SecProbe.io

CORRESP
1
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of Dalian
University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

March 2, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C., 20549

    Re:
    EZGO Technologies Ltd.

    Registration Statement on Form F-3 (File No. 333-291823)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, EZGO Technologies Ltd. hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-3, so that such Registration Statement will become
effective at 5:00 p.m., Eastern Time, on March 4, 2026, or as soon thereafter as practicable.

    Very truly yours,

    EZGO Technologies Ltd.

    By:
    /s/ Jianhui Ye

    Name:
    Jianhui Ye

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
May 22, 2023
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Registration Statement on Form F-3
Filed May 17, 2023
File No. 333-272011
Dear Jianhui Ye:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of Dalian
University of Technology,

Science and Education Town, Wujin District,

Changzhou City, Jiangsu, China 213164

May 22, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C.  20549

Attention: Patrick Fullem

    Re:
    EZGO Technologies Ltd.

    Registration Statement on Form F-3

    Filed May 17, 2023

    File No. 333-272011

Dear Mr. Fullem:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, EZGO Technologies Ltd. hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form F-3 so that it will become effective at 4:00 p.m. ET on Wednesday, May 24, 2023, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
November 30, 2022
Jingyan Wu
Chief Financial Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Form 20-F for the Year Ended September 30, 2021
Filed January 27, 2022
File No. 001-39833
Dear Jingyan Wu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of Dalian
University of Technology,

Science and Education Town,

Wujin District, Changzhou City

November 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Thomas Jones

Re:  EZGO Technologies
Ltd.

    Registration Statement on Form F-3

    Filed Initially filed on March 4, 2022

    File No. 333-263315

Dear Mr. Jones:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, EZGO Technologies Ltd. hereby requests acceleration of effectiveness of the above referenced Registration
Statement on Form F-3 so that it will become effective at 4:00 p.m. ET on Wednesday, November 30, 2022, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of
Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

October 24, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Thomas Jones

    Re:
    EZGO Technologies Ltd.

Amendment No. 3 to Registration Statement
on Form F-3

Filed September 8, 2022

File No. 333-263315

Dear Mr. Jones:

EZGO Technologies Ltd. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated September 21, 2022 (the “Comment Letter”), regarding Amendment No. 3 to
Registration Statement on Form F-3 (the “Registration Statement”) filed on September 8, 2022.

Based on certain guidance
provided by you in a telephone conversation with our legal counsel on Friday, October 21, 2022, we are transmitting this letter prior
to filing Amendment No. 4 to the Registration Statement (“Amendment No. 4”) for the purpose of providing the Staff
with our responses to the Staff’s comments in the Comment Letter and our proposals as to how we plan to address those comments in
Amendment No. 4. For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed the comment
with the Company’s response and our proposed manner of addressing such comment in Amendment No. 4. Upon our receipt of the Staff’s
comments to our proposals, we intend to file Amendment No. 4, with such changes, as deemed necessary by us, to fully address all of the
Staff’s comments.

Amendment No. 3 to Registration Statement
on Form F-3 filed September 8, 2022

Conventions that apply to this Prospectus,
page ii

1. We note your response to prior comment 3
and we reissue the comment. Regarding the revised definition of China or PRC appears to include “Hong Kong, Macau and Taiwan, unless
the context otherwise indicates” and “When used in the case of laws and regulations of China or the PRC, it refers to
only such laws and regulations of mainland China,” revise your disclosure to include a definition of China or PRC that does
not include such exclusions and is not limited to only such laws and regulations of mainland China. Also, remove from the definition the
reference to “unless the context otherwise indicates.”

In response to the Staff’s comment, we intend
to revise the definition of “China or PRC” in Amendment No. 4 to include Hong Kong and Macau that does not include any exclusions
and is not limited to only such laws and regulations of mainland China. We respectfully advise the Staff that we intend to provide the
following definition on page ii of Amendment No. 4 to address the Staff’s comment:

“China” or the “PRC,”
in each case, refers to the People’s Republic of China, including Hong Kong and Macau. The term “Chinese” has a correlative
meaning for the purpose of this prospectus.

Risk Factors, page 18

2. Please discuss whether recent increased
cases of COVID-19 and/or shutdowns related to additional or increased outbreaks have had a material impact on your operations, supply
chain, liquidity or capital resources. In this regard, we note the information about COVID-19 in your press release filed as exhibit 99.1
to your Form 6-K filed August 18, 2022.

In response to the Staff’s comment, we intend
to add a risk factor on page 34 of Amendment No. 4, which addresses any adverse impact that the COVID-19 pandemic has had on our
business and operations and to specifically address the Staff’s comment as to whether recent increased cases of COVID-19 and/or
shutdowns related to additional or increased outbreaks have had a material impact on our operations, supply chain, liquidity or capital
resources. We note that prior versions of the Registration Statement did not contain a risk factor disclosing any risks to our business
relating to COVID-19, but such risk factor was incorporated by reference to our Annual Report on Form 20-F for the fiscal year ended September
30, 2021, as amended and other filings with the Commission. Our proposed COVID-19 risk factor will provide as follows:

The COVID-19 pandemic has, and
will likely continue to, negatively impact the global economy and disrupt normal business activity, which may have an adverse effect on
our business, financial condition and results of operations.

The global spread of COVID-19 and the
efforts to control it have slowed global economic activity and disrupted, and reduced the efficiency of, normal business activities in
much of the world. The pandemic has resulted in authorities around the world implementing numerous unprecedented measures such as travel
restrictions, quarantines, shelter in place orders, and factory and office shutdowns. These measures impacted our workforce and operations,
and those of our customers and suppliers. In particular, from October 2021 to March 2022 we experienced some disruption to our operations
during the Chinese government mandated lockdown, due to the COVID-19 pandemic, including random shutdowns of out Tianjin and Changzhou
factories, restrictions or suspensions of logistics and shipping services in certain areas of China. While we and our major suppliers
are currently fully operational, there can be no assurance that these measures related to additional or increased outbreaks will not be
implemented again.

In response to governmental directives
and recommended safety measures, we have implemented personal safety measures at all our facilities. However, these measures may not be
sufficient to mitigate the risk of infection by COVID-19. If a significant number of our employees, or employees and third parties performing
key functions, including our management and members of our board of directors, become ill, our business may be further adversely impacted.

More generally, the COVID-19 pandemic
has and is expected to continue to adversely affect economies and financial markets globally in the longer-term, and could result in a
continued economic downturn and a recession. This would likely adversely affect demand for some of our products, which may, in turn negatively
impact our results of operations, but it is not possible at this time to estimate the full impact that COVID-19 will have on our business,
as the impact will depend on future developments, which are highly uncertain and cannot be predicted.”

Recent increased cases of COVID-19 and/or
shutdowns related to additional or increased outbreaks have not currently had a material impact on our operations, supply chain, liquidity
or capital resources. We continue to see demand in our products and have implemented a new marketing channel and sales model with increasing
urban agent stores, as well as the launch of our new products. However, the environment remains uncertain and the impact of COVID-19 and
the gradual recovery in sales of our products may not be sustainable over the longer term.  There can be no assurance that increased
cases of COVID-19 and/or shutdowns related to additional or increased outbreaks will not, in the future, have a material impact on our
operations, supply chain, liquidity or capital resources. The degree to which the pandemic ultimately impacts our business and results
of operations will depend on future developments beyond our control, including the severity of the pandemic, the extent of actions to
contain or treat the virus, how quickly and to what extent normal economic and operating conditions can resume, and the severity and duration
of the global economic downturn that results from the pandemic.

      2

We further respectively advise the Staff, that
the press release filed as Exhibit 99.1 to our Form 6-K filed with the Commission on August 18, 2022, is consistent with the disclosure
in the above-proposed risk factor in that it mentions the adverse impact of COVID-19 on our business and operations during the six month
period ended March 31, 2021, which coincides with the financial reporting period covered by the press release. We further note that in
the second paragraph under the heading “Management Commentary” in the press release, our Chief Executive Officer Jianhui Ye
states: “The implementation of our new sales model, since the fourth quarter of 2021, by more urban partners and stores, along with
the launch of our new products and the easing of the domestic COVID-19 pandemic control policy, has resulted in a gradual recovery in
sales of our electric bicycles, as well as sales of our supporting lithium batteries beginning in June 2022.” This is also consistent
with the disclosure in our proposed risk factor.

3. We note the references to inflation on page
24. Please update this risk factor if recent inflationary pressures have materially impacted your operations. In this regard, identify
the types of inflationary pressures you are facing and how your business has been affected.

In response to the Staff’s comment, we
intend to add the following language on page 24 of Amendment No. 4 at the end of the last paragraph of the risk factor –
“Changes in China’s economic, political or social conditions or government policies could have a material adverse
effect on EZGO’s business and operations through the WFOE, the VIE and its subsidiaries” so that the paragraph
reads in its entirety as follows:

While China’s economy has experienced
significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the
rate of growth has been slowing down. Some of the governmental measures may benefit the overall Chinese economy, but may have a negative
effect on us. For example, EZGO’s financial condition and results of operations may be adversely affected by government control
over capital investments or changes in tax regulations. Any stimulus measures designed to boost the Chinese economy may contribute to
higher inflation, which could adversely affect our results of operations and financial condition. For example, certain operating costs
and expenses, such as employee compensation and office operating expenses, may increase as a result of higher inflation. In addition,
the PRC government has implemented in the past certain measures to control the pace of economic growth. These measures may cause decreased
economic activity, which in turn could lead to a reduction in demand for EZGO’s products and services provided through the WFOE,
the VIE and its subsidiaries in China, and consequently have a material adverse effect on its businesses through the WFOE, the VIE and
its subsidiaries in China, financial condition and results of operations. The purchase price of steel, one of main raw materials for
EZGO e-bicycles production, kept stable from October 2021 to September 2022. Although the purchase price of cathode material, one of
main raw materials for EZGO lithium battery production, continues rising in 2022, EZGO was able to pass those costs to end consumers
by raising the selling price of products. As a result, recent inflationary pressures have not materially impacted our operations.

      3

We thank the Staff for its
review of the foregoing and any further guidance that it can provide us in addressing the Staff’s comments in Amendment No. 4.
Please let us know if the changes we have proposed in Amendment No. 4 sufficiently address the Staff’s comments or if the Staff
has any further comments. Please provide us with your further comments by contacting our counsel, Richard I. Anslow, at ranslow@egsllp.com
or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    cc: Richard I. Anslow, Esq.

