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                           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
 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.



FirstName LastNameJingyan Wu                                    Sincerely,
Comapany NameEZGO Technologies Ltd.
                                                                Division of
Corporation Finance
July 28, 2022 Page 2                                            Office of
Manufacturing
FirstName LastName