of at least one million users must apply for a review by theCybersecurity Review Office of the PRC before conducting listings in foreigncountries.As of the dat

133、e of this prospectus,we have not received any notice fromany authorities identifying any of our PRC subsidiaries as a CIIOs or requiring usto go through cybersecurity review or network data security review by the CAC.Webelieve our PRC operations will not be subject to cybersecurity review by the CAC

134、for this offering,because our PRC subsidiaries are not CIIOs or data processingoperators with personal information of more than 1 million users.There remainsuncertainty,however,as to how the Cybersecurity Review Measures will beinterpreted or implemented and whether the PRC regulatory agencies,inclu

135、ding theCAC,may adopt new laws,regulations,rules,or detailed implementation andinterpretation related to the Cybersecurity Review Measures.For further details,see“Risk Factors Risks Relating to Doing Business in China We may becomesubject to a variety of laws and regulations in the PRC regarding pri

136、vacy,datasecurity,cybersecurity,and data protection.”On December 24,2021,the China Securities Regulatory Commission(the“CSRC”)released the Administrative Regulations of the State Council Concerning the OverseaIssuance of Security and Listing by Domestic Enterprise(Draft for Comments)andthe Measures

137、for the Overseas Issuance of Securities and Listing Record-Filings byDomestic Enterprises(Draft for Comments)for public opinion,and if they becomelaw,will require Chinese companies applying to list on overseas exchanges toreport and file certain documents with the CSRC within three working days afte

138、rsubmitting listing applications and subsequent amendments.Given the current PRCregulatory environment,it is uncertain whether we or our PRC subsidiaries will berequired to obtain approvals from the PRC government to offer securities to foreigninvestors in the future,and whether we would be able to

139、obtain such approvals.Ifwe are unable to obtain such approvals if required in the future,or inadvertentlyconclude that such approvals are not required then the value of our ordinary sharesmay depreciate significantly or become worthless.As of the date of thisprospectus,our PRC counsel,Guantao Law Fi

140、rm,has advised us that neither we norour PRC subsidiaries(1)are required to2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm12/21322023/2/9https:/www.sec.gov/A

141、rchives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm13/213Table of Contentsobtain approvals from any PRC authorities to issue our ordinary shares to foreigninvestors,(2)are subject to approv

142、al requirements from the CSRC,the CAC,or anyother entity to approve our operations,or(3)have been denied such permissions byany PRC authorities.See“Risk Factors Risks Relating to Doing Business inChina The PRC government exerts substantial influence over the manner in whichwe and our PRC subsidiarie

143、s must conduct our business activities.We are currentlynot required to obtain approval from Chinese authorities to list on U.S.exchanges,however,if we or our PRC subsidiaries are required to obtain approval in thefuture and are denied permission from Chinese authorities to list onU.S.exchanges,we wi

144、ll not be able to continue listing on U.S.exchanges,whichwould materially affect the interest of the investors.”Approvals from the PRC Authorities to Conduct Our OperationsAs of the date of this prospectus,we and our PRC subsidiaries have receivedfrom the PRC authorities all requisite licenses,permi

145、ssions,or approvals that arerequired and material for conducting our operations in China,such as businesslicenses and auto dealer filings.However,it is uncertain whether we or our PRCsubsidiaries will be required to obtain additional approvals,licenses,or permitsin connection with our business opera

146、tions pursuant to evolving PRC laws andregulations,and whether we would be able to obtain and renew such approvals on atimely basis or at all.Failing to do so could result in a material change in ouroperations,and the value of our ordinary shares could depreciate significantly orbecome worthless.Div

147、idends and DistributionsUnder Cayman Islands law,a Cayman Islands company may pay a dividend on itsshares out of either profit or a share premium amount,provided that in nocircumstances may a dividend be paid if this would result in the company beingunable to pay its debts due in the ordinary course

148、 of business.As of the date ofthis prospectus,(1)no cash transfer or transfer of other assets have occurredamong the Company and its subsidiaries,(2)no dividends or distributions have beenmade by a subsidiary,and(3)the Company has not made any dividends ordistributions to U.S.investors.We intend to

149、keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividendswill be paid in the foreseeable future,or any funds will be transferred from oneentity to another.As such,as of the date of this prospectus,we have notinstalled any cash management polici

150、es that dictate how funds are transferred amongthe Company,its subsidiaries,or investors.Our PRC operating entities receive substantially all of our revenue inRMB.Under our current corporate structure,to fund any cash and financingrequirements we may have,we may rely on dividend payments from its PR

151、C operatingsubsidiaries.Under existing PRC foreign exchange regulations,payment of currentaccount items,such as profit distributions and trade and service-related foreignexchange transactions,can be made in foreign currencies without prior approvalfrom SAFE by complying with certain procedural requi

152、rements.Therefore,our PRCsubsidiaries are able to pay dividends in foreign currencies to us without priorapproval from SAFE,subject to the condition that the remittance of such dividendsoutside of the PRC complies with certain procedures under PRC foreign exchangeregulations,such as the overseas inv

153、estment registrations by our shareholders orthe ultimate shareholders of our corporate shareholders who are PRC residents.Approval from or registration with appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out ofChina to pay c

154、apital expenses such as the repayment of loans denominated in foreigncurrencies.The PRC government may also at its discretion restrict access in thefuture to foreign currencies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to theCompany only ou

155、t of their accumulated profits,if any,determined in accordancewith Chinese accounting standards and regulations.In addition,each of oursubsidiaries in China is required to set aside at least 10%of its after-taxprofits each year,if any,to fund a statutory reserve until such reserve reaches50%of its r

156、egistered capital.Each such entity in China is also required tofurther set aside a portion of its after-tax profits to fund the employee welfarefund,although the amount to be set aside,if any,is determined at the discretionof its board of directors.Although the statutory reserves can be used,among o