4

United States securities and exchange commission logo
September 21, 2022
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment No. 3 to Registration Statement on Form F-3
Filed September 8, 2022
File No. 333-263315
Dear Mr. Ye:
            We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 30, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3 filed September 8, 2022
Conventions that apply to this Prospectus, page ii
1.We note your response to prior comment 3 and we reissue the comment.  Regarding
the revised definition of China or PRC appears to include "Hong Kong, Macau and
Taiwan, unless the context otherwise indicates" and "When used in the the case of laws
and regulations of China or the PRC, it refers to only such laws and regulations of
mainland China," revise your disclosure to include a definition of China or PRC that does
not include such exclusions and is not limited to only such laws and regulations of
mainland China.  Also, remove from the definition the reference to "unless the context

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 September 21, 2022 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
September 21, 2022
Page 2
otherwise indicates."
Risk Factors, page 18
2.Please discuss whether recent increased cases of COVID-19 and/or shutdowns related to
additional or increased outbreaks have had a material impact on your operations, supply
chain, liquidity or capital resources. In this regard, we note the information about COVID-
19 in your press release filed as exhibit 99.1 to your Form 6-K filed August 18, 2022.
3.We note the references to inflation on page 24. Please update this risk factor if recent
inflationary pressures have materially impacted your operations. In this regard, identify
the types of inflationary pressures you are facing and how your business has been
affected.
            Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard I. Anslow, Esq.

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of Dalian
University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

September 7, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Jeffrey Gordon

    Re:
    EZGO Technologies Ltd.

    Form 20-F for the Year Ended September 30, 2021

    Filed January 27, 2022

    Form 20-F/A for the Year Ended September 30, 2021

    Filed August 5, 2022

    CORRESP filed August 5, 2022

    File No. 001-39833

Dear Mr. Gordon:

EZGO Technologies Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated August 30, 2022, regarding Annual Report on Form 20-F for the fiscal year ended September 30, 2021 (the “Form 20-F”)
originally filed with the Commission on January 27, 2022, and was amended by Amendment No. 1 to Form 20-F filed with the Commission on
June 24, 2022, and then further amended by Amendment No. 2 to Form 20-F filed with the Commission on August 5, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed such comment with the Company’s response.

Form 20-F/A for the Year Ended September 30, 2021

Part I, page 1

    1.
    We have reviewed your response to prior comment one. Please ensure you conform your disclosures related to your operations in China, in future Exchange Act filings, with comments issued in our review of your current Form F-3, as applicable. Please confirm your understanding that you will comply with the requisite disclosures in future Exchange Act filings, as applicable, in your response to us.

We respectfully advise the Staff that we will conform
our disclosures related to the Company’s operations in China, in future Exchange Act filings, with comments issued in the Commission’s
review of our current Form F-3, as applicable. We hereby confirm that we will comply with the requisite disclosures in future Exchange
Act filings, as applicable, in our responses to the Commission.

If you have further comments,
please feel free to contact to our counsel, Richard I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

cc: Richard I. Anslow, Esq.

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of
Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

September 7, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Thomas Jones

    Re:
    EZGO Technologies Ltd.

Amendment No. 2 to Registration Statement
on Form F-3

Filed August 5, 2022

File No. 333-263315

Dear Mr. Jones:

EZGO Technologies Ltd. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated August 30, 2022, regarding Amendment No. 2 to Registration Statement on Form F-3 filed on
August 5, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in the Amendment No. 3 to the Registration Statement (the “Amendment
No. 3”), which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 2 to Registration Statement
on Form F-3 filed August 5, 2022

General

1. Please provide a factual update on your
cover page, prospectus summary, and risk factors to disclose the agreement reached between the PCAOB and the CSRC on August 26, 2022.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 13 and 33 of the Amendment No. 3.

Cover Page

2. We note your response to prior comment 1.
Please continue to revise your disclosure to refrain from using such terms as “we” or “our” when describing activities
or functions of the VIE. For example, we note the caption of the risk factor on page 20 that the “PRC government exerts substantial
influence over the manner in which we conduct our business activities.”

In response to the Staff’s comment, we have
revised disclosure on the cover page and throughout the Amendment No. 3. Because approximately 16% of our revenue is generated through
the sale of battery packs through Changzhou EZGO Enterprise Management Co., Ltd. (the “WFOE”) and all other revenue is generated
through the VIE and its subsidiaries in China, we have revised the disclosure throughout the prospectus so that this is more accurately
disclosed.

Conventions that apply to this prospectus,
page ii

3. We note your response to prior comment 3.
However, comment 3 did not refer to the qualifications of counsel. As previously requested, revise the definition of the PRC or China
to include Hong Kong and Macau and revise the disclosure throughout your amendment accordingly.

In response to the Staff’s comment, we have revised disclosure
on the cover page and pages ii and iii of the Amendment No. 3. We respectfully advise the Staff that as advised by our PRC counsel, DeHeng
Law Offices, each of the Hong Kong Special Administrative Region (“HKSAR”), Macao Special Administrative Region and Taiwan
region adopts separate legal system from other regions of China. For example, on July 1, 1997, Hong Kong became a Special Administrative
Region of the PRC and the Basic Law of the Hong Kong Special Administrative Region of the PRC (the “Basic Law”) came into
effect. The Basic Law is the constitutional document of the HKSAR. It enshrines within a legal document the important concepts of “one
country, two systems,” “Hong Kong people administering Hong Kong” and a high level of autonomy. According to the Basic
Law, the HKSAR enjoys executive, legislative and independent judicial power, including that of final adjudication. In order to further
distinguish each other, we have added a definition “mainland China” which refers to the People’s Republic of China excluding
Hong Kong, Macau and Taiwan.

Enforceability of Civil Liabilities, page
45

4. We note your response to prior comment 6.
Please expand the disclosure to identify that a majority of your current directors and officers are nationals and residents of the PRC.

In response to the Staff’s comment, we have
revised disclosure on pages 15, 32 and 46 of the Amendment No. 3.

    2

We thank the Staff for its
review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Richard
I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    cc: Richard I. Anslow, Esq.

3

United States securities and exchange commission logo
August 30, 2022
Jingyan Wu
Chief Financial Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Form 20-F for the Year Ended September 30, 2021
Filed January 27, 2022
Form 20-F/A for the Year Ended September 30, 2021
Filed August 5, 2022
CORRESP filed August 5, 2022
File No. 001-39833
Dear Ms. Wu:
            We have reviewed your August 5, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 28, 2022 letter.
Form 20-F/A for the Year Ended September 30, 2021
Part I, page 1
1.We have reviewed your response to prior comment one.  Please ensure you conform your
disclosures related to your operations in China, in future Exchange Act filings, with
comments issued in our review of your current Form F-3, as applicable.  Please confirm

 FirstName LastNameJingyan Wu
 Comapany NameEZGO Technologies Ltd.
 August 30, 2022 Page 2
 FirstName LastName
Jingyan Wu
EZGO Technologies Ltd.
August 30, 2022
Page 2
your understanding that you will comply with the requisite disclosures in future Exchange
Act filings, as applicable, in your response to us.
            You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of
Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

August 5, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Thomas Jones

    Re:
    EZGO Technologies Ltd.

Amendment No. 1 to Registration Statement
on Form F-3

Filed June 24, 2022

File No. 333-263315

Dear Mr. Jones:

EZGO Technologies Ltd. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated July 19, 2022, regarding Amendment No. 1 to Registration Statement on Form F-3 filed on June
24, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in the Amendment No. 2 to the Registration Statement (the “Amendment
No. 2”), which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Registration Statement
on Form F-3 filed June 24, 2022

Cover Page

1. We note your response to comment 4. Please
continue to revise your disclosure to refrain from using terms such as “we” or “our” when describing activities
or functions of the VIE. For example, we note the disclosure on the cover page and on page 32 that “we conduct substantially all
of our operations in China.”

In response to the Staff’s comment, we have
revised disclosure on the cover page and throughout the Amendment No. 2. We hereby respectfully advise the Staff that we defined “we,”
“us,” “our,” “our company,” the “Company,” or similar terms refer to EZGO Technologies
Ltd. and/or its consolidated subsidiaries, other than the VIE, Jiangsu EZGO Electronic Technologies, Co., Ltd. (formerly known as Jiangsu
Baozhe Electric Technologies, Co., Ltd.), a PRC company, unless the context otherwise indicates. In addition, we separately defined the
“VIE” refers to the variable interest entity, Jiangsu EZGO Electronic Technologies, Co., Ltd. in the Amendment No. 2 and the
prospectus contained therein.

2. We note your response to comment 7. Where
you describe how cash is transferred through your organization, please revise both the cover page and the summary to disclose the requirement
to obtain SAFE approval as is currently disclosed in the Risk Factors section.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 9 and 27 of the Amendment No. 2.

Conventions that apply to this prospectus,
page ii

3. You state that references to “China”
or “PRC” refer to the “People’s Republic of China, excluding for the purposes of this prospectus only, Taiwan,
Hong Kong and Macau.” Revise the definition of the PRC or China to include Hong Kong and Macau and revise the disclosure throughout
your amendment accordingly. If you do not revise the definition of the PRC or China, ensure that disclosure regarding Hong Kong throughout
the amendment addresses the sample letter to China-based companies available on our website.

We
respectfully advise the Staff that as advised by our PRC counsel, DeHeng Law Offices, each of the Hong Kong Special Administrative Region,
Macao Special Administrative Region and Taiwan region adopts separate legal system from other regions of China, and the PRC counsel’s
qualification for practicing law does not include the laws of Hong Kong Special Administrative Region, Macao Special Administrative Region
and Taiwan region.

Contractual Arrangements and Corporate Structure,
page 2

4. We note your response to comment 1. Please
expand the disclosure on page 2 that EZGO conducts operations in China primarily through the VIEs and its subsidiaries in China, and EZGO
does not conduct any business on its own to also explain whether the VIE structure is used to provide investors with exposure to foreign
investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 1 and 2 of the Amendment No. 2.

5. We note your response to comment 8. Please
revise the diagram of your corporate structure to identify the person or entity that owns the equity in each depicted entity. Also use
dashed lines without an arrow to show any subsidiaries of the VIE.

In response to the Staff’s comment, we have
revised disclosure on page 2 of the Amendment No. 2.

Risks Related to Doing Business in China,
page 14

6. Please revise the disclosure in this section
to include the risk disclosed in the second risk factor on page 32 and in the last two paragraphs on page 46. Also, reconcile the disclosure
on page 32 that all your senior executive officers are PRC nationals with your disclosure on page 46 that “A majority of [y]our
current directors and officers are nationals and residents of the PRC.”

In response to the Staff’s comment, we have
revised disclosure on pages 15, 32 and 46 of the Amendment No. 2.

Exhibits

7. We note the reference in Section 1.4 of
the opinion filed as Exhibit 5.1 to a certificate from a director “as annexed hereto;” however, the certificate is missing.
Please revise accordingly.

