0001213900-24-014029.txt : 20240214 0001213900-24-014029.hdr.sgml : 20240214 20240214160116 ACCESSION NUMBER: 0001213900-24-014029 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: U TREND LTD GROUP MEMBERS: UPINCAR LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U Power Ltd CENTRAL INDEX KEY: 0001939780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-94429 FILM NUMBER: 24637473 BUSINESS ADDRESS: STREET 1: 2F, ZUOAN 88 A, LUJIAZUI CITY: SHANGHAI STATE: F4 ZIP: 200120 BUSINESS PHONE: 0086-21-6859-3598 MAIL ADDRESS: STREET 1: 2F, ZUOAN 88 A, LUJIAZUI CITY: SHANGHAI STATE: F4 ZIP: 200120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Li Jia Johnny CENTRAL INDEX KEY: 0002009468 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2F, ZUOAN 88 A, LUJIAZUI CITY: SHANGHAI STATE: F4 ZIP: 200135 SC 13G 1 ea193644-13gli_upower.htm SCHEDULE 13G

 

 

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:

 

  Rule 13d-1(b)
     
  Rule 13d-1(c)
     
  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

  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

  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

  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

  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

 

  By: /s/ Jia Li
  Name: Jia Li
     
  U Trend Limited
   
  By: /s/ Jia Li
  Name: Jia Li
  Title: Director
     
  Upincar Limited
   
  By: /s/ Jia Li
  Name: Jia Li
  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 No.   Description
99.1   Joint Filing Agreement

 

 

EX-99.1 2 ea193644ex99-1_upower.htm JOINT FILING AGREEMENT

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.

 

  By: /s/ Jia Li
  Name: Jia Li
     
  U Trend Limited
   
  By: /s/ Jia Li
  Name: Jia Li
  Title: Director
     
  Upincar Limited
   
  By: /s/ Jia Li
  Name: Jia Li
  Title: Director