{"url_path":"/sec/ucar/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1939780/0001213900-26-057792-index.html","accession_number":"0001213900-26-057792","cik":"0001939780","ticker":"UCAR","issuer_name":"U Power Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939780/0001213900-26-057792-index.html","primary_entity_key":"0001939780","primary_entity_name":"U Power Ltd"},"word_count":3659,"has_tables":true,"body_markdown":"**Item\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\nA. Directors\nand Senior Management\n\n \n\nThe\nfollowing table sets forth information regarding our directors and executive officers as of the date of this annual report. The business\naddress of all of our directors and executive officers is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n\n**Directors and Executive Officers**\n \n**Age**\n \n**Position/Title**\n\nMr. Jia Li\n \n52\n \nChief Executive Officer, Director, and Chairman of\nthe Board of Directors\n\nMs. Bingyi Zhao\n \n43\n \nChief Financial Officer\nand Director\n\nMs. Xiaochun Li\n \n51\n \nIndependent Director\n\nMr. Quanshi Chen\n \n80\n \nIndependent Director\n\nMr. Jean Christophe von\nPfetten\n \n57\n \nIndependent Director\n\n \n\nThe following\nis a brief biography of each of the executive officers and directors listed above:\n\n \n\n*Mr. Jia\nLi*has served as the chairman of the board of directors and chief executive officer of the Company since June 2021.\nMr. Li founded our operative subsidiary, Youpin Automobile Service Group Co., Ltd., in July 2013, and has served as\nexecutive director of Youpin Automobile Service Group Co., Ltd. since May 28, 2014. He has over 20 years of business\nexperience in sales and marketing, and over 15 years in management in the automotive industry and the financial industry. From\nJanuary 2011 to November 2013, Mr. Li was the vice president at SAIC-GMAC Automotive Finance Co., Ltd.. From\nOctober 2009 to December 2010, Mr. Li served as the vice president of Siemens Ltd., China, of its SIS North East Asia\nFinancial Leasing services. From February 2009 to April 2009, Mr. Li worked at Hewlett-Packard Financial Leasing Co., Ltd.\nin China. From August, 1999 to January, 2009. Mr. Li holds a Master of Engineering degree in Computer Information Processing\nfrom Chinese Academy of Sciences, an Executive Master of Business Administration degree from Maastricht School of Management,\nand a Master of Finance from Renmin University of China.\n\n \n\n99\n\n* *\n\n*Ms.\nBingyi Zhao* has served as the chief financial officer and a director of the Company since July 2022. Ms. Zhao has over 10 years\nof experience in the financial sector. She has served as the chief executive officer of our operative subsidiary, Youpin Automobile Service\nGroup Co., Ltd., since July, 2018. From November 2015 to April 2018, Ms. Zhao was the President of Investment Fund Division\nat Shanghai Huayue Equity Investment Management Co., Ltd, whose LP is a listed company in Hong Kong. From 2012 to 2014, she served\nas the general manager at Shanghai Kaihong Petroleum Holding Group, a member of the Shanghai Petroleum and Natural Gas Trading Center.\nFrom 2011 to 2012, Ms. Zhao was a senior consultant at the Plain Law Firm. From December 2008 to June 2010, Ms. Zhao worked\nat HSBC Bank (China) Company Limited. From April 2007 to October 2008, Ms. Zhao worked at Citigroup Data Processing (Shanghai)\nCo., Ltd. Ms. Zhao obtained her Bachelor’s degree in Finance from East China University of Political Science and Law in 2004.\n\n* *\n\n*Ms.\nXiaochun Li* has served as an independent director of the Company since April 2023. Ms. Li has over 20 years of experience in\ntreasury management at international enterprises. Since October 2020, Ms. Li has served as the director of Business Treasury at\nNouryon Chemicals B.V., a global specialty chemicals company. From January 2007 to October 2007, Ms. Li served as the\nChina regional Treasurer of Nokia Siemens Networks. From October 2003 to November 2006, Ms. Li was financial treasury manager\nat Siemens Financial Services Ltd. From May 2000 to September 2003, Ms. Li worked as a senior treasury analyst at Hewlett-Packard\nEnterprise (China) Co., Ltd. Ms. Li holds a Bachelor’s degree in Accounting and Auditing from Shanghai University of Finance and\nEconomics, and earned a Master’s degree in Business Administration at a program offered jointly by Shanghai Fudan University and\nBI Norwegian Business School.