In response to the Staff’s comment, we have
revised and refiled the Opinion of Maples and Calder as Exhibit 5.1.

8. We note your response to comment 9. Please
tell us why the opinion filed as exhibit 99.2 refers on pages 5 and 6 to counsel is of the “view” that the company is not
subject to cybersecurity review by the CAC and that the provisions on private lending cases do not prohibit using cash from one PRC company
to fund another PRC company’s operations given the references to the company has “relied on the opinion of [y]our PRC counsel, DeHeng
Law Offices” in the penultimate paragraph on page 11 and on the cover page, respectively.

In response to the Staff’s comment, we have
revised and refiled the Opinion of DeHeng Law Offices regarding certain PRC law matters as Exhibit 99.1. We have also revised disclosure on the cover page and pages 8, 11 and 22 of the Amendment No. 2.

    2

We thank the Staff for its
review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Richard
I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    cc: Richard I. Anslow, Esq.

3

CORRESP
1
filename1.htm

EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of
Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

August 5, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Jeffrey Gordon

    Re:
    EZGO Technologies Ltd.

    Form 20-F for the Year Ended September 30, 2021

    Filed January 27, 2022

    Form 20-F/A for the Year Ended September 30, 2021

    Filed June 24, 2022

    CORRESP filed June 24, 2022

    File No. 001-39833

Dear Mr. Gordon:

EZGO Technologies Ltd. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated July 28, 2022, regarding Annual Report on Form 20-F for the fiscal year ended September 30,
2021 (the “Form 20-F”) originally filed with the Commission on January 27, 2022, and was amended on June 24, 2022 by
the Amendment No. 1 to the Form 20-F (the “Amendment No. 1”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Form 20-F, as amended. Disclosure changes
made in response to the Staff’s comments have been made in the Amendment No. 2 to the Annual Report on Form 20-F (the “Amendment
No. 2”), which is being filed with the Commission contemporaneously with the submission of this letter.

Form 20-F/A for the Year Ended September 30, 2021

Part I, page 1

    1.
    Please conform the disclosures in your Form 20-F, related to your operations in China, with disclosures in your amended Form F-3, taking into consideration comments 1, 3, 5, and 6 from our letter dated July 19, 2022, as applicable. Disclosures presented in the forepart/prospectus of Form F-3 should be presented at the onset of Part I or Item 3 in the Form 20-F. Please confirm your understanding of this matter that you will comply with the requisite disclosures in your Form 20-F, as applicable, in your response to us.

Response: We respectfully advise the Staff that
we are complying with the requisite disclosures in the Form 20-F, as amended, along with the responses to the Staff. In response to the
Staff’s comment, we have conformed the disclosures throughout the Amendment No. 2, related to the Company’s operations in
China, with disclosures in the amended Form F-3, and taking into consideration our responses to the Staff’s letter dated July 19,
2022, as applicable.

Item 3. Key Information

VIE Financial Information, page 6

    2.
    We have reviewed your response to prior comment 15; however, since the WFOE does not own an equity interest in the VIE and its subsidiaries, it is not clear why the statements of operations information for the WFOE include "share of loss/income from VIE and its subsidiaries" and why the balance sheet information for the WFOE include "equity in the VIE and its subsidiaries through the VIE agreements". It appears the WFOE columns should separately present the inter-company service income and related receivables they are entitled to under the VIE Agreements and the VIE columns should separately present the inter-company service expense and related payables they owe under the VIE Agreements. Please revise the schedules here and on page 83 accordingly..

Response: In response to the Staff’s comment,
we have revised disclosure on pages 9, 10, 11, 88, 89 and 90 of the Amendment No. 2.

Item 15. Controls and Procedures

(b) Management's Report on Internal Control Over Financial Reporting,
page 137

    3.
    We have reviewed your response to prior comment 16. Based on the material weaknesses you identified, we assume internal control over financial reporting is not effective. Please revise your disclosure to clearly state whether internal control over financial reporting is effective or not effective as required by Item 15(b)(3) of Form 20-F.

Response: In response to the Staff’s comment,
we have added disclosure on page 142 of the Amendment No. 2.

We thank you for your review
of the foregoing and the Form 20-F, as amended. If you have further comments, please feel free to contact to our counsel, Richard I. Anslow,
at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

cc: Richard I. Anslow, Esq.

United States securities and exchange commission logo
July 28, 2022
Jingyan Wu
Chief Financial Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Form 20-F for the Year Ended September 30, 2021
Filed January 27, 2022
Form 20-F/A for the Year Ended September 30, 2021
Filed June 24, 2022
CORRESP filed June 24, 2022
File No. 001-39833
Dear Ms. Wu:
            We have reviewed your June 24, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 14, 2022 letter.
Form 20-F/A for the Year Ended September 30, 2021
Part I, page 1
1.Please conform the disclosures in your Form 20-F, related to your operations in China,
with disclosures in your amended Form F-3, taking into consideration comments 1, 3, 5,
and 6 from our letter dated July 19, 2022, as applicable.  Disclosures presented in the

 FirstName LastNameJingyan Wu
 Comapany NameEZGO Technologies Ltd.
 July 28, 2022 Page 2
 FirstName LastName
Jingyan Wu
EZGO Technologies Ltd.
July 28, 2022
Page 2
forepart/prospectus of Form F-3 should be presented at the onset of Part I or Item 3 in the
Form 20-F.  Please confirm your understanding of this matter that you will comply with
the requisite disclosures in your Form 20-F, as applicable, in your response to us.

Item 3. Key Information
VIE Financial Information, page 6
2.We have reviewed your response to prior comment 15; however, since the WFOE does
not own an equity interest in the VIE and its subsidiaries, it is not clear why the statements
of operations information for the WFOE include "share of loss/income from VIE and its
subsidiaries" and why the balance sheet information for the WFOE include "equity in the
VIE and its subsidiaries through the VIE agreements".  It appears the WFOE columns
should separately present the inter-company service income and related receivables they
are entitled to under the VIE Agreements and the VIE columns should separately present
the inter-company service expense and related payables they owe under the VIE
Agreements.  Please revise the schedules here and on page 83 accordingly.

Item 15. Controls and Procedures
(b) Management's Report on Internal Control Over Financial Reporting, page 137
3.We have reviewed your response to prior comment 16.  Based on the material weaknesses
you identified, we assume internal control over financial reporting is not effective.   Please
revise your disclosure to clearly state whether internal control over financial reporting is
effective or not effective as required by Item 15(b)(3) of Form 20-F.
            You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 19, 2022
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment No. 1 to Registration Statement on Form F-3
Filed June 24, 2022
File No. 333-263315
Dear Mr. Ye:
            We have limited our review of your amended registration statement to those issues we
have addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 31, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed June 24, 2022
Cover Page
1.We note your response to comment 4.  Please continue to revise your disclosure to refrain
from using terms such as “we” or “our” when describing activities or functions of the
VIE. For example, we note the disclosure on the cover page and on page 32 that "we
conduct substantially all of our operations in China."
2.We note your response to comment 7. Where you describe how cash is transferred through
your organization, please revise both the cover page and the summary to disclose the

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 July 19, 2022 Page 2
 FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
July 19, 2022
Page 2
requirement to obtain SAFE approval as is currently disclosed in the Risk Factors section.
Conventions that apply to this prospectus, page ii
3.You state that references to "China" or "PRC" refer to the "People’s Republic of China,
excluding for the purposes of this prospectus only, Taiwan, Hong Kong and
Macau.  Revise the definition of the PRC or China to include Hong Kong and Macau and
revise the disclosure throughout your amendment accordingly. If you do not revise the
definition of the PRC or China, ensure that disclosure regarding Hong Kong throughout
the amendment addresses the sample letter to China-based companies available on our
website.
Contractual Arrangements and Corporate Structure, page 2
4.We note your response to comment 1.  Please expand the disclosure on page 2 that EZGO
conducts operations in China primarily through the VIEs and its subsidiaries in China, and
EZGO does not conduct any business on its own to also explain whether the VIE structure
is used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating
companies.
5.We note your response to comment 8.  Please revise the diagram of your corporate
structure to identify the person or entity that owns the equity in each depicted entity.  Also
use dashed lines without an arrow to show any subsidiaries of the VIE.
Risks Related to Doing Business in China, page 14
6.Please revise the disclosure in this section to include the risk disclosed in the second risk
factor on page 32 and in the last two paragraphs on page 46.  Also, reconcile the
disclosure on page 32 that all your senior executive officers are PRC nationals with your
disclosure on page 46 that "A majority of [y]our current directors and officers are
nationals and residents of the PRC."
Exhibits
7.We note the reference in Section 1.4 of the opinion filed as Exhibit 5.1 to a certificate
from a director "as annexed hereto;" however, the certificate is missing.  Please revise
accordingly.
8.We note your response to comment 9.  Please tell us why the opinion filed as exhibit 99.2
refers on pages 5 and 6 to counsel is of the "view" that the company is not subject to
cybersecurity review by the CAC and that the provisions on private lending cases do not
prohibit using cash from one PRC company to fund another PRC company's operations
given the references to the company has "relied on the opinion of [y]our PRC counsel,
DeHeng Law Offices" in the penultimate paragraph on page 11 and on the cover page,
respectively.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 July 19, 2022 Page 3
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
July 19, 2022
Page 3
            You may contact Thomas Jones, Staff Attorney, at 202-551-3602 or Erin Purnell, Legal
Branch Chief, at 202-551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard I. Anslow, Esq.

CORRESP
1
filename1.htm

EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of Dalian
University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

June 24, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Jeffrey Gordon

    Re:
    EZGO Technologies Ltd.

    Form 20-F for the Year Ended September 30, 2021

    Filed January 27, 2022

    File No. 001-39833

Dear Mr. Gordon:

EZGO Technologies Ltd. (the “Company,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated June 14, 2022, regarding Annual Report on Form 20-F for the fiscal year ended September 30, 2021 (the “Form 20-F”)
originally filed with the Commission on January 27, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to such terms in the Form 20-F, as amended. Disclosure changes
made in response to the Staff’s comments have been made in the Amendment No. 1 to the Annual Report on Form 20-F (the “Amendment
No. 1”), which is being filed with the Commission contemporaneously with the submission of this letter.

Form 20-F for the Year Ended September 30, 2021

Part I, page 1

 1. At the onset of Part I, please revise to disclose prominently the following:

 • whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021;

 • whether and how the Holding Foreign Companies Accountable Act, the Accelerating Holding Foreign Companies Accountable Act, and
related regulations will affect your company, including the time frame change in PCAOB inspections for two consecutive years instead of
three years;

 • whether you have been or expect to be identified by the Commission under the HFCAA; and a cross-reference to your more detailed
disclosure in your risk factors, including the heading of the risk factor.

