VIE Structure and Agreements - EZGO's corporate structure includes a VIE (Variable Interest Entity) in China, with the WFOE (Wholly Foreign-Owned Enterprise) holding contractual rights to control the VIE's economic activities and receive the majority of its economic benefits[48][49] - The VIE Agreements, including the Exclusive Management Consulting and Technical Service Agreement, allow the WFOE to receive 95% of the VIE's after-tax profits after covering prior deficits and statutory reserves[54] - The VIE's equity holders have pledged 100% of their equity interests to the WFOE as collateral under the Equity Pledge Agreement[55] - The WFOE has an exclusive call option to purchase all equity interests and assets of the VIE at the minimum price permitted by PRC law or the net book value, whichever is lower[56] - The WFOE provides loans to the VIE at an annual interest rate of 24%, with each loan term set at 20 years, extendable with mutual consent[59] - The VIE Agreements have not been tested in a PRC court, and there are substantial uncertainties regarding their enforceability under current and future PRC laws[52][62] - EZGO consolidates the financial results of the VIE and its subsidiaries in its consolidated financial statements under U.S. GAAP[53] - The VIE structure is used to provide EZGO's shareholders with contractual exposure to foreign investment in China-based companies, as direct foreign ownership is restricted under PRC law[50] - The VIE Agreements are designed to ensure EZGO is the primary beneficiary of the VIE for accounting purposes under U.S. GAAP[53] - The enforceability of the VIE Agreements depends on the VIE's equity holders, and any failure to perform obligations could materially affect EZGO's operations and financial condition[61] Financial Performance - Consolidated net revenues for fiscal year 2024 were $21,134,425, with non-VIE subsidiaries contributing $4,863,027 and WFOE contributing $13,359,133[65] - Gross profit for fiscal year 2024 was $1,509,283, with non-VIE subsidiaries contributing $1,178,735 and WFOE contributing $517,503[65] - Operating expenses for fiscal year 2024 totaled $5,726,354, with the parent company incurring $1,502,523 and VIE subsidiaries incurring $1,696,616[65] - Net loss for fiscal year 2024 was $8,085,796, with the parent company contributing $7,284,792 and non-VIE subsidiaries contributing $6,082,439[65] - Consolidated net revenues for fiscal year 2023 were $15,920,659, with non-VIE subsidiaries contributing $4,792,821 and WFOE contributing $5,852,450[67] - Gross profit for fiscal year 2023 was $1,139,399, with non-VIE subsidiaries contributing $726,148 and WFOE contributing $307,590[67] - Net loss for fiscal year 2023 was $7,258,313, with the parent company contributing $2,460,083 and non-VIE subsidiaries contributing $523,744[67] - Consolidated net revenues for fiscal year 2022 were $17,389,217, with non-VIE subsidiaries contributing $176,027 and WFOE contributing $4,407,284[67] - Gross profit for fiscal year 2022 was $219,039, with non-VIE subsidiaries contributing $5,573 and WFOE contributing $365,282[67] - Net loss for fiscal year 2022 was $7,468,830, with the parent company contributing $1,606,117 and non-VIE subsidiaries contributing $157,105[67] - EZGO reported net losses of approximately $7.47 million, $7.26 million, and $8.09 million for the fiscal years ended September 30, 2022, 2023, and 2024, respectively[200] Cash Flow and Capital Management - Consolidated current assets as of September 30, 2024, amounted to $41,403,659, showing a decrease from $45,914,288 in 2023[68] - Working capital deficit as of September 30, 2024, was $24,511,813, compared to a working capital of $34,875,331 in 2023[68] - Total cash used in operating activities for the year ending September 30, 2024, was $10,308,733[69] - Net cash inflow from disposal of a subsidiary in 2024 was $861,291[69] - Total cash used in investing activities for 2024 was $11,242,521[69] - Proceeds from short-term borrowings in 2024 totaled $5,635,523[69] - Repayments of short-term borrowings in 2024 amounted to $1,596,269[69] - Proceeds from long-term borrowings in 2024 were $3,443,777[69] - Net decrease in cash, cash equivalents, and restricted cash for 2024 was $12,794,688[69] - Effect of exchange rate changes on cash in 2024 was $124,338[69] - Total cash provided by operating activities for the year ended September 30, 2023 was $6,720,013 for the Parent, but consolidated cash flow from operations was a net outflow of $1,891,626 due to significant outflows from Non-VIE subsidiaries and WFOE[70] - Net cash outflow from investing activities for the year ended September 30, 2023 was $21,189,116, primarily due to $12,113,425 in purchases of long-term investments and $7,221,017 in prepayments for customized equipment[70] - Total cash provided by financing activities for the year ended September 30, 2023 was $36,169,907, mainly from $31,848,983 in equity issuance proceeds and $4,536,883 in long-term borrowings[70] - Net increase in cash, cash equivalents and restricted cash for the year ended September 30, 2023 was $12,840,777, compared to a net decrease of $1,476,667 in the prior year[70][71] - EZGO provided an interest-free loan of $31,848,983 to the WFOE in fiscal year 2023, and the WFOE provided $8,696,766 in interest-free loans to its wholly-owned subsidiaries[78] - As of September 30, 2023, the WFOE had $14,092,722 in receivables from its wholly-owned subsidiaries and $15,971,124 in payables due to the VIE and its subsidiaries[78] - For fiscal year 2024, EZGO provided an interest-free loan of $3,378,947 to the WFOE, and EZGO HK injected $7,000,000 in registered capital into the WFOE[79] - As of September 30, 2024, the WFOE had $15,500,819 in receivables from its wholly-owned subsidiaries and $1,769,990 in payables due to the VIE and its subsidiaries[79] - The WFOE had outstanding loans totaling $9,575,924 as of September 30, 2024, with interest rates ranging from 4% to 5% or linked to the Chinese