157、therways,to increase the registered capital and eliminate future losses in excess ofretained earnings of the respective companies,the reserve funds are notdistributable as cash dividends except in the event of liquidation.Cash dividends,if any,on our ordinary shares,will be paid in U.S.dollars.If we

158、 are considered a PRC tax resident enterprise for tax purposes,any dividendswe pay to our overseas shareholders may be regarded as China-sourced income and,asa result,may be subject to PRC withholding tax at a rate of up to 10.0%.Pursuantto the Arrangement between Mainland China and the Hong Kong Sp

159、ecial AdministrativeRegion for the Avoidance of Double Taxation and Tax32023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm14/213Table of ContentsEvasion on Inco

160、me,or the Double Tax Avoidance Arrangement,the 10%withholding taxrate may be lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRC project.The 5%withholding tax rate,however,does not automaticallyapply and certain requirements must be satisfied,including without limitation th

161、at(a)the Hong Kong project must be the beneficial owner of the relevant dividends;and(b)the Hong Kong project must directly hold no less than 25%share ownershipin the PRC project during the 12 consecutive months preceding its receipt of thedividends.In current practice,a Hong Kong project must obtai

162、n a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the Hong Kong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the rele

163、vant Hong Kong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to any dividends paid by WFOE,Shandong Yousheng NewEnergy Technology Development Co.,Ltd,to its two direct Hong Kong holdingcompanies.As of the date of this prospectus,w

164、e have not applied for the taxresident certificate from the relevant Hong Kong tax authority.Our Hong Kongsubsidiaries intend to apply for the tax resident certificate if and when our PRCsubsidiaries plans to declare and pay dividends to our Hong Kong subsidiaries.PCAOBs Determinations on Public Acc

165、ounting Firms Headquartered inMainland China and in Hong KongOur ordinary shares may be delisted under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect our auditors for threeconsecutive years beginning in 2021.Furthermore,on June 22,2021,the U.S.Senatepassed the Acceler

166、ating Holding Foreign Companies Accountable Act,which,if signedinto law,would decrease the number of non-inspection years for foreign companiesto comply with the PCAOB audits from three years to two years,thus reducing thetime period before their securities may be prohibited from trading or delisted

167、.OnDecember 16,2021,the PCAOB issued a report on its determinations that it isunable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in mainland China and in Hong Kong,a Special AdministrativeRegion of the PRC,because of positions taken by PRC authorities i

168、n thosejurisdictions(the“Determination”).WWC P.C.,the independent registered publicaccounting firm that issues the audit report included elsewhere in thisprospectus/proxy statement,as an auditor of companies that are traded publicly inthe United States and a firm registered with the PCAOB,is subject

169、 to laws in theUnited States pursuant to which the PCAOB conducts regular inspections to assessour auditors compliance with the applicable professional standards.Our auditoris headquartered in San Mateo,California and has been inspected by the PCAOB on aregular basis,with the last inspection in Nove

170、mber 2021.As such,as of the dateof this prospectus,our auditor is not subject to the Determinations and ouroffering is not affected by the Holding Foreign Companies Accountable Act andrelated regulations.On August 26,2022,the CSRC,the MOF,and the PCAOB signedthe Protocol,governing inspections and in

171、vestigations of audit firms based inChina and Hong Kong,taking the first step toward opening access for the PCAOB toinspect and investigate registered public accounting firms headquartered inmainland China and Hong Kong.Pursuant to the fact sheet with respect to theProtocol disclosed by the SEC,the

172、PCAOB shall have independent discretion toselect any issuer audits for inspection or investigation and has the unfetteredability to transfer information to the SEC.On December 15,2022,the PCAOBdetermined that it was able to secure complete access to inspect and investigateregistered public accountin

173、g firms headquartered in mainland China and Hong Kongand vacated its previous determinations to the contrary.However,should PRCauthorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB may consider the need to issue a new determination.There is arisk that our audi

174、tor cannot be inspected by the PCAOB in the future,and if thePCAOB determines that it cannot inspect or fully investigate our auditor for threeconsecutive years beginning in 2021,our securities will be prohibited from tradingon a national exchange or over-the-counter under the Holding Foreign Compan

175、iesAccountable Act,and,as a result,Nasdaq may determine to delist our securities,which may cause the value of our securities to decline or become worthless.See“Risk Factors Risks Relating to Doing Business in China The newly enactedHolding Foreign Companies Accountable Act and the Accelerating Holdi

176、ng ForeignCompanies Accountable Act passed by the U.S.Senate,all call for additional andmore stringent criteria to be applied to emerging market companies upon assessingthe qualification of their auditors,especially the non-U.S.auditors who are notinspected by the Public Company Accounting Oversight

177、 Board of the United States.These developments could add uncertainties to our offering and listing on theNasdaq Capital Market,and Nasdaq may determine to delist our securities if thePCAOB determines that it cannot inspect or fully investigate our auditor.”Our Competitive StrengthsWe believe that th

178、e following competitive strengths differentiate us from ourcompetitors:a vehicle sourcing network in lower-tiered cities in China;UOTTA battery-swapping technology;2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/dat

179、a/1939780/0002127/ff12022_upowerlimited.htm15/21342023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm16/213Table of Contents strong cooperation with k

180、ey partners,including major automakers andbattery developers in China;and visionary and experienced management team with strong commitment.Our Growth StrategiesThe following are our primary growth strategies:jointly develop UOTTA-powered EVs with major auto manufacturers in China;develop and manufac

181、ture battery-swapping stations for UOTTA-powered EVs;enhance our research and development capabilities;and expand sales channels.Summary of Risk FactorsAn investment in our ordinary shares is subject to a number of risks,includingrisks relating to our business and industry,risks relating to doing bu

