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
 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,
FirstName LastNameJianhui Ye
                                                            Division of
Corporation Finance
Comapany NameEZGO Technologies Ltd.
                                                            Office of
Manufacturing
December 18, 2020 Page 2
cc:       Richard Anslow, Esq.
FirstName LastName