Loan Prime Rate[80] - EZGO maintains bank accounts in China with RMB30,970,516 and $26,265 in USD as of September 30, 2024, subject to PRC regulations on fund transfers between subsidiaries[81] Dividend and Reserve Policies - EZGO does not generate revenue as it is a holding company with no material operations of its own[84] - EZGO relies on dividend payments from its PRC subsidiaries to fund cash and financing requirements, but no dividends have been paid to date[85][89] - PRC subsidiaries are required to set aside at least 10% of after-tax profits for statutory reserves until reaching 50% of registered capital[86] - EZGO does not expect to pay cash dividends in the foreseeable future as it intends to retain funds for business development[89] - A 10% PRC withholding tax applies to dividends payable to non-resident enterprise shareholders[91] - PRC subsidiaries are required to set aside at least 10% of accumulated after-tax profits for statutory reserve funds, limiting their ability to distribute earnings as dividends[161] - Any transfer of funds by EZGO to its PRC subsidiaries is subject to procedural requirements, which may hinder or delay cash deployment and adversely affect operations[162] - EZGO's PRC subsidiaries are required to set aside at least 10% of accumulated profits annually for reserve funds until reaching 50% of registered capital, limiting distributable cash dividends[172] Regulatory and Compliance Risks - EZGO is not required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021 version) as it does not hold personal information of more than one million users[96] - EZGO and its subsidiaries have received all requisite licenses and permissions needed to conduct business in China, with no permissions denied[101] - The Overseas Listing Regulations may subject EZGO to additional compliance requirements for future securities offerings[98] - The revised Provisions on Confidentiality and Archives Administration expand application to cover indirect overseas offerings and listings[99] - EZGO's PRC subsidiaries hold long-term business licenses issued by various administrative authorities in China[101] - No explicit PRC laws or regulations require EZGO or its subsidiaries to seek CSRC approval for overseas listings or securities offerings as of the report date[103] - Potential future PRC regulations could require EZGO to obtain regulatory approval for securities offerings, impacting its ability to raise capital and operate[103] - EZGO's operations in China are subject to risks from changes in PRC laws, regulations, and government policies, which could materially affect its business and share value[111] - Restrictions on currency exchange and outbound capital flows may limit EZGO's ability to utilize PRC revenue and pay dividends[111] - EZGO's ordinary shares may be delisted or prohibited from trading under the HFCA Act if PCAOB inspections are not conducted, potentially affecting share value[112] - EZGO faces intense competition in the charging pile market, and failure to compete effectively could result in loss of market share and customers[112] - EZGO's reliance on contractual arrangements with the VIE for business operations may not be as effective as direct ownership and could adversely affect its business[113] - Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit legal protections for EZGO and its shareholders[115] - EZGO may face challenges in enforcing legal rights in PRC administrative and court proceedings due to the evolving legal system[117] - Recent PRC government opinions emphasize stricter supervision over overseas listings by Chinese companies, potentially impacting EZGO's operations[118] - The Measures for Cybersecurity Review (2021 version) requires online platform operators controlling personal information of more than one million users to undergo cybersecurity review if seeking to list on a foreign stock exchange[119] - The Overseas Listing Regulations issued by the CSRC on February 17, 2023, require PRC domestic companies and overseas companies with substantial PRC operations to fulfill filing procedures within three working days after applying for an overseas IPO[121][129] - Failure to comply with the Overseas Listing Regulations may result in fines ranging from RMB1 million to RMB10 million, and severe violations could lead to market entry bans for responsible persons[132] - The PRC government may exert more oversight and control over overseas offerings and foreign investment in China-based issuers, potentially limiting EZGO's ability to offer securities and causing a decline in their value[122][128][129] - EZGO's operations through the WFOE, the VIE, and its subsidiaries in China could be adversely affected by existing or future laws and regulations, potentially requiring additional compliance efforts and expenditures[125][127] - The PRC government's evolving regulatory system for the Internet industry may lead to new licensing requirements, such as the EDI License and potentially the ICP License for mobile applications[135] - The Cybersecurity Law of the PRC requires network operators to protect personal data and obtain user consent before collecting, using, or disclosing personal information[137] - The Measures for Cybersecurity Review (2021 version) stipulate that overseas listings of operators controlling large amounts of personal information may be subject to cybersecurity review by the CAC[137] - EZGO's PRC counsel believes the company is not subject to cybersecurity review, but there is no assurance that PRC authorities will not hold opposing views[137] - The PRC government's control over the economy and potential changes in laws and regulations could require EZGO to divest its interests in China operations[125] - The Data Security Law of China requires data processors to apply for exit security assessment if they provide important data abroad, or if they process personal information of over 1 million people and provide it abroad[139] - Data processors transferring data