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.
 Jianhui Ye
FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
Comapany NameEZGO Technologies Ltd.
May 13, 2020
Page 2
May 13, 2020 Page 2
FirstName LastName
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.
 Jianhui Ye
FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
Comapany NameEZGO Technologies Ltd.
May 13, 2020
Page 3
May 13, 2020 Page 3
FirstName LastName
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
 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.
FirstName LastNameJianhui Ye
Intellectual Property, page 69
Comapany NameEZGO Technologies Ltd.
19. 13, 2020 disclose the duration of the intellectual property cited in this
section.
May Please Page 4
FirstName LastName
 Jianhui Ye
FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
Comapany NameEZGO Technologies Ltd.
May 13, 2020
Page 5
May 13, 2020 Page 5
FirstName LastName
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.
 Jianhui Ye
FirstName LastNameJianhui Ye
EZGO Technologies Ltd.
Comapany NameEZGO Technologies Ltd.
May 13, 2020
May 13, 2020 Page 6
Page 6
FirstName LastName
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.
 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,
FirstName LastNameJianhui Ye
                                                        Division of Corporation
Finance
Comapany NameEZGO Technologies Ltd.
                                                        Office of Manufacturing
May 13, 2020 Page 7
cc:       Richard Anslow, Esq.
FirstName LastName