Response: In response to the Staff’s comment,
we have added disclosure on pages 2 and 11, and revised disclosure on pages 16 and 42 of the Amendment No. 1.

 2. At the onset of Part I, please disclose prominently that you are not a Chinese operating company but a British Virgin Islands holding
company with operations conducted by your subsidiaries and through contractual arrangements with a variable interest entity (VIE) based
in China and that this structure involves unique risks to investors. If true, disclose that these contracts have not been tested in court.
Explain whether the VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese
law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold equity interests in the
Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the value of the securities you have registered
for sale, including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross-reference
to your detailed discussion of risks facing the company as a result of this structure.

Response: In response to the Staff’s comment,
we have added disclosure on pages 1 and 4, and revised disclosure on pages 28 and 29 of the Amendment No. 1.

 3. At the onset of Part I, please provide prominent disclosure about the legal and operational risks associated with being based in
or having the majority of the company’s operations in China. Your disclosure should make clear whether these risks could result
in a material change in your operations and/or the value of the securities you have registered for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response: In response to the Staff’s comment,
we have added disclosure on pages 1, 11, 12 and 15, and revised disclosure on pages 16, 31, 32 ,72 and 73 of the Amendment No. 1.

 4. At the onset of Part I, please clearly disclose how you will refer to the holding company, subsidiaries, and VIE when providing
the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing and which subsidiaries
or entities are conducting the business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in China, that
the VIE is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company does not conduct
operations. Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

Response: In response to the Staff’s comment,
we have added disclosure on page 1 of the Amendment No. 1.

Item 3. Key Information, page 2

 5. Disclose clearly that the company uses a structure that involves a VIE based in China and what that entails, and provide early
in the summary a diagram of the company’s corporate structure, identifying the person or entity that owns the equity in each depicted
entity. Describe all contracts and arrangements through which you claim to have economic rights and exercise control that results in consolidation
of the VIE’s operations and financial results into your financial statements. Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are conducted. Describe the relevant contractual
agreements between the entities and how this type of corporate structure may affect investors and the value of their investment, including
how and why the contractual arrangements may be less effective than direct ownership and that the company may incur substantial costs
to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of the British Virgin Islands
holding company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges the company may
face enforcing these contractual agreements due to legal uncertainties and jurisdictional limits.

Response: In response to the Staff’s comment,
we have added disclosure on pages 3, 4 and 5 of the Amendment No. 1.

 6. Disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines
that it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities.
Disclose whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021.

Response: In response to the Staff’s comment,
we have added disclosure on pages 2 and 11, and revised disclosure on pages 16, 42 and 43 of the Amendment No. 1.

 7. At the onset of Item 3, disclose the risks that your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the filing. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you have registered for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

Response: In response to the Staff’s comment,
we have added disclosure on pages 11, 12 and 13, and revised disclosure on pages 15, 28, 29 and 30 of the Amendment No. 1.

 8. Disclose each permission or approval that you, your subsidiaries, or the VIE are required to obtain from Chinese authorities to
operate your business and to offer the securities registered to foreign investors. State whether you, your subsidiaries, or VIE are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE’s operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your
investors if you, your subsidiaries, or the VIE: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future.

Response: In response to the Staff’s comment,
we have added disclosure on pages 13, 73 and 74 of the Amendment No. 1.

 9. At the onset of Item 3, provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company, its subsidiaries, and the consolidated VIE, and direction of transfer. Quantify any dividends
or distributions that a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their
tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure
should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIE, to the parent company and U.S.
investors as well as the ability to settle amounts owed under the VIE agreements.

Response: In response to the Staff’s comment,
we have added disclosure on pages 9 and 10, and revised disclosure on pages 86 and 87 of the Amendment No. 1.

Item 3.D. Risk Factors, page 2

 10. We note your disclosures about the Holding Foreign Companies Accountable Act on pages 29 and 30. Please enhance your disclosures
to reflect that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable
to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong. Disclose whether you have been or
expect to be identified by the Commission under the HFCAA and what impact that may have on your ability to continue to offer your securities.

Response: In response to the Staff’s comment,
we have added disclosure on pages 2 and 11, and revised disclosure on pages 16, 42 and 43 of the Amendment No. 1.

 11. We note your disclosure on page 16 that the British Virgin Islands holding company effectively controls and receives substantially
all of the economic benefits of the VIE’s business operations through contractual agreements between the VIE and your Wholly Foreign-Owned
Enterprise (WFOE). We also note your disclosure on page 69 that those agreements are designed to provide your WFOE with the power, rights,
and obligations equivalent in all material respects to those it would possess as the principal equity holder of the VIE. We further note
your disclosure that the British Virgin Islands holding company is the primary beneficiary of the VIE. However, neither the investors
in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in, or control of, through
such ownership or investment, the VIE. Accordingly, please refrain from implying that the contractual agreements are equivalent to equity
ownership in the business of the VIE throughout your filing. Any references to control or benefits that accrue to you because of the VIE
should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally,
your disclosures should clarify that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose, if true,
that the VIE agreements have not been tested in a court of law.

Response: In response to the Staff’s comment,
we have added disclosure on pages 1, 3, 4, 37 and 52, and revised disclosure on pages 27, 28 and 29 of the Amendment No. 1.

 12. We note your risk factor disclosure on page 16 that if the PRC government determines that the contractual arrangements constituting
part of the VIE structure do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future,
you could be subject to severe penalties or be forced to relinquish your interests in those operations. Please revise your risk factor
to also disclose that if you are unable to assert contractual control over the assets of your PRC subsidiaries or the VIE that conduct
all or substantially all of your operations the securities you have registered may decline in value or become worthless.

Response: In response to the Staff’s comment,
we have revised disclosure on pages 15, 28 and 29 of the Amendment No. 1.

 13. We note your risk factor disclosures on pages 28 and 38 regarding the difficulty of bringing actions and enforcing judgements against
your officers and directors due to the fact that they are located in China. Please also include a separate Enforceability section in your
annual report that discusses the difficulty of bringing actions and enforcing judgements against your officers and directors located in
China.

Response: In response to the Staff’s comment,
we have added disclosure on page 82 of the Amendment No. 1.

Item 4. Information on the Company

Recent Regulatory Developments in China, page 59

 14. In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly
for companies seeking to list on a foreign exchange, please enhance your disclosure here, and under risk factors, to further explain how
this oversight impacts your business and also disclose to what extent you believe that you are compliant with the regulations or policies
that have been issued by the CAC to date.

Response: In response to the Staff’s comment,
we have added disclosure on page 13, and revised disclosure on pages 33, 72, 73 and 74 of the Amendmen

CORRESP
1
filename1.htm

EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of
Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

June 24, 2022

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Thomas Jones

 Re: EZGO Technologies Ltd.

Registration Statement on Form F-3

Filed March 4, 2022

File No. 333-263315

Dear Mr. Jones:

EZGO Technologies Ltd. (the
“Company,” “we,” “our” or “us”) hereby transmits the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), dated March 31, 2022, regarding Registration Statement on Form F-3 filed March 4, 2022.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in the Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which is being filed with the Commission contemporaneously with the submission of this letter.

Registration Statement on Form F-3 filed March 4, 2022

Cover Page

1. Please disclose prominently on the prospectus cover page that
you are not a Chinese operating company but a British Virgin Islands Islands holding company with operations conducted by your subsidiaries
and through contractual arrangements with a variable interest entity (VIE) based in China and that this structure involves unique risks
to investors. If true, disclose that the contractual arrangements with your VIE have not been tested in court. Also, please revise
the disclosure in the seventh paragraph of the cover page to explain whether the VIE structure is used to provide investors with exposure
to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose
that investors may never hold equity interests in the Chinese operating company. Also, revise the disclosure in the seventh paragraph
to acknowledge that Chinese regulatory authorities could disallow this VIE structure, which would likely result in a material change
in your operations and/or a material change in the value of the securities you are registering for sale, including that it could cause
the value of such securities to significantly decline or become worthless. Provide a cross-reference to your detailed discussion
of risks facing the company and the offering as a result of this structure.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 1, 3, 12, 13, 14, 19, 20, 21 and 35 of the Amendment No. 1.

2. We note your disclosure in the seventh paragraph on the cover
page that you “control and receive the economic benefits of the VIE’s business operations through certain contractual arrangements.”
Please remove the language that you “control” the VIE’s business.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 1, 3, 16, 34 and 35 of the Amendment No. 1.

3. Please revise the disclosure in the eighth paragraph on the cover
page to make clear whether the legal and operational risks associated with being based in or having the majority of the company’s
operations in China could result in a material change in your operations and/or the value of the securities you are registering for sale
or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline or be worthless. Also, revise the reference in the fifth sentence to “list
on a U.S. exchange” to instead refer to list on a U.S. or other foreign exchange. Your prospectus summary should address,
but not necessarily be limited to, the risks highlighted on the prospectus cover page.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 3, 12, 13, 14, 15, 19, 20 and 21 of the Amendment No. 1.

4. Clearly disclose how you will refer to the holding company, subsidiaries,
and VIE when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing
and which subsidiaries or entities are conducting the business operations. Refrain from using terms such as “we” or “our”
when describing activities or functions of a VIE. For example, disclose, if true, that your subsidiaries and/or the VIE conduct operations
in China, that the VIE is consolidated for accounting purposes but is not an entity in which you own equity, and that the holding company
does not conduct operations.

In response to the Staff’s comment, we have
revised disclosure on the cover page of the Amendment No. 1.

5. It appears from the disclosure in the last paragraph on page
28 and from the disclosure in the first paragraph on page 30 of your Annual Report on Form 20-F for the fiscal year ended September 30,
2021 that there is more than one VIE. Please advise or revise.

We respectfully advise the Staff that we inadvertently used plural
when referenced to the Company’s variable interest entity, or the VIE, Jiangsu EZGO Electronic Technologies, Co., Ltd. on page 30
of the Company’s Annual Report on Form 20-F for the fiscal year ended September 30, 2021. In response to the Staff’s comment,
we have revised disclosure on pages 1 and 33 of the Amendment No. 1.

6. Provide a description of how cash is transferred through your
organization. In addition, expand disclosure in the last two sentences in the tenth paragraph on the cover page to disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. Also, state whether any transfers, dividends, or distributions
have been made to date between the holding company, its subsidiaries, and consolidated VIE, or to investors, and quantify the amounts
where applicable. In this regard, we note the disclosure that “To date, there have not been any such dividends or other distributions
from our PRC subsidiaries to our subsidiaries located outside of China ... as of the date of this prospectus, none of our PRC subsidiaries
have ever issued any dividends or distributions to EZGO or its shareholders outside of China ... as of the date of this prospectus, neither
EZGO nor any of its subsidiaries have ever paid dividends or made distributions to U.S. investors.” Provide cross-references to the
condensed consolidating schedule and the consolidated financial statements.