outside China must prepare a data security assessment report if the data includes important data, or if they are critical information technology infrastructure operators holding over 1 million users[139] - A maximum fine of RMB 10 million can be imposed on data processors violating the draft regulations on data security[139] - EZGO has not been involved in any cybersecurity investigations or received any sanctions from the CAC as of the report date[140] - Compliance with new data protection laws may require substantial resource expenditures and could impose significant operational burdens on EZGO[141] - EZGO's business operations in China could be adversely affected if future laws are interpreted or implemented inconsistently with current practices[141] - The PRC Labor Contract Law requires employers to execute written contracts with full-time employees and pay wages at least equal to local minimum wage standards[142] - Companies in China must participate in government-mandated employee benefit plans, including social insurance and housing funds, contributing a percentage of employee salaries[145] - EZGO's business is highly dependent on China's economic, political, and social conditions, with all operations and sales conducted in China[146] - EZGO's PRC resident shareholders have completed foreign exchange registrations for their investments in the company, but compliance with all relevant foreign exchange regulations cannot be guaranteed, potentially affecting the company's ability to distribute dividends or make cross-border investments[154] - The interpretation and implementation of foreign exchange regulations are evolving, which may impact EZGO's ability to acquire PRC domestic companies and execute its acquisition strategy[155] - PRC regulations may delay or prevent EZGO from using IPO proceeds to make loans or capital contributions to its PRC subsidiaries, potentially affecting liquidity and business expansion[156] - SAFE Circular 19 and SAFE Circular 16 restrict the use of RMB capital converted from foreign currency-denominated registered capital, limiting EZGO's ability to transfer funds to its PRC subsidiaries[157] - EZGO may face challenges in completing necessary government registrations or approvals for loans or capital contributions to its PRC subsidiaries, which could negatively impact its ability to fund operations[158] - PRC government controls on currency conversion and remittance could restrict EZGO's ability to pay dividends to U.S. shareholders and deploy cash into its subsidiaries' businesses[160] - EZGO may be classified as a PRC resident enterprise, subjecting it to a 25% enterprise income tax on worldwide income and potential withholding taxes on dividends and share sales[164] - If classified as a PRC resident enterprise, EZGO's non-PRC shareholders may face reduced returns due to potential PRC withholding taxes on dividends and gains from share sales[165] - EZGO's PRC subsidiaries may be subject to a withholding tax rate of 10% on dividends, potentially reduced to 5% if EZGO HK owns more than 25% equity interest in the PRC company[166] - Potential acquisitions by EZGO may be negatively impacted by enhanced scrutiny from PRC tax authorities under SAT Circular 698 and SAT Bulletin 7[168][169] - EZGO's non-PRC resident investors may be at risk of being taxed under SAT Bulletin 7 and SAT Bulletin 37, potentially affecting financial conditions[171] - EZGO's ability to pursue growth through acquisitions in China may be hindered by complex procedures under the M&A Rules and related regulations[176] - EZGO may face regulatory uncertainties and potential adverse actions from CSRC or other PRC regulatory agencies regarding future offerings[177] - Foreign investments in key sectors such as energy, technology, and financial services may require prior approval from designated governmental authorities[178] - EZGO's PRC subsidiaries' ability to pay dividends is restricted by the requirement to allocate a portion of after-tax profits to employee welfare and bonus funds[172] - EZGO may face delays or prohibitions in future acquisitions due to potential scrutiny or approval requirements from MOFCOM or other PRC government agencies, which could materially and adversely affect its business expansion and market share[179] - EZGO's ability to conduct follow-on offerings outside China may be significantly limited or hindered if new rules or explanations require approvals from CSRC or other regulatory agencies[180] - U.S. regulatory bodies may face limitations in investigating or inspecting EZGO's operations in China due to jurisdiction constraints and compliance with China's state secrecy laws[181] - EZGO's ordinary shares may be delisted under the HFCA Act if PCAOB is unable to inspect audit documentation located in China, potentially affecting shareholder benefits and trading[184] - The HFCA Act requires the SEC to prohibit trading of an issuer's securities if its auditor is not subject to PCAOB inspections for two consecutive years, reducing the time before EZGO's securities may be delisted[186] - The PCAOB has secured complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong, reducing the risk of EZGO being identified as a "Commission-Identified Issuer" under the HFCA Act[189] - EZGO's current auditor, HTL, is subject to PCAOB inspections, but future regulatory changes in China could prevent PCAOB inspections, potentially leading to delisting[194] - The SEC may propose additional rules or guidance impacting EZGO if its auditor is not subject to PCAOB inspection, potentially leading to earlier delisting than required by the HFCA Act[196] Market and Competitive Risks - EZGO faces intense competition in the e-bicycle and charging pile markets, with competitors like Aima and Yadea offering low-cost models priced at approximately RMB1,000 per vehicle[203] - EZGO's new e-bicycle models must comply with China's National New Standard GB11761-2018, and failure to meet these standards could harm the company's operations[214] - EZGO's lithium batteries must comply with the national standard GB/T 36972-2018, and non-compliance could lead to product returns and reputational damage[215] - EZGO's marketing strategy focuses on positioning its e-bicycles as a premium brand, but success in diversifying its user base is uncertain[207] - EZGO's growth depends on retaining key management and R