182、siness inChina and risk relating to our ordinary shares in this offering.You shouldcarefully consider all the information in this prospectus before making aninvestment in the ordinary shares.The following list summarizes some,but not all,of these risks.Please read the information in the section enti

183、tled“Risk Factors”for a more thorough description of these and other risks.Risks Relating to Doing Business in ChinaRisks and uncertainties that are related to doing business in China include,but are not limited to,the following:Changes in Chinas economic,political or social conditions,laws,regulati

184、ons or governmental policies could have a material adverse effecton our business,financial conditions and results of operations(see“Risk Factors Risks Relating to Doing Business in China Changes inChinas economic,political or social conditions,laws,regulations orgovernmental policies could have a ma

185、terial adverse effect on ourbusiness,financial conditions and results of operations”);PRC laws and regulations governing our current business operations aresometimes vague and uncertain and any changes in such laws and regulationsmay impair our ability to operate profitable(see“Risk Factors RisksRel

186、ating to Doing Business in China PRC laws and regulations governingour current business operations are sometimes vague and uncertain and anychanges in such laws and regulations may impair our ability to operateprofitable”);Substantial uncertainties in the promulgation,interpretation andenforcement o

187、f PRC laws and regulations could limit the legal protectionsavailable to you and us(see“Risk Factors Risks Relating to DoingBusiness in China Substantial uncertainties in the promulgation,interpretation and enforcement of PRC laws and regulations could limit thelegal protections available to you and

188、 us”);Any actions by the Chinese government,including any decision to interveneor influence the operations of the operating entities or to exert controlover any offering of securities conducted overseas and/or foreigninvestment in China-based issuers,may cause us to make material changesto the opera

189、tions of the PRC operating entities,may limit or completelyhinder our ability to offer or continue to offer securities to investors,and may cause the value of such securities to significantly decline or beworthless(see“Risk Factors Risks Relating to Doing Business inChina Any actions by the Chinese

190、government,including any decision tointervene or influence the operations of the operating entities or toexert control over any offering of securities conducted overseas and/orforeign investment in China-based issuers,may cause us to make materialchanges to the operations of the PRC operating entiti

191、es,may limit orcompletely hinder our ability to offer or continue to offer securities toinvestors,and may cause the value of such securities to significantlydecline or be worthless”);52023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.go

192、v/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm17/213Table of Contents We may become subject to a variety of laws and regulations in the PRCregarding privacy,data security,cybersecurity,and data protection(see“Risk Factors Risks Relating to Doing Business in China We maybe

193、come subject to a variety of laws and regulations in the PRC regardingprivacy,data security,cybersecurity,and data protection”);You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in China against us or ourmanagement named in the pros

194、pectus based on foreign laws(see“RiskFactors Risks Relating to Doing Business in China You may experiencedifficulties in effecting service of legal process,enforcing foreignjudgments or bringing actions in China against us or our management namedin the prospectus based on foreign laws”);It may be di

195、fficult for overseas regulators to conduct investigations orcollect evidence within China(see“Risk Factors Risks Relating toDoing Business in China It may be difficult for overseas regulators toconduct investigations or collect evidence within China”);If we are classified as a PRC resident enterpris

196、e for PRC income taxpurposes,such classification could result in unfavorable tax consequencesto us and our non-PRC shareholders or ordinary shareholders(see“RiskFactors Risks Relating to Doing Business in China If we areclassified as a PRC resident enterprise for PRC income tax purposes,suchclassifi

197、cation could result in unfavorable tax consequences to us and ournon-PRC shareholders or ordinary shareholders”);We face uncertainties with respect to indirect transfer of equityinterests in PRC resident enterprises by our non-PRC holding companies(see“Risk Factors Risks Relating to Doing Business i

198、n China We faceuncertainties with respect to indirect transfer of equity interests in PRCresident enterprises by our non-PRC holding companies”);Failure to make adequate contributions to various employee benefit plansand withhold individual income tax on employees salaries as required byPRC regulati

199、ons or comply with laws and regulations on other employmentpractices may subject us to penalties(see“Risk Factors RisksRelating to Doing Business in China Failure to make adequatecontributions to various employee benefit plans and withhold individualincome tax on employees salaries as required by PR

200、C regulations orcomply with laws and regulations on other employment practices may subjectus to penalties”);The enforcement of the PRC Labor Contract Law and other labor-relatedregulations in the PRC may subject our PRC subsidiaries to penalties orliabilities(see“Risk Factors Risks Relating to Doing

201、 Business inChina The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may subject our PRC subsidiaries topenalties or liabilities”);The M&A Rules and certain other PRC regulations may make it more difficultfor us to pursue growth through acquisitions(see“Risk

202、 Factors RisksRelating to Doing Business in China The M&A Rules and certain other PRCregulations may make it more difficult for us to pursue growth throughacquisitions”);The approval of the China Securities Regulatory Commission may be requiredin connection with this offering under PRC law(see“RiskF

203、actors Risks Relating to Doing Business in China The approval ofthe China Securities Regulatory Commission may be required in connectionwith this offering under PRC law”);PRC regulations relating to offshore investment activities by PRCresidents may limit our PRC subsidiaries ability to change their

204、registered capital or distribute profits to us or otherwise expose us orour PRC resident beneficial owners to liability and penalties under PRClaws.In addition,any failure to comply with PRC regulations with respectto registration requirements for offshore financing may subject us tolegal or adminis

205、trative sanctions(see“Risk Factors Risks Relating toDoing Business in China PRC regulations relating to offshore investmentactivities by PRC residents may limit our PRC subsidiaries ability tochange their registered capital or distribute profits to us or otherwiseexpose us or our PRC resident benefi

