Form SC 13G - Statement of acquisition of beneficial ownership by individuals
February 14 2024 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
U Power Limited
(Name of Issuer)
Ordinary shares, par value $0.0000001 per share
(Title of Class of Securities)
G9520U108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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☐ |
Rule 13d-1(b) |
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☐ |
Rule 13d-1(c) |
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☒ |
Rule 13d-1(d) |
| * | The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No.
G9520U108 |
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Page 1 of 7 |
1. |
Names of Reporting Persons
Jia Li |
2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
China |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
37,854,400* |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
37,854,400* |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
37,854,400* |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
11. |
Percent of Class Represented by Amount in Row (9)
19.79%** |
12. |
Type of Reporting Person
IN |
* |
Includes: 15,785,900 ordinary shares held by U Trend Limited, a British Virgin Islands company which is 100% owned by Jia Li; 14,943,500 ordinary shares held by Upincar Limited, a British Virgin Islands company which is 100% owned by Jia Li; and 7,125,000 ordinary shares held by U Create Limited, a British Virgin Islands company which is 100% owned by Jia Li. |
** |
Percentage of class is calculated based on 191,243,671 ordinary shares outstanding as of February 13, 2024, which information was provided by the Issuer to the Reporting Persons on February 13, 2024. |
CUSIP No.
G9520U108 |
|
Page 2 of 7 |
1. |
Names of Reporting Persons
U Trend Limited |
2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
British Virgin Islands |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
15,785,900* |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
15,785,900* |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,785,900* |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
11. |
Percent of Class Represented by Amount in Row (9)
8.25%** |
12. |
Type of Reporting Person
FI |
* |
Represents 15,785,900 ordinary shares held by U Trend Limited, a British Virgin Islands company which is 100% owned by Jia Li as of December 31, 2023. |
** |
Percentage of class is calculated based on 191,243,671 ordinary shares outstanding as of February 13, 2024, which information was provided by the Issuer to the Reporting Persons on February 13, 2024. |
CUSIP No.
G9520U108 |
|
Page 3 of 7 |
1. |
Names of Reporting Persons
Upincar Limited |
2. |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
3. |
SEC Use Only
|
4. |
Citizenship or Place of Organization
British Virgin Islands |
Number of Shares
Beneficially
Owned by
Each Reporting
Person With: |
5. |
Sole Voting Power
0 |
6. |
Shared Voting Power
14,943,500* |
7. |
Sole Dispositive Power
0 |
8. |
Shared Dispositive Power
14,943,500* |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,943,500* |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
11. |
Percent of Class Represented by Amount in Row (9)
7.81%** |
12. |
Type of Reporting Person
FI |
* |
Represents 14,943,500 ordinary shares held by Upincar Limited, a British Virgin Islands company which is 100% owned by Jia Li as of December 31, 2023. |
** |
Percentage of class is calculated based on 191,243,671 ordinary shares outstanding as of February 13, 2024, which information was provided by the Issuer to the Reporting Persons on February 13, 2024. |
CUSIP No.
G9520U108 |
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Page 4 of 7 |
ITEM 1.
(a) Name of Issuer: U Power
Limited
(b) Address of Issuer’s Principal
Executive Offices: 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.
ITEM 2.
2(a) Name of Person Filing:
Jia Li
U Trend Limited
Upincar Limited
The shares reported herein are directly
held by U Trend Limited, Upincar Limited, and U Create Limited, respectively. Jia Li is the sole shareholder of U Trend Limited, Upincar
Limited, and U Create Limited. Accordingly, Jia Li may be deemed to indirectly beneficially own the securities of the Issuer held by U
Trend Limited, Upincar Limited, and U Create Limited.
2(b) Address of Principal
Business Office, or if None, Residence:
Jia Li: 2F, Zuoan 88 A, Lujiazui, Shanghai,
People’s Republic of China
U Trend Limited and Upincar Limited:
Intershore Chambers, Road Town, Tortola, British Virgin Islands
2(c) Citizenship:
Jia Li; China
U Trend Limited and Upincar Limited: British Virgin Islands
2(d) Title of Class of Securities:
Ordinary shares, par value $0.0000001
per share
2(e) CUSIP Number:
G9520U108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT
TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable.
ITEM 4. OWNERSHIP.
The information requested in these paragraphs
is incorporated herein by reference to the cover pages to this Schedule 13G.
CUSIP No.
G9520U108 |
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Page 5 of 7 |
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF
A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT
ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF
THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF
MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
CUSIP No.
G9520U108 |
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Page 6 of 7 |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Date: February 14, 2024
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By: |
/s/ Jia Li |
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Name: |
Jia Li |
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U Trend Limited |
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By: |
/s/ Jia Li |
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Name: |
Jia Li |
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Title: |
Director |
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Upincar Limited |
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By: |
/s/ Jia Li |
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Name: |
Jia Li |
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Title: |
Director |
The original statement shall
be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the
representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each
person who signs the statement shall be typed or printed beneath his signature.
CUSIP No. G9520U108 |
Page 7 of 7 |
LIST OF EXHIBITS
Exhibit 99.1
JOINT
FILING AGREEMENT
In accordance with Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0000001 per share, of U Power Limited, a Cayman
Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement as of February 14, 2024.
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By: |
/s/ Jia Li |
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Name: |
Jia Li |
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U Trend Limited |
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By: |
/s/ Jia Li |
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Name: |
Jia Li |
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Title: |
Director |
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Upincar Limited |
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By: |
/s/ Jia Li |
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Name: |
Jia Li |
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Title: |
Director |
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