Core Viewpoint EZGO Technologies Ltd. reported significant revenue growth driven by battery sales, despite a sharp decline in e-bicycle sales due to market competition. The company is adjusting its business strategy to focus on higher-end products and expanding its lithium battery offerings while facing challenges in the e-bicycle market. Financial Highlights - Revenues increased to $8.6 million, a rise of 66.1% compared to the previous fiscal year [5][14] - E-bicycle units sold decreased by 76.7% to 4,766 units [5][8] - Sales of batteries and battery packs surged by 2614.6% to 243,336 units [5] - Gross margin improved to 5.7% from 3.5% [11] - Net loss narrowed to $4.7 million from $5.0 million [14] Management Commentary - The decline in lithium battery prices led to increased penetration in the e-bicycle industry, prompting the company to expand its battery product lines [2] - The company faced a significant drop in e-bicycle sales due to heightened competition and delays in new product launches [2][3] - The acquisition of Changzhou Higgs has contributed positively to sales volume and gross margin [3] Business Strategy Adjustments - The company has halted production of low and mid-range products, focusing on mid-to-high-speed electric motorcycles [4] - There is an emphasis on developing lithium battery products for low-speed vehicles and expanding overseas sales channels [4] - Equity investments in high-quality suppliers in the electric motorcycle and lithium battery sectors are being pursued [4] Revenue Breakdown - Revenue from batteries and battery packs reached $5.8 million, a 237.5% increase [7] - E-bicycle sales fell to $1.8 million, a decrease of 41.5% [8] - New revenue from electronic control systems was $739,390, marking the establishment of a new business segment [9] Cost and Profit Analysis - Cost of revenues increased by 62.4% to $8.1 million, primarily due to higher battery sales [10] - Gross profit rose to $487,799, with a gross profit margin increase attributed to higher-margin electronic control system sales [11] - Selling and marketing expenses increased by 7.5% to $307,127, while general and administrative expenses rose by 45.1% to $3.1 million [12] Other Financial Metrics - Other expenses decreased by 42.8% to $1.5 million, mainly due to the absence of significant losses from subsidiary disposals [13] - Income tax benefits increased to $79,488, reflecting higher deferred tax assets [13] - The company reported a comprehensive loss of $4.2 million for the period [23]

Core Viewpoint - EZGO Technologies Ltd. has entered into a procurement agreement with Hangzhou Huiyu Zhichuang Industrial Co., Ltd. for the sale of twelve security patrol robots and one intelligent patrol platform, totaling approximately RMB 13.46 million (around US$1.84 million), highlighting the company's strong R&D and manufacturing capabilities [1][2][3]. Group 1 - The procurement agreement stipulates that the delivery and installation of the products will be completed within 9 months [2]. - The security patrol robots feature advanced technologies such as self-navigation, live video streaming, face and license plate detection, vocal notifications, an emergency SOS button, self-charging capabilities, and infrared vision, enhancing EZGO's position in short-distance transport solutions [2][4]. - The sale is expected to help EZGO expand its business with Huiyu Group and secure sustained orders in other industrial parks managed by Huiyu [3][4]. Group 2 - The transaction reinforces the successful execution of EZGO's marketing strategy aimed at diversifying its customer base and increasing sales [4]. - EZGO has previously delivered 10 robots to PIESAT Information Technology Co., Ltd. in September 2023, indicating a positive sales momentum [3]. - The robots purchased will be utilized for intelligent security patrols in Huiyu Intelligent Innovation Park, which spans a gross floor area of 189,564 square meters [3]. Group 3 - EZGO operates a business model focused on the design, manufacturing, and sale of two- and three-wheeled electric vehicles, intelligent robots, and related accessories [5]. - The company leverages an Internet of Things (IoT) product and service platform to enhance its offerings in the transportation solutions market [5].

Core Viewpoint - EZGO Technologies Ltd. has announced a reverse share split on a one-for-forty basis to increase the market price per share and maintain its Nasdaq listing [1][2]. Group 1: Reverse Share Split Details - The reverse share split will combine every forty pre-split ordinary shares into one ordinary share, changing the par value from $0.001 to $0.04 per share [2]. - Post-split, the number of issued and outstanding ordinary shares will decrease from 102,165,549 to approximately 2,554,139 [2]. - The ordinary shares will continue trading on Nasdaq under the symbol "EZGO" with a new CUSIP number G5279F110 [2]. Group 2: Shareholder Impact - No fractional shares will be issued; shareholders with fractional shares equal to one-half or more will receive a full ordinary share, while those with less than one-half will have their fractional shares canceled [3]. - The reverse share split does not require a vote from shareholders as per the laws of the British Virgin Islands [3]. Group 3: Company Overview - EZGO Technologies Ltd. focuses on short-distance transportation solutions, leveraging an IoT product and service platform, and operates two e-bicycle brands, "EZGO" and "Cenbird" [4]. - The company designs, manufactures, and sells two- and three-wheeled electric vehicles, intelligent robots, and electric vehicle accessories [4].