206、cial owners to liability and penaltiesunder PRC laws.In addition,any failure to comply with PRC regulationswith respect to registration requirements for offshore financing maysubject us to legal or administrative sanctions”);62023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/

207、ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm18/213Table of Contents We may be materially adversely affected if our shareholders and beneficialowners who are PRC entities fail to comply with the PRC overseasinvestment regulations

208、(see“Risk Factors Risks Relating to DoingBusiness in China We may be materially adversely affected if ourshareholders and beneficial owners who are PRC entities fail to complywith the PRC overseas investment regulations”);We may rely on dividends and other distributions on equity paid by our PRCsubs

209、idiaries to fund any cash and financing requirements we may have,andany limitation on the ability of our PRC subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct ourbusiness(see“Risk Factors Risks Relating to Doing Business inChina We may rely on divi

210、dends and other distributions on equity paidby our PRC subsidiaries to fund any cash and financing requirements we mayhave,and any limitation on the ability of our PRC subsidiaries to makepayments to us could have a material and adverse effect on our ability toconduct our business”);To the extent ca

211、sh or assets of our business,or of our PRC or Hong Kongsubsidiaries,is in mainland China or Hong Kong,such cash or assets maynot be available to fund operations or for other use outside of the PRC orHong Kong,due to interventions in or the imposition of restrictions andlimitations by the PRC governm

212、ent to the transfer of cash or assets(see“Risk Factors Risks Relating to Doing Business in China To theextent cash or assets of our business,or of our PRC or Hong Kongsubsidiaries,is in mainland China or Hong Kong,such cash or assets maynot be available to fund operations or for other use outside of

213、 the PRC orHong Kong,due to interventions in or the imposition of restrictions andlimitations by the PRC government to the transfer of cash or assets”);You may be subject to PRC income tax on dividends from us or on any gainrealized on the transfer of our ordinary shares(see“RiskFactors Risks Relati

214、ng to Doing Business in China You may be subjectto PRC income tax on dividends from us or on any gain realized on thetransfer of our ordinary shares”);PRC regulation of loans to and direct investment in PRC entities byoffshore holding companies and governmental control of currency conversionmay dela

215、y or prevent us from using the proceeds of this offering to makeloans or additional capital contributions to our PRC subsidiaries and ourconsolidated affiliated entities in China,which could materially andadversely affect our liquidity and our ability to fund and expand ourbusiness(see“Risk Factors

216、Risks Relating to Doing Business inChina PRC regulation of loans to and direct investment in PRC entitiesby offshore holding companies and governmental control of currencyconversion may delay or prevent us from using the proceeds of thisoffering to make loans or additional capital contributions to o

217、ur PRCsubsidiaries and our consolidated affiliated entities in China,whichcould materially and adversely affect our liquidity and our ability tofund and expand our business”);Fluctuations in exchange rates could have a material and adverse effect onour results of operations and the value of your inv

218、estment(see“RiskFactors Risks Relating to Doing Business in China Fluctuations inexchange rates could have a material and adverse effect on our results ofoperations and the value of your investment”);Governmental control of currency conversion may limit our ability toutilize our income effectively a

219、nd affect the value of your investment(see“Risk Factors Risks Relating to Doing Business inChina Governmental control of currency conversion may limit our abilityto utilize our income effectively and affect the value of yourinvestment”);If the chops of our PRC subsidiaries are not kept safely,are st

220、olen orare used by unauthorized persons or for unauthorized purposes,thecorporate governance of these entities could be severely and adverselycompromised(see“Risk Factors Risks Relating to Doing Business inChina If the chops of our PRC subsidiaries are not kept safely,arestolen or are used by unauth

221、orized persons or for unauthorized purposes,the corporate governance of these entities could be severely and adverselycompromised”);The PRC government exerts substantial influence over the manner in whichwe and our PRC subsidiaries must conduct our business activities.We arecurrently not required to

222、 obtain approval from Chinese authorities to liston U.S.exchanges,however,if we or our PRC subsidiaries are required toobtain approval in the future and are denied permission from Chineseauthorities to list on U.S.exchanges,we will not be able to continuelisting on U.S.exchanges,which would material

223、ly affect the interest ofthe investors(see“Risk Factors Risks Relating to Doing Business inChina The PRC government exerts substantial2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/f

224、f12022_upowerlimited.htm19/21372023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm20/213Table of Contentsinfluence over the manner in which we and our PRC subsid

225、iaries mustconduct our business activities.We are currently not required to obtainapproval from Chinese authorities to list on U.S.exchanges,however,ifwe or our PRC subsidiaries are required to obtain approval in the futureand are denied permission from Chinese authorities to list onU.S.exchanges,we

226、 will not be able to continue listing on U.S.exchanges,which would materially affect the interest of the investors”);and The newly enacted Holding Foreign Companies Accountable Act and theAccelerating Holding Foreign Companies Accountable Act passed by theU.S.Senate,all call for additional and more

227、stringent criteria to beapplied to emerging market companies upon assessing the qualification oftheir auditors,especially the non-U.S.auditors who are not inspected bythe PCAOB.These developments could add uncertainties to our offering andlisting on the Nasdaq Capital Market,and Nasdaq may determine

228、 to delistour securities if the PCAOB determines that it cannot inspect or fullyinvestigate our auditor(see“Risk Factors Risks Relating to DoingBusiness in China The newly enacted Holding Foreign CompaniesAccountable Act and the Accelerating Holding Foreign Companies AccountableAct passed by the U.S

229、.Senate,all call for additional and more stringentcriteria to be applied to emerging market companies upon assessing thequalification of their auditors,especially the non-U.S.auditors who arenot inspected by the Public Company Accounting Oversight Board of theUnited States.These developments could a