In response to the Staff’s comment, we have
revised disclosure on the cover page of the Amendment No. 1.

    2

7. Please state where you maintain bank accounts and balances. Please
clarify the amount of your cash that is in RMB and Hong Kong dollars. Please disclose whether cash generated from one subsidiary is used
to fund another subsidiary’s operations, whether your subsidiaries have ever faced difficulties or limitations on their ability to transfer
cash between subsidiaries, and whether your subsidiaries have cash management policies that dictate the amount of such funding. Also,
disclose whether your subsidiaries have cash management policies/procedures that dictate how funds are transferred. Your disclosure should
address the possibility that the PRC could prevent the cash maintained in the PRC or Hong Kong from leaving, or that the PRC could restrict
deployment of the cash into the business or for the payment of dividends. Add similar disclosure to risk factors and to the summary of
risk factors.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 8, 9 and 27 of the Amendment No. 1.

Prospectus Summary, page 1

8. Please revise the diagram of the corporate structure on page
2 to use a dashed line without an arrow to depict the relationship with a VIE. Also, revise the disclosure on page 3 to explain how and
why the contractual arrangements may be less effective than direct ownership.

In response to the Staff’s comment, we have
revised disclosure on pages 2 and 3 of the Amendment No. 1.

9. We note the disclosure on page 5 about the opinion of DeHeng
Law Offices and the references on page 40 to you have been advised by DeHeng Law Offices. Please file the opinion and counsel’s consent
as exhibits to the registration statement.

We respectfully advise the Staff that a copy of the Opinion of DeHeng
Law Offices regarding certain PRC law matters and consent of DeHeng Law Offices are being filed as exhibits to the Amendment No. 1.

10. Please include in the prospectus summary a new subsection that
summarizes your risk factors. In the summary of risk factors, please disclose the risks that your corporate structure and being based
in or having the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene
or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge
any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.

In response to the Staff’s comment, we have
revised disclosure on pages 14, 15 and 16 of the Amendment No. 1.

    3

11. We note that the consolidated VIE constitutes a material part
of your consolidated financial statements. Please provide in tabular form a condensed consolidating schedule that disaggregates the operations
and depicts the financial position, cash flows, and results of operations as of the same dates and for the same periods for which audited
consolidated financial statements are required. The schedule should present major line items, such as revenue and cost of goods/services,
and subtotals and disaggregated intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary.
The schedule should also disaggregate the parent company, the VIE and its consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIE, and an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate
the nature of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.

In response to the Staff’s comment, we have
revised disclosure on pages 5, 6, 7, and 8 of the Amendment No. 1.

12. We note your disclosure in the “Transfer of Cash through
our Organization” on page 8. Provide a clear description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company, its subsidiaries, and the consolidated VIE, and direction of transfer. Quantify any dividends
or distributions that a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their
tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure
should make clear if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIE, to the parent company and U.S.
investors as well as the ability to settle amounts owed under the VIE agreements.

In response to the Staff’s comment, we have revised disclosure
on pages 8 and 9 of the Amendment No. 1.

13. We note your disclosure on page 12 that “no relevant laws
or regulations in the PRC explicitly require us to seek approval ... authorities.” Please revise your prospectus summary in accordance
with comment number 8 of the Staff’s “Sample Letter to China Based Companies” published on December 20, 2021. Please revise
to disclose each permission or approval that you, your subsidiaries, or the VIE are required to obtain from Chinese authorities to operate
your business and to offer the securities being registered to foreign investors. State whether you, your subsidiaries, or VIE are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE’s operations, and state affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied. Please also describe the consequences to you and your
investors if you, your subsidiaries, or the VIE: (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and you are required
to obtain such permissions or approvals in the future.

In response to the Staff’s comment, we have revised disclosure
on the cover page and pages 12, 13 and 23 of the Amendment No. 1.

    4

14. We note the disclosure on page 12 that “we are relying
on an opinion of our PRC counsel.” Please revise the disclosure to identify counsel and file an exhibit.

In response to the Staff’s comment, we have
revised disclosure on the cover page and pages 5, 8, 12, 20, 21, 22, 31 and 35 of the Amendment No. 1. We have relied on the opinion of
our PRC legal counsel, DeHeng Law Offices. A copy of the Opinion of DeHeng Law Offices regarding certain PRC law matters and consent of
DeHeng Law Offices are being filed as exhibits to the Amendment No. 1.

15. Disclose that trading in your securities may be prohibited under
the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely your auditor, and
that as a result an exchange may determine to delist your securities. Disclose whether your auditor is subject to the determinations announced
by the PCAOB on December 16, 2021.

In response to the Staff’s comment, we have revised disclosure
on the cover page and pages 13 and 33 of the Amendment No. 1.

16. We note the the references to “cause our Ordinary Shares
to significantly decline” and “continue to offer our Ordinary Shares” on page 12. Please revise your disclosure and make
conforming changes throughout the prospectus to clarify that the references apply to the value of the securities you are registering for
sale, as we note that you are registering not only ordinary shares but also preferred shares, debt securities, warrants, rights and units.
Please make conforming changes in each appropriate instance th

United States securities and exchange commission logo
June 14, 2022
Jingyan Wu
Chief Financial Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Form 20-F for the Year Ended September 30, 2021
Filed January 27, 2022
File No. 001-39833
Dear Ms. Wu:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended September 30, 2021
Part I, page 1
1.At the onset of Part I, please revise to disclose prominently the following:
•whether your auditor is subject to the determinations announced by the PCAOB on
December 16, 2021;
•whether and how the Holding Foreign Companies Accountable Act, the Accelerating
Holding Foreign Companies Accountable Act, and related regulations will affect your
company, including the time frame change in PCAOB inspections for two
consecutive years instead of three years;
•whether you have been or expect to be identified by the Commission under the
HFCAA; and

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 FirstName LastNameJingyan Wu
EZGO Technologies Ltd.
June 14, 2022
Page 2
•a cross-reference to your more detailed disclosure in your risk factors, including the
heading of the risk factor.
2.At the onset of Part I, please disclose prominently that you are not a Chinese operating
company but a British Virgin Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors.  If true, disclose
that these contracts have not been tested in court.  Explain whether the VIE structure is
used to provide investors with exposure to foreign investment in China-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never hold equity interests in the Chinese operating company.
 Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or a
material change in the value of the securities you have registered for sale, including that it
could cause the value of such securities to significantly decline or become worthless.
 Provide a cross-reference to your detailed discussion of risks facing the company as a
result of this structure.
3.At the onset of Part I, please provide prominent disclosure about the legal and operational
risks associated with being based in or having the majority of the company’s operations in
China.  Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of the securities you have registered for sale or
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.  Your disclosure should address how recent statements and regulatory actions
by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, have or may impact the company’s ability to
conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange.
4.At the onset of Part I, please clearly disclose how you will refer to the holding company,
subsidiaries, and VIE when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.  Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE.  For example, disclose, if true, that
your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated
for accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations.  Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.

Item 3. Key Information, page 2
5.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails, and provide early in the summary a diagram of the company’s corporate

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 June 14, 2022 Page 3
 FirstName LastNameJingyan Wu
EZGO Technologies Ltd.
June 14, 2022
Page 3
structure, identifying the person or entity that owns the equity in each depicted entity.
Describe all contracts and arrangements through which you claim to have economic rights
and exercise control that results in consolidation of the VIE’s operations and financial
results into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.  Disclose the uncertainties regarding the status of the rights of the British
Virgin Islands holding company with respect to its contractual arrangements with the VIE,
its founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.

6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.  Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
7.At the onset of Item 3, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors.  In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in the filing.  For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities you
have registered for sale.  Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
8.Disclose each permission or approval that you, your subsidiaries, or the VIE are required
to obtain from Chinese authorities to operate your business and to offer the securities
registered to foreign investors.  State whether you, your subsidiaries, or VIE are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals

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 Comapany NameEZGO Technologies Ltd.
 June 14, 2022 Page 4
 FirstName LastNameJingyan Wu
EZGO Technologies Ltd.
June 14, 2022
Page 4
have been denied.  Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIE: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
9.At the onset of Item 3, provide a clear description of how cash is transferred through your
organization.  Disclose your intentions to distribute earnings or settle amounts owed under
the VIE agreements.  Quantify any cash flows and transfers of other assets by type that
have occurred between the holding company, its subsidiaries, and the consolidated VIE,
and direction of transfer.  Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences.  Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences.  Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.  Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors.  Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the consolidated VIE, to
the parent company and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
Item 3.D. Risk Factors, page 2
10.We note your disclosures about the Holding Foreign Companies Accountable Act on
pages 29 and 30.  Please enhance your disclosures to reflect that, pursuant to the HFCAA,
the PCAOB has issued its report notifying the Commission of its determination that it is
unable to inspect or investigate completely accounting firms headquartered in mainland
China or Hong Kong.  Disclose whether you have been or expect to be identified by the
Commission under the HFCAA and what impact that may have on your ability to continue
to offer your securities.
11.We note your disclosure on page 16 that the British Virgin Islands holding company
effectively controls and receives substantially all of the economic benefits of the VIE’s
business operations through contractual agreements between the VIE and your Wholly
Foreign-Owned Enterprise (WFOE).  We also note your disclosure on page 69 that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE.  We further note your disclosure that the British Virgin Islands holding
company is the primary beneficiary of the VIE.  However, neither the investors in the
holding company nor the holding company itself have an equity ownership in, direct
foreign investment in, or control of, through such ownership or investment, the VIE.
 Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE throughout your filing.  Any references to
control or benefits that accrue to you because of the VIE should be limited to a clear

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EZGO Technologies Ltd.
June 14, 2022
Page 5
description of the conditions you have satisfied for consolidation of the VIE under U.S.
GAAP.  Additionally, your disclosures should clarify that you are the primary beneficiary
of the VIE for accounting purposes.  Please also disclose, if true, that the VIE agreements
have not been tested in a court of law.

12.We note your risk factor disclosure on page 16 that if the PRC government determines
that the contractual arrangements constituting part of the VIE structure do not comply
with PRC regulations, or if these regulations change or are interpreted differently in the
future, you could be subject to severe penalties or be forced to relinquish your interests in
those operations.  Please revise your risk factor to also disclose that if you are unable to
assert contractual control over the assets of your PRC subsidiaries or the VIE that conduct
all or substantially all of your operations the securities you have registered may decline in
value or become worthless.
13.We note your risk factor disclosures on pages 28 and 38 regarding the difficulty of
bringing actions and enforcing judgements against your officers and directors due to the
fact that they are located in China.  Please also include a separate Enforceability section in
your annual report that discusses the difficulty of bringing actions and enforcing
judgements against your officers and directors located in China.