Financial Performance - Revenues for Fiscal Year 2023 were $15.9 million, a decrease of 8.4% compared to $17.4 million in Fiscal Year 2022, primarily due to a decline in e-bicycle sales [1][7] - Gross profit increased to $1.1 million from $0.2 million, with a gross margin of 7.2%, up from 1.3%, driven by improved margins in electronic control systems and intelligent robots [1][10] - Net loss for Fiscal Year 2023 was $7.3 million, slightly improved from a net loss of $7.5 million in the previous year [1][12] Revenue Breakdown - E-bicycle sales generated $4.3 million, a significant decrease of 54.5% from $9.4 million in Fiscal Year 2022, attributed to increased competition [6][7] - Revenue from lithium and lead-acid battery packs was $8.2 million, an 18% increase from $7.0 million in Fiscal Year 2022, supported by new large orders [8] - Sales of electronic control systems and intelligent robots contributed $2.3 million in revenue, marking the introduction of this new business segment [9] Cost Management - Cost of revenues decreased to $14.8 million, down 14% from $17.2 million in Fiscal Year 2022, reflecting reduced manufacturing costs in line with lower e-bicycle sales [10] - Selling and marketing expenses were reduced by approximately 38.5% to $0.6 million, primarily due to decreased salaries and service expenses [10] - General and administrative expenses decreased by 3.6% to $4.7 million, mainly due to lower bad debt expenses and depreciation [11] Strategic Initiatives - The company focused on enhancing the value of its e-bicycle offerings while diversifying into new revenue streams such as battery packs and electronic control systems [2][3] - The strategic diversification led to an 18% growth in revenue from battery packs, indicating successful adaptation to market conditions [3] - The company aims to refine its revenue structure and deliver profitable products to create sustainable value for shareholders [4] Financial Condition - As of September 30, 2023, the company had cash and cash equivalents of $17.3 million, a significant increase from $4.4 million a year earlier [1][13]

Liquidity and Financial Management - The company is exposed to liquidity risk and may seek short-term funding from financial institutions and shareholders if necessary[337]. - The company has reported a collection of loans from shareholders amounting to $2,992,126, highlighting its reliance on shareholder support for liquidity[362]. - The company has engaged in various loan activities with related parties, including a loan of $3,051,944 and collections amounting to $6,007,720, reflecting active financial management within its network[362]. - The company has incurred expenses for daily operations on behalf of related parties, totaling $675,067, indicating ongoing operational collaboration[362]. - The company has seen a repayment of interest-free loans from related parties, amounting to $534,090, which may enhance its cash flow position[362]. Inflation and Economic Impact - Inflation in China has not materially impacted the company's operations, with year-over-year consumer price index changes of 2.1% in 2021, 1.6% in 2022, and a decrease of 0.5% in November 2023[337]. - The company has not faced material interest rate risks, but future increases may raise the cost of any incurred debt[337]. Corporate Governance and Management - The total compensation for directors and senior management for the fiscal years ended September 30, 2022, and 2023, was RMB 1,677,448 (approximately $255,974) each year[344]. - The board of directors consists of 5 members, with 1 female and 4 male directors, reflecting a diversity matrix[344]. - The company has entered into employment agreements with executive officers for an initial term of three years, with fixed salaries and benefits determined by the board[346]. - The company has not set aside or accrued any amounts for pension or retirement benefits for executive officers and directors[344]. - The Chief Executive Officer, Jianhui Ye, has been in position since August 2019 and is responsible for daily operations and business strategy formulation[340]. - The Chief Financial Officer, Jingyan Wu, has over 20 years of experience in accounting and auditing, including over 10 years with U.S. public companies[340]. - The board of directors is divided into three classes, with each class serving a three-year term[353]. - The audit committee is responsible for overseeing financial reporting processes and has determined that Robert Johnson qualifies as an "audit committee financial expert"[348]. - The compensation committee reviews and approves compensation for executive officers, ensuring no executive is present during discussions about their own compensation[350]. - The company has adopted an audit committee charter to monitor compliance with business conduct and ethics[348]. Employee Relations and Workforce - The company has 81 full-time employees, with 29 in manufacturing and 12 in research and development[354]. - The company has not experienced any labor disputes and none of the employees are represented by labor unions[354]. - The company participates in various employee social security plans, contributing monthly at specified percentages of salaries and bonuses[354]. Related Party Transactions - The company reported a significant decrease in related party transactions, with purchases of e-bicycles dropping from $6,048,053 in 2021 to $2,179,826 in 2023, representing a decline of approximately 64.1%[362]. - The company has made long-term investments in related parties, totaling $1,525,972, indicating a strategic focus on strengthening partnerships[362]. - The company has made significant purchases from related parties, including e-bicycles and parts, totaling $1,188,752, which underscores its commitment to maintaining supply chain relationships[362]. - The company has reported a decrease in rental and utility fees from related parties, which may reflect cost-saving measures[362]. - The company has engaged in various financial transactions with related parties, including loans and repayments, which are critical for its operational financing strategy[362]. - The audit committee reviews all related party transactions to ensure fairness and compliance with company policies[358]. - The company has a total of 7,063,380 shares owned by all directors and executive officers as a group, representing 6.9% of the total shares[359].