230、dd uncertainties to our offeringand listing on the Nasdaq Capital Market,and Nasdaq may determine todelist our securities if the PCAOB determines that it cannot inspect orfully investigate our auditor”).Risks Relating to Our Business and IndustryRisk and uncertainties related to our business and ind

231、ustry in general include,but are not limited to,the following:We have limited operating history in an emerging and fast-growing market.Our historical financial and operating performance may not be indicativeof our future prospects and results of operations;We may not be able to effectively manage ou

232、r growth,control expenses orimplement business strategies,any of which events may cause us to beunable to provide services or deliver products with premium quality orcompete effectively;For the six months ended June 30,2022,and fiscal years 2021 and 2020,wewere not profitable,and we did not generate

233、 positive cash flows fromoperations in fiscal year 2021;We may need additional capital to pursue business objectives and respondto business opportunities,challenges or unforeseen circumstances,andfinancing may not be available on acceptable terms or at all;We and our manufacturing partners may be su

234、bject to increasedenvironmental and safety or other regulation resulting in higher costs,cash expenditures,and/or sales restrictions;and Our business,financial condition and results of operations may beadversely affected by the COVID-19 pandemic.Our vehicle sourcing network is crucial to the success

235、 of our business.Ifwe fail to further develop or maintain our business relationships withsourcing partners at a sustainable cost,or at all,our business,financial condition and prospects would be materially and adverselyaffected;The net commissions from our sourcing services may decline in the future

236、,and any material decrease in such commissions could harm our business,financial condition and results of operations;and Our future growth is dependent upon the demand for,and upon consumerswillingness to adapt to,EVs and battery-swapping stations as a powersolution;Our success depends on our abilit

237、y to successfully develop,market andsell UOTTA-powered commercial-use EVs and battery-swapping stations;If UOTTA-powered EVs and battery-swapping stations do not meet theexpectations of customers and users,our business,financial condition andcompetitive position will be materially and adversely affe

238、cted;82023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm21/213Table of Contents We may encounter difficulty promoting and marketing UOTTA-powered EVs andbattery

239、-swapping stations because of the lack of unified industrystandards on EV batteries;Our reliance on third parties for manufacturing UOTTA-powered commercial-use EVs and battery-swapping stations increases the risk that the supplyof our products may become limited or interrupted or may not be ofsatis

240、factory quality and quantity;We may fail to maintain our strategic partnerships with auto manufacturersto jointly develop UOTTA-powered EVs;We could experience cost increases or disruptions in supply of rawmaterials or other components used in the manufacturing of battery-swapping stations;and We ma

241、y experience delays in the development and launch of any UOTTA-powered EV models in collaboration with our cooperating manufacturers.Risks Relating to Our Ordinary Shares and This OfferingRisks and uncertainties that are related to this offering and the tradingmarket of our ordinary shares,include,b

242、ut are not limited to the following:Because the initial public offering price is substantially higher than thepro forma net tangible book value per share,you will experience immediateand substantial dilution;You may face difficulties in protecting your interests,and your abilityto protect your right

243、s through U.S.courts may be limited,because we areincorporated under Cayman Islands law;We are a foreign private issuer within the meaning of the rules under theExchange Act,and as such we are exempt from certain provisions applicableto United States domestic public companies;and We will be a“contro

244、lled company”under the rules of Nasdaq upon thecompletion of this offering and,as a result,may rely on exemptions fromcertain corporate governance requirements that provide protection toshareholders of other companies.Corporate StructureWe are a Cayman Islands exempted company incorporated on June 1

245、7,2021.Exempted companies are Cayman Island companies conducting business mainly outsidethe Cayman Islands and,as such,are exempted from complying with certainprovisions of the Companies Act(2021 Revision).92023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimit

246、ed.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm22/213Table of ContentsThe following diagram illustrates our corporate structure upon completion ofthis offering based on a proposed number of ordinary shares being offered,assuming no exercise of the ov

247、er-allotment,and 50,000,000 ordinary shares issuedand outstanding as of the date of this prospectus.For more details on ourcorporate history,please refer to“Corporate History and Structure.”Corporate InformationOur principal executive offices are located at 18/F,building 3,science andTechnology Indu

248、strial Park,Yijiang District,Wuhu City,Anhui Province(安徽省芜湖市弋江区科技产业园3号楼18层),Peoples Republic of China.Our telephone number atthis address is 00852-6859-3598.Our registered office in the Cayman Islands islocated at McGrath Tonner Corporate Services Limited Genesis Building,5th Floor,Genesis Close,PO

249、Box 446,Cayman Islands,KY1-1106 and the phone number of ourregistered office is(345)623-2740.Investors should submit any inquiries to the address and telephone number ofour principal executive offices.Our corporate website is http:/ information contained on our websites is not a part of this prospec

250、tus.Ouragent for service of process in the United States is located at 122 East 42nd St18th Floor,New York,NY 10168.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235 billion in revenue during our last fiscalyear,we qualify as an“emerging growth company”as defined i

251、n the Jumpstart OurBusiness Startups Act of 2012,as amended,or the JOBS Act.As long as we remain anemerging growth company,we may rely on exemptions from some of the reportingrequirements applicable to public companies that are not emerging growth companies.In particular,as an emerging growth compan

252、y,we:may present only two years of audited financial statements and onlytwo years of related Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A;”are not required to provide a detailed narrative disclosure discussing ourcompensation principles,objectives and e

253、lements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;102023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/000

254、2127/ff12022_upowerlimited.htm23/213Table of Contents are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over financialreporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding adv

255、isory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief

256、executive officer payratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;and will not be required to conduct an evaluation of our internal control overfinancial reporting until our second annual rep

257、ort on Form 20-F followingthe effectiveness of our initial public offering.We intend to take advantage of all of these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act.Our ele