\n\n \n\n*Mr. Quanshi\nChen* has served as an independent director of the Company since April 2023. Mr. Chen served as a professor and PhD tutor at\nthe College of Vehicles and Mobility, Tsinghua University from March 1970 to September 2010, and the honorary director of the\nElectric Vehicle Branch of the Chinese Academy of Automotive Engineers since May, 1997. Mr. Chen obtained his bachelor’s degree\nin automotive engineering at Tsinghua University in March 1970, and served at the Department of Automotive Engineering from 1970\nto 2010 in multiple roles, including the department chairperson from October 1994 to December 1997, the deputy director of\nthe Automobile Research Institute at Tsinghua University from January 1998 to January 2004, and the vice dean of the School\nof Mechanical Engineering from July 1996 to September 2001. Mr. Chen also has served as the director of the Electric Vehicle\nBranch of Chinese Society of Automotive Engineers from 1998 to October 2018, and the deputy director of Electric Vehicle Branch,\nChinese National Automobile Standardization Technical Committee from October 1997 to December 2014. Mr. Chen served as\nthe deputy director of the State Key Laboratory of Automobile Safety and Energy Conservation from July 2001 to December 2006.\nHe has been serving as a consultant for the Chinese National Automobile Standardization Technical Committee, Electric Vehicles Technology\nSub-Committee since January 2015. His research focuses on the technological developments of electric vehicles, hybrid vehicles,\nand fuel cell vehicles. He has published over 30 papers in major national and international journals and conferences. Currently, Mr. Chen\nalso serves as an independent director at Chongqing Changan Automobile Co., Ltd., a company listed on the main board of Shenzhen Stock\nExchange, and Shenzhen Daotong Technology Co., Ltd., a company listed on the Science and Technology Innovation Board of the Shanghai\nStock Exchange.\n\n* *\n\n*Mr. Jean\nChristophe von Pfetten (Prof. Pfetten)*has served as an independent director of the Company since February 2024. Prof. Pfetten is\nan accomplished diplomat and academic, who has served as Chairman of the Institute for East-West Strategic Studies since October 1997,\nvisiting professor at People’s University of China since September 1999, Chairman of Thornehope Limited (HK) since September 2001,\nand Bye-fellow of Emmanuel College (Cambridge University) since May 2015. He also served as a member of the board of the International\nFinancial Bank (FinInt Italy) for three years from January 2019 to December 2022. Prof. Pfetten is the author of a book entitled “Insights\nfrom China: Leadership, Policy and New World Order” published in 2015, and more than thirty articles on Corporate Governance, Political\nEconomics and International relations. He received a Bachelor of Science and a Master of Science (Physics and Chemistry) from the University\nof Strasbourg in 1988 and 1989, respectively, and a Dipl. Eng. in Geophysics from the Institute de Physique du Globe in 1990. \n\n \n\n**Board\nDiversity**\n\n \n\nThe\ntable below provides certain information regarding the diversity of our board of directors as of the date of this annual report.\n\n \n\nBoard Diversity\nMatrix\n\nCountry of Principal Executive\nOffices: \nChina\n\nForeign Private Issuer \nYes\n\nDisclosure Prohibited\nunder Home Country Law \nNo\n\nTotal Number\nof Directors \n5\n\n \n\n  \nFemale \nMale \nNon- Binary \nDid Not\nDisclose\nGender\n\nPart I: Gender Identity \n \n\nDirectors \n2 \n3 \n0 \n0\n\nPart II: Demographic Background \n  \n  \n  \n \n\nUnderrepresented Individual in Home Country Jurisdiction \n  \n0 \n  \n \n\nLGBTQ+ \n  \n0 \n  \n \n\nDid Not Disclose Demographic Background \n  \n0 \n  \n \n\n \n\n100\n\n \n\n**Family\nRelationships**\n\n \n\nNone\nof our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.\n\n \n\nB. Compensation\n\n \n\nFor\nthe year ended December 31, 2025, we paid an aggregate of approximately RMB0.26 million in cash to our executive officers and\ndirectors and we did not pay any compensation to our non-executive directors. We have not set aside or accrued any amount to provide\npension, retirement or other similar benefits to our directors and executive officers.\n\n \n\nOur\nPRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her\nmedical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits through a PRC government-mandated\nmulti-employer defined contribution plan and other statutory benefits.\n\n \n\nC.