Exhibit 99.1 EZGO ANNOUNCES FINANCIAL RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 2023 JIANGSU, CHINA, August 7, 2023 -- EZGO Technologies Ltd. (Nasdaq: EZGO) ("EZGO" or "we", "our", or the "Company"), a leading shortdistance transportation solutions provider in China, today announced its unaudited financial results for the six months ended March 31, 2023. Financial Highlights (all results compared to the prior year period unless otherwise noted) ● Revenues were $5.2 million, a decrease of 14.4% ● Units sold ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _____________. OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION ...

PART I [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section outlines the principal risks associated with investing in EZGO Technologies, categorized by business, corporate structure, China operations, and ordinary shares [Risks Related to Our Business and Industry](index=5&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) The company faces significant business and industry risks, including a history of net losses, limited operating history, intense competition, customer concentration, and material weaknesses in internal financial controls Net Income (Loss) Trend | Fiscal Year Ended | Net Income (Loss) | | :--- | :--- | | September 30, 2019 | $2.19 million | | September 30, 2020 | $0.28 million | | September 30, 2021 | ($3.41 million) | - The company is an early-stage entity in the e-bicycle and charging pile business, having started this focus in August 2019, which provides a limited basis for evaluating its future performance[33](index=33&type=chunk)[34](index=34&type=chunk) - The company has a significant customer concentration risk, with three major customers accounting for approximately **52%**, **28%**, and **8%** of lithium battery sales, and **17%**, **11%**, and **9%** of e-bicycle sales revenue in fiscal year 2021[51](index=51&type=chunk)[52](index=52&type=chunk) - Material weaknesses in internal control over financial reporting have been identified, relating to a lack of sufficient personnel with U.S. GAAP and SEC reporting knowledge and a lack of key monitoring mechanisms like an internal control department[63](index=63&type=chunk)[64](index=64&type=chunk) [Risks Related to Our Corporate Structure](index=17&type=section&id=Risks%20Related%20to%20Our%20Corporate%20Structure) The company's reliance on a Variable Interest Entity (VIE) structure due to PRC regulations poses significant risks, including enforcement challenges and potential government non-compliance rulings - The company relies on contractual arrangements with its consolidated VIE and its shareholders to operate its business, as all revenue is attributed to the VIE, posing enforcement risks under the PRC legal system[97](index=97&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk) - There is a significant risk that PRC authorities could deem the VIE structure non-compliant with foreign investment regulations, potentially leading to severe penalties or forced restructuring[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) - The shareholders of the consolidated VIE may have conflicts of interest with the company, potentially leading to actions not in the best interest of EZGO's public shareholders[103](index=103&type=chunk)[105](index=105&type=chunk) [Risks Related to Doing Business in China](index=21&type=section&id=Risks%20Related%20to%20Doing%20Business%20in%20China) Operating in China exposes the company to substantial regulatory, political, and economic risks, including potential delisting under the HFCAA and new CSRC filing requirements - The company's shares may be delisted under the Holding Foreign Companies Accountable Act (HFCAA) if the PCAOB cannot inspect its auditors for two consecutive years, materially affecting investment value[28](index=28&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - The China Securities Regulatory Commission (CSRC) has released draft rules that, if enacted, would require China-based companies to fulfill filing procedures for overseas listings, potentially hindering securities offerings[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - The PRC government exerts substantial influence over business activities and may intervene at any time, with recent regulatory crackdowns highlighting the risk of changes impacting operations and share value[126](index=126&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) - PRC regulations on currency exchange and capital outflows may limit the company's ability to transfer funds from its PRC operations to fund business activities outside of China or to pay dividends to shareholders[149](index=149&type=chunk)[151](index=151&type=chunk) [Risks Related to Our Ordinary Shares](index=34&type=section&id=Risks%20Related%20to%20Our%20Ordinary%20Shares) Investment in the company's ordinary shares involves risks such as significant price volatility, potential delisting, no anticipated dividends, and substantial influence from principal shareholders - The trading price of the company's ordinary shares may be volatile due to market factors and company-specific performance, and an active trading market may not be sustained[208](index=208&type=chunk)[209](index=209&type=chunk) - The company does not expect to pay dividends in the foreseeable future, so investors must rely on share price appreciation for any return on investment[225](index=225&type=chunk)[226](index=226&type=chunk) - As of the report date, executive officers, directors, and principal shareholders beneficially own approximately **46.83%** of outstanding ordinary shares, giving them substantial influence over corporate actions[227](index=227&type=chunk)[228](index=228&type=chunk) - As a foreign private issuer, the company is exempt from certain U.S. proxy rules and reporting obligations, following BVI corporate governance practices that may offer less protection to shareholders than U.S. standards[229](index=229&type=chunk)[230](index=230&type=chunk)[234](index=234&type=chunk) [Information On The Company](index=42&type=section&id=Item%204.