U Power Limited okays staged reverse share consolidations and rounding up

U Power Limited reported the results of its 2025 annual general meeting, where shareholders approved a series of potential reverse share consolidations that the board may implement at its discretion.

Rhea-AI Filing Summary

U Power Limited reported the results of its 2025 annual general meeting, where shareholders approved a series of potential reverse share consolidations that the board may implement at its discretion. The first consolidation would combine each 10 ordinary shares of par value US$0.00001 into 1 share of par value US$0.0001, and could be used when the Class A share price is below US$1.00. After that, if needed, a second consolidation could combine each 20 ordinary shares of par value US$0.0001 into 1 share of par value US$0.002, and a third could combine each 20 ordinary shares of par value US$0.002 into 1 share of par value US$0.04, again tied to a sub-US$1.00 price or board decision. Across all consolidations, no fractional shares will be issued; any fractions, after aggregation per holder, will be rounded up to the nearest whole share.

Insights

Equity structure and governance analyst

Shareholders authorized staged reverse splits that the board can use if the share price remains low.

The meeting approved three possible share consolidations that can be implemented sequentially. The first combines each 10 ordinary shares of par value US$0.00001 into 1 share of par value US$0.0001. If implemented, authorized capital would be US$50,000 divided into 399,941,181.2 Class A and 100,058,818.8 Class B shares.

Following that, a second consolidation could combine each 20 ordinary shares of par value US$0.0001 into 1 share of par value US$0.002, and a third could combine each 20 ordinary shares of par value US$0.002 into 1 share of par value US$0.04. Each step is conditioned on the Class A closing price being less than US$1.00 or being deemed advisable by a director, the chief executive officer, or the chief operating officer.

Because fractional shares from each consolidation will be rounded up after aggregation at the holder level, some shareholders could see a small increase in whole-share counts relative to a pure mathematical split. Actual impact on trading and ownership will depend on whether and when the board chooses to implement any of these authorized consolidations.

FAQ

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What did U Power Limited (UCAR) shareholders approve at the 2025 annual general meeting?

Shareholders approved three potential reverse share consolidations, to be implemented sequentially and at the discretion of the board and certain executives, along with a rule that fractional shares from each consolidation will be rounded up to whole shares after aggregation per shareholder.

How will the first approved share consolidation at U Power Limited (UCAR) work?

In the first consolidation, each 10 ordinary shares of par value US$0.00001 will be combined into 1 ordinary share of par value US$0.0001, with authorized share capital set at US$50,000 divided into 399,941,181.2 Class A shares and 100,058,818.8 Class B shares.

What are the details of the second and third potential share consolidations for U Power Limited (UCAR)?

After the first consolidation, the second would combine each 20 ordinary shares of par value US$0.0001 into 1 share of par value US$0.002, and the third would combine each 20 ordinary shares of par value US$0.002 into 1 share of par value US$0.04, each with authorized capital of US$50,000 split between Class A and Class B shares as specified in the resolutions.

Under what conditions can U Power Limited (UCAR) implement these share consolidations?

Each consolidation may be implemented on a date when the closing market price per Class A ordinary share is less than US$1.00, or on such date as any director, the chief executive officer, or the chief operating officer deems advisable and determines in his or her absolute discretion.

How will U Power Limited (UCAR) handle fractional shares from the consolidations?

No fractional shares will be issued. After aggregating all fractional shares that a shareholder would otherwise receive in a given consolidation, the result will be rounded up to the nearest whole share.

What voting support did the U Power Limited (UCAR) proposals receive at the meeting?

For the three resolutions, votes "For" were 4,725,493, 4,720,727, and 4,741,793 respectively, with smaller numbers of shares voted "Against" and a limited number of abstentions on each proposal.

What was the share and vote structure for U Power Limited (UCAR) at the record date?

As of the record date, there were 4,603,440 Class A ordinary shares outstanding, each with one vote, and 368,044 Class B ordinary shares outstanding, each with twenty votes, constituting all of the company’s outstanding voting securities.

