#1LENZAR 优品车集团 U POWER LIMITED Roadshow Presentation March 2023 Free Writing Prospectus dated March 14, 2023 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated March 13, 2023 Registration Statement No. 333-268949#2Free Writing Prospectus Statement LENZAR 优品车集团 This free writing prospectus relates to the proposed public offering of ordinary shares ("Ordinary Shares") of U Power Limited ("we", "us", or "our") and should be read together with the Registration Statement we filed with the U.S. Securities and Exchange Commission (the "SEC") for the offering to which this presentation relates and may be accessed through the following web link: https://www.sec.gov/Archives/edgar/data/1939780/000121390023019529/ff12023a3_upowerltd.htm The Registration Statement has not yet become effective. Before you invest, you should read the prospectus in the Registration Statement (including the risk factors described therein) and other documents we have with the SEC in their entirety for more complete information about us and the offering. You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, we or our underwriter will arrange to send you the prospectus if you contact AMTD Wealth Management Solutions Group Limited, 23/F Nexxus Building, 41 Connaught Road Central, Hong Kong, or by calling +852-3163-3288, or contact U Power Limited via email: [email protected]. 2#3LENZAR 优品车集团 Forward Looking Statements This presentation contains forward-looking statements that reflect our current expectations and views of future events. These forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those expressed or implied by these statements. You can identify some of these forward-looking statements by words or phrases such as "may," "will," "could," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "propose," "potential," "continue" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The forward- looking statements relate to, among other things: our goals and strategies; our business and operating strategies and plans for the development of existing and new businesses, ability to implement such strategies and plans and expected time; our future business development, financial condition and results of operations; expected changes in our revenues, costs or expenditures; our dividend policy; our expectations regarding demand for and market acceptance of our products and services; our expectations regarding our relationships with our clients, business partners and third-parties; the trends in, expected growth in and market size of the automobile sourcing industry, and the electric vehicle industry in China; our ability to maintain and enhance our market position; our ability to continue to develop new technologies and/or upgrade our existing technologies; developments in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations; relevant governmental policies and regulations relating to our businesses and industry; competitive environment, competitive landscape and potential competitor behavior in our industry; overall industry outlook in our industry; our ability to attract, train and retain executives and other employees; our proposed use of proceeds from this offering; the development of the global financial and capital markets; fluctuations in inflation, interest rates and exchange rates; general business, political, social and economic conditions in China and the overseas markets we have business; the future development of the COVID-19 pandemic and its impact on our business and industry; and assumptions underlying or related to any of the foregoing. These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations and our actual results could be materially different from our expectations. You should read carefully the factors described in the "Risk Factors" section of the prospectus contained in the Registration Statement to better understand the risks and uncertainties inherent in our business and any forward-looking statements. Statistical data referenced in this presentation may also include projections based on a number of assumptions. The Chinese automotive sourcing industry and the Chinese electric vehicle industry and its power solutions market may not grow at the rate projected by market data, or at all. Failure of these markets to grow at the projected rate may have a material and adverse effect on our business and the market price of the ordinary shares. In addition, the rapidly evolving nature of the Chinese automotive sourcing industry, and the Chinese electric vehicle industry and its power solutions market results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this presentation are made based on events and information as of the date of this presentation. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this presentation and the documents that we refer to herein with the understanding that our actual future results or performance may materially differ from what we expect. 3#4Offering Summary Issuer Listing Venue Offering Type Shares Offered Price Range Lock-up Use of Proceeds ● Joint Bookrunners ● ● ● U Power Limited Nasdaq Capital Markets (Stock Code: "UCAR") Initial Public Offering 2,500,000 ordinary shares Over-allotment option: 15% $6.00 - $8.00 per ordinary share 180 days for the directors, executive officers and existing shareholders holding 5% or more of the Company's ordinary share 40% for developing and marketing of UOTTA-powered EVs; 30% for manufacturing and developing UOTTA-powered battery-swapping stations; 20% for developing and upgrading UOTTA technologies; and 10% for working capital AMTD Wealth Management Solutions Group Limited WestPark Capital, Inc. Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss LENZAR 优品车集团 4#5Table of Contents Company Overview Business Overview Investment Highlights Growth Strategies Financial Highlights Appendix LENZAR 优品车集团 6. 10. 14. 20. 22. 26.#601 Company Overview 87 PRND 40 18:3 400#7Our Vision 66 Become an EV market player primarily focused on our proprietary battery-swapping technology, or UOTTA technology, to provide a comprehensive battery power solution for EVs 99 Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss#8Company Overview I Vehicles Sourcing Business ● 102 suppliers and 165 customers primarily located in lower-tier cities in China 1 Battery Swapping Technology 14 issued patents and 24 pending patent applications ² ● GMV of RMB1.26 million in 2021 with YoY growth of 1,473.8% Strategic cooperation with FAW Jiefang Qingdao and HUBEI TRI- RING to jointly develop UOTTA- powered EVS € B Vehicles Battery Swapping Technology 2 Battery Swapping Station Battery Swapping Station Battery Swapping Station ● LENZAR 优品车集团 Titan model - for electric heavy trucks Chipbox model - for ride-hailing passenger EVs, light electric trucks, and small logistics vehicles Manufacturer Factory Zibo Factory - production capacity of 180 to 250 units per year Wuhu factory - expected to commence production in 2023 with production capacity of 120 to 200 units per year Note: 1. For fiscal year 2021 2. As of March 8, 2023 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 8#9Key Milestones 2013 Our subsidiary, Anhui Yousheng New Energy, was established in Shanghai Since our commencement, we have principally engaged in the provision of vehicle sourcing services 2020 2021 We started cooperating with major automobile manufactures to jointly develop UOTTA-powered EVs by adapting selected EV models with our UOTTA technology • We started to generate revenue from sales of battery swapping stations In August 2021, we completed the construction of our own battery-swapping station factory in Zibo City, Shandong Province • We gradually shifted our focus from the vehicle sourcing business to the development of our proprietary battery- swapping technology, or UOTTA technology LENZAR 优品车集团 2022 • Our Zibo factory commenced manufacturing UOTTA battery- swapping stations in January 2022 We started operating a battery-swapping station, pursuant to our station cooperation agreement with Quanzhou Xinao in Quanzhou City, Fujian Province Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 9#1002 Business Overview 87 PRND 40 18:3 400#11Vehicle Sourcing Business We broker sales of vehicles between automobile wholesalers and buyers, including small and medium sized vehicle dealers ("SME dealers") and individual customers primarily located in the lower-tier cities in China 102 1 Suppliers O 区 Vehicle Wholesalers Note: 1. For fiscal year 2021 Automobile Manufacturers Total GMV 2 in 2021: RMB1,262,417 Total Units Sold in 2021: 1,252 LENZAR 优品车集团 We charge a commission that is calculated based on the purchase price of each purchase order LENZAR 优品车集团 2. "GMV" are to "Gross Merchandise Value" There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 165 1 Customers SME Dealers Total GMV 2 in 2020: RMB80,216 Total Units Sold in 2020: 57 Individual Customers 11#12UOTTA-powered EVs Compared with passenger EV drivers, drivers of commercial-use EVs experience more range anxiety and are more motivated to shorten, or even eliminate, time spent on recharging EVs. Therefore, we intend to primarily focus on developing commercial-use UOTTA-powered EVs Our Joint Development Model with Major Automobile Manufacturers Automobile Manufacturers U Power Limited Pipeline Select car models from their existing product pipeline Our Key Partners Manufacture EVS Provide battery- swapping technology solutions Ride-hailing passenger EVs Obtain MIIT ¹ approvals Small logistics EVs Promote and distribute