Item 4. Information on the Company
Recent Regulatory Developments in China, page 59
14.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please enhance your disclosure here, and under risk factors, to further explain
how this oversight impacts your business and also disclose to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC to
date.

VIE Financial Information, page 71
15.We note the consolidated VIE and its subsidiaries constitute a material part of your
consolidated financial statements and we note you present tabular condensed
consolidating schedules that provide disaggregated operations and depict financial
position, cash flows, and results of operations as of the same dates and for the same
periods that audited consolidated financial statements are required.  Please revise your
schedules to address the following:
•disaggregate and present a separate column for the WFOE that is the primary
beneficiary of the VIE from other Non-VIE Subsidiaries;
•revise the WFOE columns under the statements of operations information to
separately present the inter-company service fees which it is entitled to under the VIE

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 FirstName LastName
Jingyan Wu
EZGO Technologies Ltd.
June 14, 2022
Page 6
Agreements and the related receivables since the WFOE does not own an equity
interest in the VIE and is not entitled to share its income (loss) and revise the VIE
columns under the statements of operations information to separately present the
inter-company service expense which it is required to pay under the VIE Agreements
and the related payables; and
•provide a cross-reference to these schedules at the onset of Item 3.
Item 15. Controls and Procedures
(c) Management's Report on Internal Control Over Financial Reporting, page 125
16.We note your disclosure that this annual report on Form 20-F does not include a report of
management's assessment regarding internal control over financial reporting as of
September 30, 2021 due to a transition period established by rules of the SEC for newly
public companies.  Based on the fact that you filed an annual report on Form 2

United States securities and exchange commission logo
March 31, 2022
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building #A, Floor 2
Changzhou Institute of Dalian University of Technology
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Registration Statement on Form F-3
Filed March 4, 2022
File No. 333-263315
Dear Mr. Ye:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3 filed March 4, 2022
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a British Virgin Islands Islands holding company with operations
conducted by your subsidiaries and through contractual arrangements with a variable
interest entity (VIE) based in China and that this structure involves unique risks to
investors.  If true, disclose that the contractual arrangements with your VIE have not been
tested in court. Also, please revise the disclosure in the seventh paragraph of the cover
page to explain whether the VIE structure is used to provide investors with exposure to
foreign investment in China-based companies where Chinese law prohibits direct foreign

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 March 31, 2022 Page 2
 FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
March 31, 2022
Page 2
investment in the operating companies, and disclose that investors may never hold equity
interests in the Chinese operating company. Also, revise the disclosure in the seventh
paragraph to acknowledge that Chinese regulatory authorities could disallow this VIE
structure, which would likely result in a material change in your operations and/or a
material change in the value of the securities you are registering for sale, including that it
could cause the value of such securities to significantly decline or become worthless.
Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
2.We note your disclosure in the seventh paragraph on the cover page that you "control and
receive the economic benefits of the VIE’s business operations through certain contractual
arrangements." Please remove the language that you "control" the VIE's business.
3.Please revise the disclosure in the eighth paragraph on the cover page to make clear
whether the legal and operational risks associated with being based in or having the
majority of the company’s operations in China could result in a material change in your
operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Also, revise the reference in the fifth sentence to "list on a U.S. exchange" to instead refer
to list on a U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
4.Clearly disclose how you will refer to the holding company, subsidiaries, and VIE when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations.
5.It appears from the disclosure in the last paragraph on page 28 and from the disclosure in
the first paragraph on page 30 of your Annual Report on Form 20-F for the fiscal year
ended September 30, 2021 that there is more than one VIE.  Please advise or revise.
6.Provide a description of how cash is transferred through your organization. In addition,
expand disclosure in the last two sentences in the tenth paragraph on the cover page to
disclose your intentions to distribute earnings or settle amounts owed under the VIE
agreements.  Also, state whether any transfers, dividends, or distributions have been made
to date between the holding company, its subsidiaries, and consolidated VIE, or to
investors, and quantify the amounts where applicable.  In this regard, we note the
disclosure that "To date, there have not been any such dividends or other distributions
from our PRC subsidiaries to our subsidiaries located outside of China ... as of the date of
this prospectus, none of our PRC subsidiaries have ever issued any dividends or

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 March 31, 2022 Page 3
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March 31, 2022
Page 3
distributions to EZGO or its shareholders outside of China ... as of the date of this
prospectus, neither EZGO nor any of its subsidiaries have ever paid dividends or made
distributions to U.S. investors."  Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
7.Please state where you maintain bank accounts and balances. Please clarify the amount of
your cash that is in RMB and Hong Kong dollars. Please disclose whether cash generated
from one subsidiary is used to fund another subsidiary's operations, whether your
subsidiaries have ever faced difficulties or limitations on their ability to transfer cash
between subsidiaries, and whether your subsidiaries have cash management policies that
dictate the amount of such funding.  Also, disclose whether your subsidiaries have cash
management policies/procedures that dictate how funds are transferred.  Your disclosure
should address the possibility that the PRC could prevent the cash maintained in the PRC
or Hong Kong from leaving, or that the PRC could restrict deployment of the cash into
the business or for the payment of dividends. Add similar disclosure to risk factors and to
the summary of risk factors.
Prospectus Summary, page 1
8.Please revise the diagram of the corporate structure on page 2 to use a dashed line without
an arrow to depict the relationship with a VIE.  Also, revise the disclosure on page 3 to
explain how and why the contractual arrangements may be less effective than direct
ownership.
9.We note the disclosure on page 5 about the opinion of DeHeng Law Offices and
the references on page 40 to you have been advised by DeHeng Law Offices.  Please file
the opinion and counsel's consent as exhibits to the registration statement.
10.Please include in the prospectus summary a new subsection that summarizes your risk
factors. In the summary of risk factors, please disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of the securities you are registering for sale.  Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 March 31, 2022 Page 4
 FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
March 31, 2022
Page 4
11.We note that the consolidated VIE constitutes a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIE and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIE, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
12.We note your disclosure in the "Transfer of Cash through our Organization" on page 8.
Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIE, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIE, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
13.We note your disclosure on page 12 that "no relevant laws or regulations in the PRC
explicitly require us to seek approval ... authorities."  Please revise your prospectus
summary in accordance with comment number 8 of the Staff's "Sample Letter to China
Based Companies" published on December 20, 2021. Please revise to disclose each
permission or approval that you, your subsidiaries, or the VIE are required to obtain from
Chinese authorities to operate your business and to offer the securities being registered to
foreign investors. State whether you, your subsidiaries, or VIE are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve the VIE’s operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you, your

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 March 31, 2022 Page 5
 FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
March 31, 2022
Page 5
subsidiaries, or the VIE: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
14.We note the disclosure on page 12 that "we are relying on an opinion of our PRC
counsel."  Please revise the disclosure to identify counsel and file an exhibit.
15.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
16.We note the the references to "cause our Ordinary Shares to significantly decline" and
"continue to offer our Ordinary Shares" on page 12.  Please revise your disclosure and
make conforming changes throughout the prospectus to clarify that the references apply to
the value of the securities you are registering for sale, as we note that you are registering
not only ordinary shares but also preferred shares, debt securities, warrants, rights and
units. Please make conforming changes in each appropriate instance throughout the
prospectus.
Risk Factors, page 14
17.Notwithstanding your reference on the cover page to a description of your corporate
structure and VIE contractual arrangements in Item 3.D of your Form 20-F for the fiscal
year ended September 30, 2021, please revise your risk factor disclosure in the prospectus
to address our comments. Revise your risk factors to acknowledge that if the PRC
government determines that the contractual arrangements constituting part of the VIE
structure do not comply with PRC regulations, or if these regulations change or are
interpreted differently in the future, the securities you are registering may decline in value
or become worthless if the determinations, changes, or interpretations result in your
inability to assert contractual control over the assets of your PRC subsidiaries or the
VIE that conducts all or substantially all of your operations.
18.Notwithstanding the risk factors in your Form 20-F for the fiscal year ended September
30, 2021, please revise your risk factor disclosure in the prospectus to address our
comments. Given the Chinese government’s significant oversight and discretion over the
conduct of your business, please revise your prospectus to highlight separately the risk
that the Chinese government may intervene or influence your operations at any time,
which could result in a material change in your operations and/or the value of the
securities you are registering.  Also, given recent statements by the Chinese government
indicating an intent to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers, acknowledge the risk that any
such action could significantly limit or completely hinder your ability to offer or continue

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 March 31, 2022 Page 6
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
March 31, 2022
Page 6
to offer securities to investors and cause the value o

CORRESP
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EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute of Dalian
University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

May 26, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Eiko Yaoita Pyles

    Re:
    EZGO Technologies Ltd.

    Registration Statement on Form F-1

    Filed May 20, 2021, as amended

    File No. 333-256311

Dear Ms. Pyles:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, EZGO Technologies Ltd. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that
it will become effective at 4:00 p.m. ET on May 26, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Jianhui Ye

    Jianhui Ye

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Sheppard, Mullin, Richter & Hampton LLP

CORRESP
1
filename1.htm

FT Global Capital, Inc.

1688 Meridian Avenue, Suite 700

Miami Beach, FL 33139

VIA EDGAR

May 26, 2021

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    EZGO Technologies, Ltd. (the “Company”)

    Registration Statement on Form F-1

    Filed on May 20, 2021

    CIK No. 0001806904

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as placement agent
of the Company’s proposed public offering, hereby join the Company’s request that the effective date of the above-referenced
Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern
Time, on May 26, 2021, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General
Rules and Regulations of the Securities and Exchange Commission under the Securities Act, please be advised that there will be distributed
to each placement agent or dealer, who is reasonably anticipated to participate in the distribution of the securities in this offering,
as many copies of the Preliminary Prospectus, dated May 24, 2021, as appears to be reasonable to secure adequate distribution of the Preliminary
Prospectus.

The undersigned advises that it
has complied and will continue to comply, and that they have been informed by the participating dealers that they have complied with and
will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally
Left Blank]

    -1-

    Very truly yours,

    FT Global Capital, Inc.

    By:
    /s/ Patrick Ko

    Authorized Representative

    -2-

United States securities and exchange commission logo
April 14, 2021
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 2,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Draft Registration Statement on Form F-1
Submitted April 8, 2021
CIK 0001806904
Dear Mr. Ye:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Eiko Yaoita Pyles at 202-551-3587 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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filename1.htm

EZGO
Technologies Ltd.