\nBoard Practices\n\n \n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of five (5) directors. Our board of directors has determined that our three independent directors, Ms. Xiaochun\nLi, Mr. Quanshi Chen, and Mr. Jean Christophe von Pfetten, satisfy the “independence” requirements of the Nasdaq corporate\ngovernance rules.\n\n \n\nPursuant\nto our amended and restated memorandum and articles of association, the minimum number of directors shall not be less than three directors.\nAll directors shall hold office until the expiration of their respective terms of office and until their successors shall have been appointed\nand qualified.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty\nto act in good faith in what they consider to be in our best interests. Our directors must also exercise their powers only for a proper\npurpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent\nperson would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of\nhis duties a greater degree of skill than what may reasonably be expected from a person of his knowledge and experience. However, English\nand Commonwealth courts have moved towards an objective standard with regard to the required skill and care, and these authorities are\nlikely to be followed in the Cayman Islands.\n\n \n\nAlthough\nunder Cayman Islands law, a controlling shareholder of a Cayman Islands company does not owe fiduciary duties to the company or its minority\nshareholders, a controlling shareholder who serves as a director of a company owes fiduciary duties in his capacity as a director to\nsuch company, for as long as he or she serves on the company’s board of directors. Certain shareholders of our controlling shareholder\nserve on our board of directors and, as a result, owe the aforementioned fiduciary duties to us.\n\n \n\nIn\nfulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be amended\nand restated from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us. A shareholder\nmay in certain circumstances have rights to damages if a duty owed by the directors is breached.\n\n \n\n101\n\n \n\nOur\nboard of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions\nand powers of our board of directors include, among others:\n\n \n\n●convening\nshareholders’ annual general meetings and reporting its work to shareholders at such\nmeetings;\n\n \n\n●declaring\ndividends and distributions;\n\n \n\n●appointing\nofficers and determining the term of office of officers;\n\n \n\n●exercising\nthe borrowing powers of our company and mortgaging the property of our company; and\n\n \n\n●approving\nthe transfer of shares of our company, including the registering of such shares in our share\nregister.\n\n \n\n**Terms\nof Directors and Executive Officers**\n\n \n\nOur\nofficers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and\nhold office until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until\nhis or her office is otherwise vacated in accordance with our amended and restated articles of association.\n\n \n\nA\ndirector’s office shall be vacated if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition\nwith his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing,\n(iv) without special leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our\nboard resolved that his office be vacated, or (v) is removed from office pursuant to any other provisions of our amended and restated\nmemorandum and articles of association.\n\n \n\n**Employment\nAgreements and Indemnification Agreements**\n\n \n\nWe\nhave entered into employment agreements with our executive officers. Each of our executive officers is employed for a continuous term\nunless either we or the executive officer gives prior notice to terminate such employment, or for a specified time period, or for a specified\ntime period which will be renewed automatically unless a notice of non-renewal is given. We may terminate an executive officer’s\nemployment for cause, at any time, without notice or remuneration, including but not limited to as a result of the executive officer’s\ncommitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal\noffence, fraud or dishonesty, habitual neglect of his or her duties, material misconduct being inconsistent with the due and faithful\ndischarge of the executive officer’s material duties or material breach of internal procedures or regulations which causes damage\nto the Company. An executive officer may terminate his or her employment at any time with one month’s prior written notice.