%20Information%20On%20The%20Company) EZGO Technologies is a BVI holding company operating in China through a VIE structure, focusing on short-distance transportation solutions including e-bicycles, lithium batteries, and smart charging piles [History and Development of the Company](index=42&type=section&id=4.A.%20History%20and%20Development%20of%20the%20Company) This section outlines the company's corporate structure, including its BVI parent, Hong Kong subsidiary, WFOE, and VIE, and highlights the acquisition of Tianjin Jiahao and a registered direct offering in 2021 - The company operates in the PRC through its VIE, Jiangsu EZGO, and its subsidiaries, with control established via contractual arrangements by its WFOE, Changzhou EZGO[258](index=258&type=chunk) - On June 28, 2021, the company acquired Tianjin Jiahao, adding over **35,000 square meters** of factory land and an estimated production capacity of **100,000 e-bicycles**, with potential for expansion[262](index=262&type=chunk)[275](index=275&type=chunk) - On June 1, 2021, EZGO closed a registered direct offering, selling **2,564,102 units** at **$4.68 per unit** and raising gross proceeds of approximately **$12 million**[262](index=262&type=chunk) [Business Overview](index=43&type=section&id=4.B.%20Business%20Overview) EZGO's business focuses on short-distance transportation solutions in China, with e-bicycle and battery pack sales as primary revenue streams, aiming for a 1% market share by 2025 Revenue Breakdown by Source (FY 2019-2021) | Revenue Source | FY 2019 | FY 2020 | FY 2021 | | :--- | :--- | :--- | :--- | | Battery packs sales | 91% | 21% | 18% | | E-bicycles sales | 8% | 73% | 78% | - The company's strategic goal is to become a well-regarded e-bicycle company with at least **1% market share** in China by 2025, targeting an annual sales volume of **500,000 units**[281](index=281&type=chunk) - The product portfolio includes Dilang-brand e-bicycles, Cenbird-brand e-bicycles, the new EZGO-brand e-bicycles, and Hengdian-brand smart charging piles[284](index=284&type=chunk) - The company's rental services revenue decreased by **79%** in FY2021 to approximately **$342,636**, and the business was phased out in the first half of 2021 due to intense competition[311](index=311&type=chunk) [Organizational Structure](index=71&type=section&id=4.C.%20Organizational%20Structure) This section details the company's reliance on a Variable Interest Entity (VIE) structure, where the WFOE controls the VIE through contractual agreements to consolidate financial results - The company controls its primary operating entity, Jiangsu EZGO, through a series of VIE agreements, including an Exclusive Management Consulting and Technical Service Agreement, Equity Pledge Agreement, Exclusive Call Option Agreement, and Proxy Agreement[401](index=401&type=chunk)[402](index=402&type=chunk) - The VIE agreements are designed to provide the WFOE with power, rights, and obligations equivalent to direct equity ownership, allowing for consolidation of the VIE's financial results under U.S. GAAP[401](index=401&type=chunk) VIE Net Income (Loss) Attributable to EZGO Shareholders | Fiscal Year Ended | Net Income (Loss) | | :--- | :--- | | September 30, 2019 | $1,738,123 | | September 30, 2020 | $147,174 | | September 30, 2021 | ($2,279,373) | - In FY 2021, the parent company EZGO transferred funds to its PRC operations via loans to its Hong Kong subsidiary (**$15.85 million**) and WFOE, and the WFOE provided loans of **$13.32 million** to the VIE[426](index=426&type=chunk)[427](index=427&type=chunk) [Property, Plants and Equipment](index=79&type=section&id=4.D.%20Property,%20Plants%20and%20Equipment) As of September 30, 2021, the company owns approximately 35,047.8 square meters of production real estate in Tianjin and leases about 13,080 square meters for other facilities Owned and Leased Properties | Type | Location | Size (sq. meters) | | :--- | :--- | :--- | | Owned | Tianjin | 35,047.8 | | Leased | Various (Changzhou, Tianjin, etc.) | ~13,080 | [Operating And Financial Review And Prospects](index=80&type=section&id=Item%205.%20Operating%20And%20Financial%20Review%20And%20Prospects) In fiscal year 2021, EZGO's revenues increased by 53.7% to $23.4 million, but profitability declined significantly to a net loss of $3.4 million due to lower gross margins and higher operating expenses Consolidated Financial Highlights (FY 2020 vs. FY 2021) | Metric | FY 2020 | FY 2021 | Change | | :--- | :--- | :--- | :--- | | Net Revenues | $15,243,282 | $23,422,006 | +53.7% | | Gross Profit | $1,539,034 | $382,478 | -75.1% | | Gross Margin | 10.1% | 1.6% | -8.5 p.p. | | Operating Expenses | ($1,467,068) | ($4,259,897) | +190.4% | | Net Income (Loss) | $276,922 | ($3,413,644) | N/A | - The increase in revenue was mainly driven by a **63.3% growth** in e-bicycle sales, from **$11.2 million** in FY2020 to **$18.2 million** in FY2021[455](index=455&type=chunk)[456](index=456&type=chunk) - The gross profit margin declined from **10%** in FY2020 to **2%** in FY2021, primarily due to reduced unit prices and sales rebates for e-bicycles to expand market share[460](index=460&type=chunk)[461](index=461&type=chunk) - The company's liquidity position was strengthened by net proceeds of approximately **$10.85 million** from its January 2021 IPO and **$10.88 million** from its June 2021 registered direct offering[469](index=469&type=chunk) - Net cash used in operating activities was **$6.9 million** in FY2021, a significant reversal from the **$3.9 million** provided by operations in FY2020, reflecting the net loss and increased working capital needs[475](index=475&type=chunk)[476](index=476&type=chunk)[478](index=478&type=chunk) [Directors, Senior Management And Employees](index=100&type=section&id=Item%206.