Building
#A, Floor 2, Changzhou Institute of Dalian University of Technology,

Science
and Education Town,

Wujin
District, Changzhou City

Jiangsu,
China 213164

VIA
EDGAR

December
29, 2020

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 20549

Attn:
Jeff Gordon

    Re:
    EZGO
    Technologies Ltd.

    Registration
    Statement on Form F-1

    Filed
    October 28, 2020, as amended

    File
    No. 333-249687

Dear
Mr. Gordon:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, EZGO Technologies Ltd. hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 9:00 a.m. ET on December 31, 2020, or as soon
as thereafter practicable.

    Very
    truly yours,

    /s/ Jianhui
    Ye

    Jianhui
    Ye

    Chief
    Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

    Loeb
    & Loeb LLP

CORRESP
1
filename1.htm

ViewTrade Securities, Inc.

7280 W. Palmetto Park Road, Suite 310

Boca Raton, Florida 33433

December 29, 2020

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    EZGO Technologies Ltd.

Request for Acceleration of Registration Statement on Form F-1, as amended

File No. 333-249687

Ladies and Gentlemen:

In connection with
the above-referenced Registration Statement, and pursuant to Rule 461 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), we, the representative of
the several underwriters (the “Representative”), hereby join in the request of EZGO Technologies Ltd. that the effective
time of the above-referenced Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern
time, on December 31, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that during the period from December 21, 2020 to the date of this letter, the preliminary
prospectus, dated December 21, 2020, in connection with the Registration Statement was distributed approximately as follows:

    Copies to underwriters:
      [0]

    Copies to prospective dealers:
      [0]

    Copies to prospective institutional investors:
      [0]

    Copies to prospective retail investors and others:
      [0]

    Total:
      [0]

The Representative
confirms on behalf of itself and the several underwriters that they have complied and will continue to comply with the requirements
of Rule 15c2-8 promulgated under of the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

VIEWTRADE SECURITIES, INC.,

As Representative of the several Underwriters

    By:
    /s/ Douglas Aguililla

    Name:
    Douglas Aguililla

    Title:
    Director

CORRESP
1
filename1.htm

EZGO Technologies Ltd.

Building #A, Floor 2, Changzhou Institute
of Dalian University of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

December 21, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Jeff Gordon

 Re: EZGO
                                         Technologies Ltd.

    Amendment
                                         Nos. 1 and 2 to Registration Statement on Form F-1

    Filed
                                         December 15 and 16, 2020

    File
                                         No. 333-249687

Dear Mr. Gordon:

EZGO Technologies Ltd.
(the “Company,” “we,” “our” or “us”) hereby transmits
its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated December 18, 2020, regarding the Amendment Nos. 1 and 2 to Registration
Statement on Form F-1 submitted to the Commission on December 15 and 16, 2020, respectively.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the amendment No. 3 to registration
statement on Form F-1 (the “Registration Statement”), which is being filed to the Commission contemporaneously
with the submission of this letter.

Form F-1/A Filed December 15, 2020

General

 1. We note your Form F-1/A
                                         includes audited financial statements that are older than 12 months. Please be advised
                                         Item 8.A.4
                                         of Form 20-F and the corresponding instructions indicate, in the case of an initial public
                                         offering, audited financial statements should generally not be older than 12 months at
                                         the time of filing; however, audited financial statements not older than 15 months may
                                         be permitted if a company is able to represent the following:

 ● The
                                         company is not required to comply with the 12 month requirement for the age of financial
                                         statements in any other jurisdiction outside the United States; and

 ● Complying
                                         with the 12 month requirement is impracticable or involves undue hardship.

If you meet both criteria above,
please provide a representation from management that you meet these criteria and file that representation as an exhibit to your
registration statement. If you do not meet both criteria or if your registration statement is not declared effective before 12/31/20,
please provide updated audited financial statements and related disclosures.

Response: In response to the Staff’s
comment, we have provided a representation under Item 8.A.4 of Form 20-F (the “Representation”) from management
that we meet the above-referenced criteria and filed the Representation as Exhibit 99.5 to the Registration Statement.

We thank the Staff
for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our
counsel, Richard I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    cc: Richard I. Anslow, Esq.

United States securities and exchange commission logo
December 18, 2020
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 5,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment Nos. 1 and 2 to Registration Statement on Form F-1
Filed December 15 and 16, 2020
File No. 333-249687
Dear Mr. Ye:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1/A Filed December 15, 2020
General
1.We note your Form F-1/A includes audited financial statements that are older than 12
months.  Please be advised Item 8.A.4 of Form 20-F and the corresponding instructions
indicate, in the case of an initial public offering, audited financial statements should
generally not be older than 12 months at the time of filing; however, audited financial
statements not older than 15 months may be permitted if a company is able to represent
the following:
•The company is not required to comply with the 12 month requirement for the age of

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 December 18, 2020 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
December 18, 2020
Page 2
financial statements in any other jurisdiction outside the United States; and
•Complying with the 12 month requirement is impracticable or involves undue
hardship.
If you meet both criteria above, please provide a representation from management that
you meet these criteria and file that representation as an exhibit to your registration
statement.  If you do not meet both criteria or if your registration statement is not declared
effective before 12/31/20, please provide updated audited financial statements and related
disclosures.

            You may contact Jeff Gordon at (202) 551-3866 or Anne McConnell, Senior Accountant,
at (202) 551-3709 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch
Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.

CORRESP
1
filename1.htm

EZGO Technologies Ltd.

Building A, Floor 5,

Changzhou Institute of Dalian University
of Technology

Science and Education Town

Wujin District, Changzhou City

Jiangsu, China 213164

VIA EDGAR

October 27, 2020

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Geoff Kruczek

    Re:
    EZGO Technologies Ltd.

    Amendment No. 4 to Draft Registration Statement on Form F-1

    Submitted October 8, 2020

    CIK No. 0001806904

Dear Mr. Kruczek:

EZGO Technologies Ltd.
(the “Corporation,” “we,” “our” or “us”) hereby transmits the Company’s response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), on October 13, 2020, regarding the Amendment No. 4 to Draft Registration Statement on Form F-1
submitted to the Commission on October 8, 2020.

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Registration Statement on Form
F-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission
of this letter.

Confidential Draft Registration Statement
on Form F-1 submitted October 8, 2020 Compensation of Directors and Executive Officers, page 88

 1. Please update the disclosure in this section to include
your last-completed financial year.

In response to the Staff’s
comment, we revised the disclosure on page 88 of the draft registration statement.

Financial Statements, page F-1

 2. We have reviewed your response to prior comment one.
Please revise your disclosures on pages F-34 and F-56 to also disclose whether the date through which subsequent events have been
evaluated is the date the financial statements were issued or the date the financial statements were available to be issued as
required by ASC 855-10-50-1 and as previously disclosed.

In response to the Staff’s
comment, we revised the disclosure in Note 17 on page F-34 and Note 13 on page F-56.

We thank the Staff
for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact to our
counsel, Richard I. Anslow, at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/ Jianhui Ye

    Jianhui Ye, Chief Executive Officer

    EZGO Technologies Ltd.

    cc:
    Richard I. Anslow, Esq.

United States securities and exchange commission logo
October 13, 2020
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 5,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted October 8, 2020
CIK No. 0001806904
Dear Mr. Ye:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft Registration Statement on Form F-1 submitted October 8, 2020
Compensation of Directors and Executive Officers, page 88
1.Please update the disclosure in this section to include your last-completed financial year.
Financial Statements, page F-1
2.We have reviewed your response to prior comment one.  Please revise your disclosures on
pages F-34 and F-56 to also disclose whether the date through which subsequent events

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 October 13, 2020 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
October 13, 2020
Page 2
have been evaluated is the date the financial statements were issued or the date the
financial statements were available to be issued as required by ASC 855-10-50-1 and as
previously disclosed.
            You may contact Jeff Gordon at (202) 551-3866 or Anne McConnell, Senior Accountant,
at (202) 551-3709 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch
Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.

United States securities and exchange commission logo
September 29, 2020
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 5,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 24, 2020
CIK No. 0001806904
Dear Mr. Ye:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted September 24, 2020
Financial Statements, page F-1
1.Based on the share reorganization that occurred during September 2020 and has been
reflected in your annual and interim financial statements, it appears to us that you should
update the dates through which subsequent events were evaluated currently disclosed in
Note 17 on page F-34 and Note 13 on page F-56.
            You may contact Jeff Gordon at (202) 551-3866 or Anne McConnell, Senior Accountant,

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 September 29, 2020 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
September 29, 2020
Page 2
at (202) 551-3709 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch
Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.

United States securities and exchange commission logo
September 1, 2020
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 5,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 20, 2020
CIK No. 0001806904
Dear Mr. Ye:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted August 20, 2020
General
1.We note what appear to be improper references to the six month interim periods ended
June 30, rather than March 31, on pages 6,8 and 41.  Please clarify or correct these
references and any other improper interim period references throughout the filing.
            You may contact Jeff Gordon at (202) 551-3866 or Anne McConnell, Senior Accountant,
at (202) 551-3709 if you have questions regarding comments on the financial statements and

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 September 1, 2020 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
September 1, 2020
Page 2
related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch
Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.

United States securities and exchange commission logo
July 7, 2020
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 5,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 25, 2020
CIK No. 0001806904
Dear Mr. Ye:
            We have reviewed your amended draft offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.  After reviewing any amendment
to your draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted June 25, 2020
As a company incorporated in the BVI . . .,, page 25
1.We note your response to prior comment four; however, the disclosures to which you refer
relate to matters under the federal securities laws, not corporate governance exemptions
for the exchange on which you intend to list.  Please revise to disclose the exemptions you
will be permitted to follow, even if you do not currently intend to utilize them.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 42

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 July 7, 2020 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
July 7, 2020
Page 2
2.We have reviewed your response to prior comment ten.  As previously requested and as
provided in your response, please enhance your disclosure to quantify any amounts
included in inventory, advances to suppliers, and property and equipment related to
electric bikes that do not meet new national safety standards for electric bikes in the PRC
that are recorded in your most recent balance sheet.  Please also disclose and discuss how
you assessed these assets for impairment.
Net Revenues, page 43
3.We have reviewed your response to prior comment nine.  In regard to the revenue you
recognized related to battery cell trading, please revise your disclosures to explain how the
amount of your fee was determined (i.e. was it based on the quantity of battery cells sold,
the dollar value of battery cells sold or some other measure) and identify the party who
paid you the fee (i.e. the seller or buyer).  Please also provide investors with a better
understanding of your future expectations regarding your trading business, including
whether the revenue you recognized in FY 2019 related to one or multiple transactions
and how you identify potential sellers and buyers.
Financial Statements for the Years Ended September 30, 2019 and 2018, page F-1
4.Please provide interim financial statements and related disclosures to the extent required
by Item 4 of Form F-1 and Item 8 of Form 20-F.
Note 17. Subsequent Events, page F-34
5.We have reviewed your response to prior comment 31.  As previously requested, please
enhance your disclosure to disclose the actual date through which subsequent events have
been evaluated.  Refer to ASC 855-10-50-1.
            You may contact Jeff Gordon at (202) 551-3866 or Anne McConnell, Senior
Accountant, at (202) 551-3709 if you have questions regarding comments on the financial
statements and related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram,
Legal Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.