\n\n \n\nWe\nhave entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify\nour directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by\nreason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions.\n\n** **\n\n**Interested\nTransactions**\n\n \n\nA\ndirector may, subject to any separate requirement for audit committee approval under applicable law, the amended and restated memorandum\nand articles of association or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting,\nvote in respect of any contract or transaction or proposed contract or transaction in which he or she is interested, provided that the\nnature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and\nany vote in that matter.\n\n \n\n102\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nWe\nhave established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate\ngovernance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described\nbelow.\n\n** **\n\n**Audit\nCommittee**\n\n \n\nOur\naudit committee will consist of Ms. Xiaochun Li, Mr. Quanshi Chen, and Mr. Jean Christophe von Pfetten. Ms. Xiaochun Li is the chairperson\nof the audit committee.\n\n \n\nThe\naudit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee\nis responsible for, among other things:\n\n \n\n●selecting\nour independent registered public accounting firm and pre-approving all auditing and non-auditing\nservices performed by our independent registered public accounting firm;\n\n \n\n●reviewing\nwith the independent registered public accounting firm any audit problems or difficulties\nand management’s response;\n\n \n\n●reviewing\nand approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K\nunder the Securities Act;\n\n \n\n●discussing\nthe annual audited financial statements with management and our independent registered public\naccounting firm;\n\n \n\n●annually\nreviewing and reassessing the adequacy of our audit committee charter;\n\n \n\n●meeting\nseparately and periodically with management and our independent registered public accounting\nfirms;\n\n \n\n●reporting\nregularly to the full board of directors; and\n\n \n\n●performing\nsuch other matters that are specifically delegated to our audit committee by our board of\ndirectors from time to time.\n\n** **\n\n**Compensation\nCommittee**\n\n \n\nOur\ncompensation committee consists of Ms. Xiaochun Li, Mr. Quanshi Chen, and Mr. Jean Christophe von Pfetten. Ms. Xiaochun Li is the chairperson\nof the compensation committee.\n\n \n\nThe\ncompensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation,\nrelating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which\nhis compensation is deliberated.\n\n \n\n103\n\n \n\nThe\ncompensation committee is responsible for, among other things:\n\n \n\n●reviewing\nand approving, or recommending to the board for its approval, the compensation for our chief\nexecutive officer and other executive officers;\n\n \n\n●reviewing\nand recommending to the board for determination with respect to the compensation of our non-employee\ndirectors;\n\n \n\n●reviewing\nand making recommendations to the board of directors with respect to the compensation of\nour directors;\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n** **\n\nOur\nnominating and corporate governance committee consists of Ms. Xiaochun Li, Mr. Quanshi Chen, and Mr. Jean Christophe von Pfetten. Ms.\nXiaochun Li is the chairperson of the nominating and corporate governance committee.\n\n \n\nThe\nnominating and corporate governance committee will assist the board of directors in selecting directors and in determining the composition\nof our board and board committees. The nominating and corporate governance committee will be responsible for, among other things:\n\n \n\n●identifying\nand recommending nominees for election or re-election to our board of directors, or for appointment to fill any vacancy;\n\n \n\n●reviewing\nannually with our board of directors its composition in light of the characteristics of independence, age, skills, experience and availability\nof service to us;\n\n \n\n●identifying\nand recommending to our board the directors to serve as members of committees;\n\n \n\n●advising\nthe board periodically with respect to developments in the law and practice of corporate governance as well as our compliance with applicable\nlaws and regulations;\n\n \n\n●making\nrecommendations to our board of directors on corporate governance matters and on any corrective action to be taken; and\n\n \n\n●monitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure\ncompliance.