258、ction touse the phase-in periods may make it difficult to compare our financial statementsto those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described

259、 reducedreporting requirements and exemptions until we no longer meet the definition of anemerging growth company.We will remain an emerging growth company until theearliest of(a)the last day of the fiscal year during which we have total annualgross revenues of at least US$1.235 billion;(b)the last

260、day of our fiscal yearfollowing the fifth anniversary of the completion of this offering;(c)the date onwhich we have,during the preceding three-year period,issued more thanUS$1.0 billion in non-convertible debt;or(d)the date on which we are deemed tobe a“large accelerated filer”under the United Stat

261、es SecuritiesExchange Act of 1934,as amended,or the Exchange Act,which would occur if themarket value of our ordinary shares that are held by non-affiliates exceedsUS$700 million as of the last business day of our most recently completed secondfiscal quarter.Once we cease to be an emerging growth co

262、mpany,we will not beentitled to the exemptions provided in the JOBS Act discussed above.Foreign Private Issuer StatusWe are a foreign private issuer within the meaning of the rules under theSecurities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we areexempt from certain provisions app

263、licable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that

264、 apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuersfrom making selective disclosures of material information;we are not required to co

265、mply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownershi

266、p andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.112023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowe

267、rlimited.htm24/213Table of ContentsImplications of Being a Controlled CompanyUpon the completion of this offering,Mr.Jia Li,our founder and chairman ofthe board of directors will continue to beneficially own%of our total issuedand outstanding ordinary shares,representing%of our total voting power,as

268、suming the option to purchase additional ordinary shares is exercised by theunderwriter in full.As a result,we will be a“controlled company”as definedunder the Nasdaq Stock Market Rules because Mr.Jia Li will hold more than 50%ofthe voting power for the election of directors.As a“controlled company,

269、”we arepermitted to elect not to comply with certain corporate governance requirements.Ifwe rely on these exemptions,you will not have the same protection afforded toshareholders of companies that are subject to these corporate governancerequirements.122023/2/9https:/www.sec.gov/Archives/edgar/data/

270、1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm25/213Table of ContentsTHE OFFERINGOffering Price We currently estimate that the initial publicoffering price will be between US$andUS$per ordinary share.Ord

271、inary shares offered by us ordinary shares(or ordinary shares ifthe underwriter exercises in full the over-allotment option).Ordinary shares outstanding priorto the completion of thisoffering 50,000,000 ordinary sharesOrdinary shares outstandingimmediately after this offering ordinary shares excludi

272、ng ordinaryshares underlying the over-allotment option(or ordinary shares if the underwriterexercises in full the over-allotment option)Over-Allotment Option We have granted to the underwriter an option,exercisable within 30 days from the date ofthis prospectus,to purchase up to an aggregateof 15%ad

273、ditional ordinary shares at theinitial public offering price,less underwritingdiscounts.Use of Proceeds We estimate that we will receive net proceeds ofapproximately US$million(or US$million if the underwriter exercises its optionsto purchase additional ordinary shares in full)from this offering,ass

274、uming an initial publicoffering price of US$per ordinary share,which is the mid-point of the estimated range ofthe initial public offering price,afterdeducting estimated underwriting discounts non-accountable expense allowance and estimatedoffering expenses payable by us.We anticipate using the net

275、proceeds of thisoffering primarily for developing and marketingof UOTTA-powered EVs,manufacturing anddeveloping UOTTA-powered battery-swappingstations,developing and upgrading UOTTAtechnologies;and working capital.See“Use of Proceeds”for more information.Lock-up We,our directors and executive office

276、rs andexisting shareholders holding 10%or more of theCompanys ordinary shares have agreed with theunderwriter,subject to certain exceptions,notto sell,transfer or otherwise dispose of anyordinary shares or similar securities or anysecurities convertible into or exchangeable orexercisable for our ord

277、inary shares,for a periodof 180 days after the date of this prospectus.See“Shares Eligible for Future Sale”and“Underwriting.”Listing We intend to apply to have our ordinary shareslisted on the Nasdaq Stock Market under thesymbol“UCAR”.Payment and settlement The underwriter expects to deliver the ord

278、inaryshares against payment on ,2022,through thefacilities of The Depository Trust Company,orDTC.Risk Factors See“Risk Factors”and other informationincluded in this prospectus for a discussion ofrisks you should carefully consider beforeinvesting in our ordinary shares.Capital Structure and VotingRi

279、ghts Our authorized share capital is US$50,000 dividedinto 500,000,000,000 shares of a par value ofUS$0.0000001 per share.Holders of ordinary shares are entitled to onevote per one ordinary share.See“Description ofShare Capital.”2023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/00021

280、27/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm26/213132023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_

281、upowerlimited.htm27/213Table of ContentsRISK FACTORSInvesting in our ordinary shares involves a high degree of risk.You shouldcarefully consider the following risks,as well as other information contained inthis prospectus,before making an investment in our company.The risks discussedbelow could mate

282、rially and adversely affect our business,prospects,financialcondition,results of operations,cash flows,ability to pay dividends and thetrading price of our ordinary shares.We may face additional risks and uncertaintiesaside from the ones mentioned below.There may be risks and uncertainties that we a

283、reunaware of,or that we currently do not consider material,that may become importantfactors that adversely affect our business in the future.Any of the following risksand uncertainties could have a material adverse effect on our business,financialcondition,results of operations and ability to pay di

284、vidends.In such case,themarket prices of our ordinary shares could decline and you may lose part or all ofyour investment.Risks Relating to Doing Business in ChinaChanges in Chinas economic,political or social conditions,laws,regulations or governmental policies could have a material adverse effecto