United States securities and exchange commission logo
May 13, 2020
Jianhui Ye
Chief Executive Officer
EZGO Technologies Ltd.
Building A, Floor 5,
Changzhou Institute of Dalian University of Technology
Science and Education Town
Wujin District, Changzhou City
Jiangsu, China 213164
Re:EZGO Technologies Ltd.
Draft Registration Statement on Form F-1
Submitted April 17, 2020
CIK No. 0001806904
Dear Mr. Ye:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted April 17, 2020
Our business, , page 1
1.Briefly explain what you mean by "trade" lithium cells.  Also revise to clarify how you
may legally sell or rent e-bicycles that do not comply with the national standards cited in
the last sentence of the first paragraph, particularly given the prohibition discussed in the
last paragraph on page 52.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 May 13, 2020 Page 2
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
May 13, 2020
Page 2
2.Please clarify the significance to your overall business of each of your current business
activities referenced in the first paragraph.  For example, highlight for investors the
portion of your revenue derived from the activities described in (i)-(iv).
Risk Factors
We have identified material weaknesses ..., page 10
3.You indicate that pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, you will be
required, beginning with your fiscal year ending September 30, 2020, to include in your
annual report your assessment of the effectiveness of your internal control over financial
reporting.  We note that Item 308 of Regulation S-K states that a company does not need
to file management’s report on internal control over financial reporting until it either had
been required to file an annual report for the prior fiscal year or had filed an annual report
with the Commission for the prior fiscal year.  As such, it appears you should revise your
disclosure to indicate that management’s report on internal control over financial reporting
will be required beginning with your annual report for the fiscal year ended September 30,
2021.
As a company incorporated in the BVI . . ., , page 25
4.Please revise to clarify the corporate governance practices in the BVI that you will be
permitted to follow and explain how they differ from Nasdaq listing standards.
Use of Proceeds, page 32
5.Please revise to clarify how the disclosure here and on page 34 account for the varying
levels of underwriter discounts disclosed on page 102 and how the allocation will be made
in the event that more investors wish to purchase shares than are registered for sale in this
registration statement.  Please also revise the second bullet here to clarify what you mean
by "expanding" your business and "upgrading" your facility and equipment.
Selected Consolidated Financial Data, page 40
6.Please present basic and diluted net income from continuing operations per common share
and basic and diluted net income per common share for each period presented.  See Item
3.A.2 of Form 20-F.

COVID-19, page 41
7.Please revise to discuss the effects, if any, that COVID-19 has had on your business to
date.  Include in your revisions what management expects its future impact will be, how
management is responding to evolving events, and how it is planning for COVID-19-
related uncertainties going forward.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 May 13, 2020 Page 3
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
May 13, 2020
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 42
8.Please enhance your disclosures to also discuss the business reasons for the changes
between periods in the significant line items of each of your segments: Battery cells and
packs, Rental, and E-bicycle sales.  At a minimum, you should discuss changes in
revenue, material expenses and income for each segment.  In doing so, please disclose the
amount of each significant change and the business reasons for the change.  In
circumstances where there is more than one reason for a change, please quantify the
incremental impact of each individual reason discussed on the overall change in the line
item to the extent practicable.  See Item 5.A of Form 20-F.
9.In regard to revenue you recognize related to battery cell trading, please revise your
disclosures to more fully explain the service/activity you perform.  Please specifically
explain the nature of the parties involved in these transactions as well as your involvement
facilitating these transactions.  In addition, based on the nature of these transactions,
please more fully explain how and why you determined recording the related revenue on a
net basis is appropriate.
10.We note your disclosure and discussion of new national safety standards for electric bikes
in the PRC.  Please quantify any amounts included in inventory, advances to suppliers,
and property and equipment related to electric bikes that do not meet these new standards
that are recorded in your most recent balance sheet.  If material, please disclose and
discuss how you assessed those assets for impairment.
Results of Operations, page 42
11.Please clarify how battery cell trading enables you to realize a gross margin of almost
100%, as disclosed on page F-30.
Liquidity and Capital Resources, page 44
12.Please revise your disclosures on page 45 to provide a more robust discussion of changes
in operating, investing and financing cash flows for  each period presented.  Your revised
discussion should not only quantify the impact of the line item(s) which contributed most
to the changes but should also provide detailed explanations of the reasons for the
fluctuations.  Your revised discussion should also focus on the primary drivers of and
other material factors necessary to an understanding of your cash flows and the indicative
value of historical cash flows.  In addition, based on the disclosures in the forepart of the
filing related to your operating plans, please disclose and discuss your long term liquidity
needs to implement those plans.
13.You disclose on page 46 that, except for operating lease obligations, you had no other
contractual obligations as of September 30, 2019; however, you disclose on page F-22 that
you entered into a non-revolving loan facility on December 24, 2018.  As such, please

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 May 13, 2020 Page 4
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
May 13, 2020
Page 4
revise your table of contractual obligations to include payments you are obligated to make
under your loan facility as well as any estimated interest payments.  Because the table is
aimed at increasing transparency of cash flow, we believe these payments should be
included in the table.  Please also disclose any assumptions you make to derive these
amounts.
14.Please clarify how cash flows from operations have been a primary source of liquidity and
are expected to be sufficient to fund your operations, given the information on page F-7.
Operating Lease, page 46
15.Please  disclose any material changes to the information in the table since September 30,
2019.  See Instruction 1 to the Instructions to Item 5.F of Form 20-F.
Business, page 52
16.Please disclose the nature of your arrangements with your external suppliers and delivery
service providers, as mentioned on page 11.  For example, do you acquire components on
a purchase order basis or do you have agreements with the suppliers guaranteeing you a
regular supply of those components?
With the implementation of the New National Standards . . ., , page 53
17.We note the disclosed expectation on page 57 of reaching a more than 80% utilization rate
within three years.  Clarify the basis for that statement, particularly in light of the amount
of e-bicycle sales for the year ended September 30, 2019.  Also revise to disclose your
current utilization rate and whether the 80% figure includes the expansion you intend to
undertake with the proceeds of this offering.  Please also describe the "new progress" in
production and sales and the models you introduced, as mentioned on page 57.
Customers, page 68
18.Please disclose whether you have sales agreements with the customers identified in this
section and, if so, describe the material terms of those agreements.
Intellectual Property, page 69
19.Please disclose the duration of the intellectual property cited in this section.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 May 13, 2020 Page 5
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
May 13, 2020
Page 5
Management, page 80
20.Your disclosure regarding Mr. Ye's business experience indicates that he is currently
employed by Zhuhai Dinghua and your disclosure regarding Mr. Liang's business
experience indicates that he currently is employed by Sirius International Insurance
Group.  If so, revise to clarify the amount of time each is required to devote to your
affairs.  Please also clarify Mr. Liang's business experience from January 2016 to June
2016 and Mr. Shuang Wu's business experience from December 2017 to August 2019 and
November 2011 to June 2015.
Terms of Directors and Officers, page 82
21.Your disclosure in the last two sentences of the first paragraph indicates that the term of
office of the second and third class of directors expires at the same time.  If so, please
clarify how they are in separate classes.
Related Party Transactions, page 84
22.The first sentence says that the information disclosed in this section is as of the date of this
prospectus; however, it appears the latest disclosure is as of September 30, 2019.  Please
revise to disclose the information required by Item 7.B of Form 20-F to be as of the date
of the document.
23.Revise the second paragraph to define what will be considered a "related party
transaction" and the factors to be considered by the audit committee in determining
whether to approve the transaction.
Amendment of Governing Documents, page 95
24.Please disclose the "certain exception[s]" that permit your directors to amend your
governing documents.
History of Securities Issuances, page 95
25.Please reconcile the disclosure here regarding a single issuance of 50,000 shares with the
disclosure in the table on page 83.
Shares Eligible for Future Sale, page 96
26.Please clarify the meaning of the last sentence of the second paragraph.
Taxation, page 97
27.It appears from your exhibit index that you intend to file multiple exhibits relating to Item
601(b)(8) of Regulation S-K.  If so, please revise to state clearly that the disclosure here
and throughout, such as page 20, is the opinion of the named counsel and clearly identify
and articulate the opinion being rendered.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 May 13, 2020 Page 6
 FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
May 13, 2020
Page 6
Financial Statements for the Years Ended September 30, 2019 and 2018
Consolidated Statements of Income, page F-4
28.We note that you have presented net income from continuing operations per ordinary
share and net (loss) income from discontinued operations per ordinary share.  Please
revise your presentation to also present net income per ordinary share.  Refer to ASC 260-
10-45-2 and 3 and the example in ASC 810-10-55-4J.
Note 9. Related Party Transactions and Balances, page F-22
29.Please revise your disclosures regarding related party balances and transactions to more
fully address the following:
•In regard to notes (1) and (2) under amounts due from related parties, disclose how
each amount due at September 30, 2019 was settled;
•In regard to note (1) under amounts due to related parties, disclose the reasons why
the loan was provided and disclose the source of funds used to repay the loan
subsequent to September 30, 2019; and
•In regard to the amount due from Henglong Chen under transactions with related
parties that you net in equity, disclose the reasons why the funds were provided and
address any expectation if and when the amount loaned will be repaid to the
company.
Note 16. Condensed Financial Information of the Parent Company, page F-33
30.Please provide parent company only statements of cash flows for each period presented.
Refer to Rule 12-04 of Regulation S-X.
Note 17. Subsequent Events, page F-34
31.Please enhance your disclosure to disclose the actual date through which subsequent
events have been evaluated.  Please also disclose whether the date through which
subsequent events have been evaluated is the date the financial statements were issued or
the date the financial statements were available to be issued.  Refer to ASC 855-10-50-1.
Exhibits
32.Please file as an exhibit the lock-up agreement referenced on page 96.

 FirstName LastNameJianhui Ye
 Comapany NameEZGO Technologies Ltd.
 May 13, 2020 Page 7
 FirstName LastName
Jianhui Ye
EZGO Technologies Ltd.
May 13, 2020
Page 7
            You may contact Jeff Gordon at (202) 551-3866 or Anne McConnell, Senior Accountant,
at (202) 551-3709 if you have questions regarding comments on the financial statements and
related matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch
Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Richard Anslow, Esq.