\n\n \n\n**Code of\nBusiness Conduct and Ethics**\n\n \n\nOur\nboard of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers and employees.\nWe have made our code of business conduct and ethics publicly available on our website at http:// https://ir.upincar.com/corporate.html. \n\n \n\nD. Employees\n\n \n\nSee\n“Item 4. Information on the Company — B. Business Overview — Employees.”\n\n \n\n104\n\n \n\nE.\nShare Ownership\n\n \n\nThe\nfollowing table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange\nAct, of our Ordinary Shares as of the date of this annual report for:\n\n \n\n●each\nof our directors and executive officers who beneficially own our Ordinary Shares;\n\n \n\n●our\ndirectors and executive officers as a group; and\n\n \n\n●each\nperson known to us to own beneficially more than 5% of our Ordinary Shares.\n\n \n\nBeneficial\nownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community\nproperty laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially\nowned by them. Percentage of beneficial ownership of each listed person is based on 23,144,871 Class A Ordinary Shares and 36,805 Class\nB Ordinary Shares outstanding as of the date of this report.\n\n \n\nInformation\nwith respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary\nShares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting\nor investment power with respect to securities. In computing the number of shares beneficially owned by a person listed below and the\npercentage ownership of such person, shares underlying options, warrants, or convertible securities held by each such person that are\nexercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding\nfor computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required\nby applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially\nowned by them.\n\n \n\n  \nClass A\nOrdinary\nShares  \nClass B\nOrdinary\nShares  \n**% of Beneficial Ownership†**  \n**% of Aggregate Voting Power††** \n\nDirectors and Executive Officers*: \n   \n   \n   \n  \n\nJia Li(1) \n 1,830,319  \n 36,805  \n 8.05% \n 20.54%\n\nBingyi Zhao(2) \n 1,225  \n -  \n 0.01% \n 0.01%\n\nXiaochun Li \n -  \n -  \n -  \n - \n\nQuanshi Chen \n -  \n -  \n -  \n - \n\nJean Christophe von Pfetten \n -  \n -  \n -  \n - \n\nAll directors and executive officers as a group \n 1,831,544  \n 36,805  \n 8.06% \n 20.55%\n\n5% Shareholders**: \n    \n    \n    \n   \n\nU Trend Limited(3) \n 1,050  \n 14,736  \n 0.07% \n 5.50%\n\nUpincar Limited(4) \n -  \n 14,944  \n 0.06% \n 5.57%\n\nU Create Limited(5) \n -  \n 7,125  \n 0.03% \n 2.66%\n\n \n\n*\nUnless otherwise indicated,\nthe business address of each of the individuals is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n \n\n**\nThe principal office of\neach of the 5% beneficial owners, unless stated otherwise, are located at Intershore Chambers, Road Town, Tortola, British Virgin\nIslands.\n\n \n\n(1)\nIncludes (i) 1,050 Class\nA Ordinary Shares and 14,736 Class B Ordinary Shares held by U Trend Limited, a British Virgin Islands company which is 100% owned\nby Mr. Jia Li; (ii) 14,944 Class B Ordinary Shares held by Upincar Limited, a British Virgin Islands company 100% owned by Mr. Jia\nLi; (iii) 7,125 Class B Ordinary Shares held by U Create Limited, a British Virgin Islands company 100% owned by Mr. Jia Li; and (iv) 1,829,269 Class A Ordinary Shares directly held by Mr. Jia\nLi.\nThe business address of Mr. Jia Li is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n\n105\n\n \n\n(2)\nRepresents 1,225 Class\nA Ordinary Shares held by U Battery Limited, a British Virgin Islands company 100% owned by Ms. Bingyi Zhao. The business address\nof Ms. Bingyi Zhao is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n\n \n\n(3)\nRepresents 1,050 Class\nA Ordinary Shares and 147,359 Class B Ordinary Shares held by U Trend Limited, a British Virgin Islands company which is 100% owned\nby Mr. Jia Li. The address of Mr. Jia Li is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n \n\n(4)\nRepresents 14,944 Class\nB Ordinary Shares held by Upincar Limited, a British Virgin Islands company 100% owned by Mr. Jia Li. The business address of Mr.\nJia Li is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n \n\n(5)\nRepresents 7,125 Class\nB Ordinary Shares held by U Create Limited, a British Virgin Islands company 100% owned by Mr. Jia Li. The business address of Mr.\nJia Li is 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China.\n\n \n\nWe\nare not aware of any arrangement that may, at a subsequent date, result in a change of control of our company."}