EVs Develop, manufacture, and construct compatible battery- swapping stations Light electric trucks LENZAR 优品车集团 Note: 1. "MIIT" are to "the Ministry of Industry and Information Technology" There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss O UOTTA Heavy electric trucks 12#13UOTTA Battery-Swapping Stations Two types of UOTTA Battery-swapping Stations JOTTA 2009车人民共电站 UPINCAR Precise positioning Rapid disassembly Titan Model . Chipbox Model ● ● For electric heavy trucks 6 to 8 parking spaces 60 square meters RMB2,500,000 to 3,500,000 per unit ● For ride-hailing passenger EVs, light electric trucks, and small logistics vehicles 8-10 parking spaces 90 square meters RMB2,200,000 to 3,000,000 per unit Compact integration and flexible deployment Battery replacement within several minutes . Cooperation with Partners We entered into cooperation agreements with two battery- swapping station manufacturers for the joint development and manufacturing of UOTTA battery-swapping stations Manufacturing of Battery-swapping Stations Our Own Factory The manufacturing process in our own factory is mainly assembly of parts and components procured from our cooperating battery-swapping station manufacturers ● ● Zibo Battery-swapping Station Factory Commenced production in January 2022 180 to 250 units per year ● . Wuhu Battery-swapping Station Factory To commence production by June 2023 120 to 200 units per year LENZAR 优品车集团 ● Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 13#1403 Investment Highlights 87 PRND 40 18:3 400#15Investment Highlights Overview III A Vehicle Sourcing Network in Lower-tier Cities in China UOTTA Battery-swapping Technology LENZAR 优品车集团 Strong Cooperation with Key Partners, Including Major Automakers and Battery Developers in China Visionary and Experienced Management Team with Strong Commitment Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 15#16LENZAR A Vehicle Sourcing Network in Lower-tier Cities in China 8540 Our sourcing network consisted of 100 1 Suppliers 30 1 SME Dealers Long-term relationships with suppliers and SME dealer customers Deep understanding of the vehicle dealership market A strong presence in the lower-tier cities in China H Note: 1. As of March 8, 2023 There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 16#17UOTTA Battery-swapping Technology UOTTA Designed to provide a comprehensive battery power solution 14 Issued Patents 24 Pending Patent Applications UOTTA-powered EVs Vehicle-mounted supervisory control units that monitor the real-time status of an EV's battery packs • Customized vehicle control units (VCUS), which upload real- . time data of the electric vehicle to our data platform, using Bluetooth and/or Wi-Fi technologies UOTTA battery-swapping stations UOTTA battery-swapping stations designed for precise positioning, rapid disassembly, compact integration and flexible deployment of battery swapping ● LENZAR 优品车集团 Data management platform Data management platform which collects and synchronizes real-time information of the EVs uploaded by their respective VCUS, as well as information on the availability and locations of compatible UOTTA battery-swapping stations that assist drivers in locating the nearest compatible UOTTA battery-swapping stations available when the EV's battery is determined to be lower than a certain level ● Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 17#18Strong Cooperation with Key Partners, Including Major Automakers and Battery Developers in China ✪ L IIII):- [I] ✪ Key Partners of Automobile Manufacturers € FAW Jiefang Qingdao Automotive Co., Ltd We believe we are one of the few companies that are able to develop such strong relationships with these major manufacturers Key Partners of Battery Developers and Manufacturers M瑞浦能源 REPT Ruipu Energy Co., Ltd LENZAR HUBEI TRI-RING Motor Co., Ltd Leverage expertise and industry know-how Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss Ensure product meet strict quality standard 18#19Visionary and Experienced Management Team with Strong Commitment Mr. Jia Li Founder and Chairman Over 15-years of management experience in the automotive industry and the financial industry Former vice president at SAIC-GMAC Automotive Finance Co., Ltd. ● ● Mr. Rui Wang Senior Vice President Approximately 20-years of industry experience in automobile engineering and design Served at several leading automobile manufacturers ● ● LENZAR 优品车集团 Mr. Zhanduo Hao Senior Engineer Over 20-years of industry experience in the electric power sector Participated in the formulation of national and industry standards related to power swapping projects Note: There is no guarantee that any specific outcome will be achieved. Investments may be speculative, illiquid and there is a risk of loss 19