285、n our business,financial conditions and results of operations.All of our revenues are generated by our PRC subsidiaries.Accordingly,ourresults of operations,financial condition and prospects are influenced by economic,political and legal developments in China.Economic reforms begun in the late 1970s

286、have resulted in significant economic growth.Chinas economy differs from theeconomies of most developed countries in many respects,including with respect to theamount of government involvement,level of development,growth rate,control offoreign exchange and allocation of resources.Although the Chines

287、e government hasimplemented measures emphasizing the utilization of market forces for economicreform,the reduction of state ownership of productive assets and the establishmentof improved corporate governance in business enterprises,a substantial portion ofproductive assets in China is still owned b

288、y the government.In addition,the Chinesegovernment continues to play a significant role in regulating industry development byimposing industrial policies.The Chinese government also exercises significantcontrol over Chinas economic growth through allocating resources,controllingpayment of foreign cu

289、rrency-denominated obligations,setting monetary policy,andproviding preferential treatment to particular industries or companies.Although the PRC economy has grown significantly in the past,that growth may notcontinue,as evidenced by the slowing of the growth of the PRC economy since 2012.Any advers

290、e changes in economic conditions in China,in the policies of the PRCgovernment or in the laws and regulations in China could have a material adverseeffect on a specific industry including our PRC subsidiaries in China.Suchdevelopments could adversely affect our PRC subsidiaries business and operatin

291、gresults,lead to reduction in demand for our services and adversely affect ourcompetitive position.The Chinese government has implemented various measures toencourage economic growth and guide the allocation of resources.Some of thesemeasures may benefit the overall Chinese economy but may have a ne

292、gative effect onus.For example,our financial condition and results of operations may be adverselyaffected by government control over capital investments or changes in taxregulations.In addition,in the past the Chinese government has implemented certainmeasures,including interest rate adjustments,to

293、control the pace of economicgrowth.These measures may cause decreased economic activities in China,which mayadversely affect our business and operating results.The PRC operating entities ability to operate profitably in the PRC may beadversely affected by changes in policies by the PRC government,in

294、cluding changes inlaws,regulations,or their interpretation,particularly those regarding theInternet,including censorship and other restrictions on material which can betransmitted over the Internet,security,intellectual property,money laundering,taxation,and other laws that affect our ability to ope

295、rate our business.PRC laws and regulations governing our current business operations aresometimes vague and uncertain and any changes in such laws and regulationsmay impair our ability to operate profitable.There are substantial uncertainties regarding the interpretation and applicationof PRC laws a

296、nd regulations including,but not limited to,the laws and regulationsgoverning our business and the enforcement and performance of our arrangements withcustomers in certain circumstances.The laws and regulations are sometimes vague andmay be subject to future changes,and their official interpretation

297、 and enforcementmay involve substantial uncertainty.The effectiveness and interpretation of newlyenacted laws or regulations,including amendments to existing laws142023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/dat

298、a/1939780/0002127/ff12022_upowerlimited.htm28/213Table of Contentsand regulations,may be delayed,and our business may be affected if we rely on lawsand regulations which are subsequently adopted or interpreted in a manner differentfrom their understanding of these laws and regulations.New

299、 laws and regulations thataffect existing and proposed future businesses may also be applied retroactively.Wecannot predict what effect the interpretation of existing or new PRC laws orregulations may have on our business.Substantial uncertainties in the promulgation,interpretation andenforcement of

300、 PRC laws and regulations could limit the legal protectionsavailable to you and us.The PRC legal system is a civil law system based on written statutes.Unlike thecommon law system,prior court decisions under the civil law system may be cited forreference but have limited precedential value.Since the

301、se laws and regulations arerelatively new and the PRC legal system continues to rapidly evolve,the promulgationof new rules and explanations and interpretations of many laws,regulations and rulesare not always uniform and enforcement of these laws,regulations and rules involvesuncertainties.In 1979,

302、the PRC government began to promulgate a comprehensive system of lawsand regulations governing economic matters in general.The overall effect oflegislation over the past three decades has significantly enhanced the protectionsafforded to various forms of foreign investments in China.However,China ha

303、s notdeveloped a fully integrated legal system,and recently enacted laws and regulationsmay not sufficiently cover all aspects of economic activities in China.Inparticular,the interpretation and enforcement of these laws and regulations involveuncertainties.Specifically,rules and regulations in Chin

304、a can change quickly withlittle advance notice.From time to time,we may have to resort to administrative and court proceedingsto enforce our legal rights.However,since PRC administrative and court authoritieshave significant discretion in interpreting and implementing statutory andcontractual terms,

305、it may be more difficult to evaluate the outcome of administrativeand court proceedings and the level of legal protection we enjoy than in moredeveloped legal systems.Furthermore,the PRC legal system is based in part ongovernment policies and internal rules(some of which are not published in a timel

306、ymanner or at all)that may have retroactive effect.As a result,we or our PRCsubsidiaries may not be aware of our violation of these policies and rules untilsometime after the violation.Such uncertainties,including uncertainty over thescope and effect of our contractual,property(including intellectua

307、l property)andprocedural rights,could materially and adversely affect our PRC subsidiariesbusiness and impede their ability to continue our operations.Any actions by the Chinese government,including any decision to interveneor influence the operations of the operating entities or to exert controlove

308、r any offering of securities conducted overseas and/or foreigninvestment in China-based issuers,may cause us to make material changes tothe operations of the PRC operating entities,may limit or completelyhinder our ability to offer or continue to offer securities to investors,and may cause the value

309、 of such securities to significantly decline or beworthless.We are a Cayman Islands holding company and are not a Chinese company.As aholding company with no material operations of our own,we conduct all of ouroperations through our PRC operating entities in China.As such,our corporatestructure invo