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Accepted by SEC EDGAR 12/05/2025 - 08:32 PM EST Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-41679

U Power Limited

2F, Zuoan 88 A, Lujiazui,

Shanghai, People’s Republic of China

(Address of principal executive offices) 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Results of U Power Limited’s 2025 Annual General Meeting

The 2025 annual general meeting of shareholders (the “Meeting”) of U Power Limited (the “Company”) was held at 2F, Zuoan 88 A, Lujiazui, Shanghai, People’s Republic of China, on December 5, 2025, at 9:30 a.m. EST, with the ability given to the shareholders to join virtually via live audio webcast at www.virtualshareholdermeeting.com/UCAR2025, pursuant to notice duly given.

At the close of business on November 4, 2025, the record date for the determination of holders of ordinary shares of the Company entitled to vote at the Meeting, there were 4,603,440 Class A ordinary shares outstanding, each share being entitled to one (1) vote, and 368,044 Class B ordinary shares (together with the Class A ordinary shares, the “Ordinary Shares”), each share being entitled to twenty (20) votes, constituting all of the outstanding voting securities of the Company. At the Meeting, the holders of 4,779,314 Ordinary Shares, representing 11,964,320 votes of the Company were represented in person or by proxy, constituting a quorum.

At the Meeting, the shareholders of the Company adopted the following resolutions:

1. A special resolution to approve the change of voting power of the Class B ordinary shares from twenty (20) votes to one hundred (100) votes;

2. A special resolution to adopt the third amended and restated memorandum and articles of association; and

3. An ordinary resolution to approve share consolidations, as follows:

(i) on a date when the closing market price per Class A ordinary shares of par value of US$0.00001 each is less than US$1.00, or on such date as any director, chief executive officer or chief operating officer of the Company deems advisable and may determine in his or her absolute discretion, each 10 ordinary shares of a par value of US$0.00001 each be consolidated into 1 (one) ordinary share of a par value of US$0.0001 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 399,941,181.2 Class A ordinary shares of a par value of US$0.0001 each, and 100,058,818.8 Class B ordinary shares of a par value of US$0.0001 each (the “First Share Consolidation”);

(ii) subsequently following the First Share Consolidation, on a date when the closing market price per the Class A ordinary share of a par value of US$0.0001 each is less than US$1.00, or on such date as any director, chief executive officer or chief operating officer of the Company deems advisable and may determine in his or her absolute discretion, each 20 ordinary shares of a par value of US$0.0001 each be consolidated into 1 (one) ordinary share of a par value of US$0.002 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 19,997,059.06 Class A ordinary shares of a par value of US$0.002 each, and 5,002,940.94 Class B ordinary shares of a par value of US$0.002 each (the “Second Share Consolidation”);

(iii) subsequently following the Second Share Consolidation, on a date when the closing market price per the Class A ordinary share of a par value of US$0.002 each is less than US$1.00, or on such date as any director, chief executive officer or chief operating officer of the Company deems advisable and may determine in his or her absolute discretion, each 20 ordinary shares of a par value of US$0.002 each be consolidated into 1 (one) ordinary share of a par value of US$0.04 each, such that following such share consolidation, the authorized share capital of the Company will be US$50,000 divided into 999,852.953 Class A ordinary shares of a par value of US$0.04 each, and 250,147.047 Class B ordinary shares of a par value of US$0.04 each (the “Third Share Consolidation”, and together with the First Share Consolidation and the Second Share Consolidation, the “Share Consolidations”); and

(iv) no fractional shares shall be issued in connection with the Share Consolidations and all fractional shares (after aggregating all fractional shares that would otherwise be received by a shareholder) resulting from each of the Share Consolidations shall instead be rounded up to the whole number of shares.

The results of the vote at the Meeting for the resolutions were as follows:

*		For		Against		Abstain
No. 1		4,725,493		33,928		19,893
No. 2		4,720,727		57,180		1,407
No. 3		4,741,793		36,833		688

* The numbers in this column correspond to the resolutions enumerated in the third paragraph of this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 5, 2025

	U Power Limited
	By:	/s/ Jia Li
	Name:	Jia Li
	Title:	Chief Executive Officer

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