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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
 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,
FirstName LastNameJianhui Ye
                                                            Division of
Corporation Finance
Comapany NameEZGO Technologies Ltd.
                                                            Office of
Manufacturing
September 21, 2022 Page 2
cc:       Richard I. Anslow, Esq.
FirstName LastName
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