310、lves unique risks to investors.There are legal and operational risksassociated with having operations in mainland China,and the Chinese regulatoryauthorities could disallow this ownership structure,which would likely result in amaterial change in our operations and/or a material change in the value

311、of thesecurities we are registering for sale,including that it could cause the value ofsuch securities to significantly decline or become worthless.In the meeting of the Political Bureau of the CPC Central Committee held onJuly 30,2021,the improvement of the regulatory system for overseas listing of

312、enterprises was first proposed.Although the detailed implementations are stillunclear,the supervision of overseas listing of Chinese stocks may continue totighten.The Chinese government has exercised,and continues to exercise,substantialcontrol over virtually every sector of the Chinese economy thro

313、ugh regulation andstate ownership.The ability of our operating entities to operate in China may beimpaired by changes in its laws and regulations,including those relating totaxation,environmental regulations,land use rights,foreign investment limitations,and other matters.The central or local govern

314、ments of China may impose new,stricterregulations or interpretations of existing regulations that would require additionalexpenditures and efforts on our part to our compliance with such regulations orinterpretations.As such,we may be subject to various government and regulatoryinterference in the p

315、rovinces in which we operate.We could be subject to regulationby various political and regulatory entities,including various local and municipalagencies and government sub-divisions.We may incur increased costs necessary tocomply with existing and newly adopted laws and regulations or penalties for

316、anyfailure to comply.152023/2/9https:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htmhttps:/www.sec.gov/Archives/edgar/data/1939780/0002127/ff12022_upowerlimited.htm29/213Table of ContentsFurthermore,it is uncertain when and whether we will be required

317、 to obtainpermission from the PRC government to list on U.S.exchanges in the future,and evenwhen such permission is obtained,whether it will be denied or rescinded.Although webelieve that we are currently not required to obtain permission from any Chineseauthorities and have not received any notice

318、of denial of permission to list on theU.S.exchange,our operations could be adversely affected,directly or indirectly,byexisting or future laws and regulations relating to the PRC operating entitiesbusiness or industry,particularly in the event permission to list on U.S.exchangesmay be later required

319、,or withheld or rescinded once given.Accordingly,government actions in the future,including any decision tointervene or influence our operations at any time or to exert control over anoffering of securities conducted overseas and/or foreign investment in China-basedissuers,may cause us to make mater

320、ial changes to our operations,may limit orcompletely hinder our ability to offer or continue to offer securities to investors,and/or may cause the value of such securities to significantly decline or beworthless.We may become subject to a variety of laws and regulations in the PRCregarding privacy,d

321、ata security,cybersecurity,and data protection.We may become subject to a variety of laws and regulations in the PRC regardingprivacy,data security,cybersecurity,and data protection.These laws andregulations are continuously evolving and developing.The scope and interpretation ofthe laws that are or

322、 may be applicable to us are often uncertain and may beconflicting.In particular,there are a number of laws and regulations regardingprivacy and the collection,sharing,use,processing,disclosure,and protection ofpersonal information and other user data.Such laws and regulations often vary inscope,may

323、 be subject to differing interpretations,and may be inconsistent amongdifferent jurisdictions.The PRC Criminal Law,as amended by its Amendment 7(effective on February 28,2009)and Amendment 9(effective on November 1,2015),prohibits institutions,companies and their employees from selling or otherwise

324、illegally disclosing acitizens personal information obtained during the course of performing duties orproviding services or obtaining such information through theft or other illegal ways.On November 7,2016,the Standing Committee of the PRC National Peoples Congressissued the Cyber Security Law of th

325、e PRC,or Cyber Security Law,which becameeffective on June 1,2017.The Cyber Security Law is the first PRC law thatsystematically lays out the regulatory requirements on cybersecurity and dataprotection,subjecting many previously under-regulated or unregulated activities incyberspace to government scr

326、utiny.Pursuant to the Cyber Security Law,networkoperators must not,without users consent,collect their personal information,andmay only collect users personal information necessary to provide their services.Providers are also obliged to provide security maintenance for their products andservices and

327、 shall comply with provisions regarding the protection of personalinformation as stipulated under the relevant laws and regulations.The legalconsequences of violation of the Cyber Security Law include penalties such aswarnings,confiscation of illegal income,suspension of related business,winding upf

328、or rectification,shutting down the websites,and revocation of business license orrelevant permits.As of the date of this prospectus,we have not been involved in anyinvestigations or cybersecurity reviews by the CAC,and we have not received anyinquiry,notice,warning,or sanction in such respect.The Ci

329、vil Code of the PRC(issued by the PRC National Peoples Congress onMay 28,2020 and effective from January 1,2021)provides the main legal basis forprivacy and personal information infringement claims under the Chinese civil laws.PRC regulators,including the Cyberspace Administration of China,Ministry

330、ofIndustry and Information Technology,and the Ministry of Public Security,have beenincreasingly focused on regulation in the areas of data security and data protection.The PRC regulatory requirements regarding cybersecurity are constantly evolving.Forinstance,various regulatory bodies in China,inclu

331、ding the Cyberspace Administrationof China,the Ministry of Public Security and the State Administration for MarketRegulation,have enforced data privacy and protection laws and regulations withvarying and evolving standards and interpretations.On July 30,2021,the State Council promulgated the Regulat

332、ions on SecurityProtection of Critical Information Infrastructure,or the CII Regulations,whichbecame effective on September 1,2021.Pursuant to the CII Regulations,criticalinformation infrastructure refers to any important network facilities or informationsystems of an important industry or field suc

333、h as public communication andinformation service,energy,transport,water conservation,finance,public services,e-government affairs,science and technology industry for national defense and otherindustries and sectors that may seriously endanger national security,peopleslivelihood and public interest in case of damage,function loss or data leakage.Inaddition,relevant administration departments of eac