%20Directors,%20Senior%20Management%20And%20Employees) This section details the company's leadership, including its five-member board with three independent directors, key executives, and its 115 full-time employees based in China - The company's board of directors consists of 5 members: Jianhui Ye (CEO), Di Wu, and three independent directors: Guanghui Yang, Robert Johnson, and Guanneng Lai[543](index=543&type=chunk)[561](index=561&type=chunk) - Total cash compensation for all directors and senior management was RMB **885,547** (approximately **$136,087**) for the fiscal year ended September 30, 2021[558](index=558&type=chunk) - As of the date of the report, the company had **115 full-time employees** in China, with the largest functions being Business and Marketing (**35**) and Manufacturing (**31**)[571](index=571&type=chunk)[572](index=572&type=chunk) - Directors and executive officers as a group beneficially own approximately **40.1%** of the company's outstanding ordinary shares[577](index=577&type=chunk) [Major Shareholders And Related Party Transactions](index=107&type=section&id=Item%207.%20Major%20Shareholders%20And%20Related%20Party%20Transactions) This section details major shareholders, with CEO Jianhui Ye holding 22.3% ownership, and highlights significant related party transactions including e-bicycle purchases and un-repaid loans to a former chairman Major Shareholder Ownership (as of Jan 26, 2022) | Name of Beneficial Owner | Ordinary Shares Beneficially Owned | Percentage | | :--- | :--- | :--- | | Jianhui Ye (CEO) | 3,034,200 | 22.3% | | Shuang Wu (COO) | 1,462,032 | 10.7% | | Di Wu (Director) | 963,452 | 7.1% | - In FY2021, the company purchased e-bicycles worth **$6,048,053** from Changzhou Cenbird Electric Bicycle Manufacturing Co., Ltd., a related party[585](index=585&type=chunk) - Loans made to former chairman Henglong Chen for personal use violated the Sarbanes-Oxley Act section 402, were not fully repaid by the July 28, 2021 deadline, and are expected to be repaid by December 31, 2022[585](index=585&type=chunk) [Financial Information](index=109&type=section&id=Item%208.%20Financial%20Information) This section refers to the full consolidated financial statements and notes the company's policy of retaining all earnings for business growth, with no anticipated dividends - The company's full consolidated financial statements can be found starting on page F-1 of the report[587](index=587&type=chunk) - The company has never paid a dividend and does not anticipate paying any in the foreseeable future, intending to retain all earnings for business financing and expansion[588](index=588&type=chunk) [Additional Information](index=109&type=section&id=Item%2010.%20Additional%20Information) This section covers the company's BVI corporate governance, PRC exchange controls, and tax implications, including the risk of being classified as a PRC 'resident enterprise' or a Passive Foreign Investment Company (PFIC) - The company is governed by the laws of the British Virgin Islands (BVI), which differ from U.S. corporate laws regarding shareholder suits, mergers, and director's fiduciary duties[604](index=604&type=chunk)[618](index=618&type=chunk)[620](index=620&type=chunk) - Operations are subject to PRC exchange controls, where the Renminbi is not freely convertible, requiring approval from SAFE for capital-account items like direct investments[649](index=649&type=chunk)[650](index=650&type=chunk) - There is a risk the company could be classified as a PRC 'resident enterprise,' which would subject it to a **25%** enterprise income tax on its worldwide income[655](index=655&type=chunk) - The company does not expect to be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, but notes that this is a factual determination made annually and no assurance can be given[668](index=668&type=chunk)[669](index=669&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=126&type=section&id=Item%2011.%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks include foreign exchange risk due to RMB/USD fluctuations, credit risk from unsecured receivables and uninsured PRC bank deposits, and inflation risk impacting operating costs - The company faces foreign exchange risk as its functional currency is the RMB, while its reporting currency is the USD, meaning a significant revaluation of the RMB against the USD could materially affect reported financial results[686](index=686&type=chunk)[687](index=687&type=chunk) - Credit risk exists with cash deposits in PRC financial institutions, as there is no regulation requiring insurance to cover bank deposits in the event of failure, and accounts receivable are also typically unsecured[687](index=687&type=chunk)[688](index=688&type=chunk) PART II [Material Modifications To The Rights Of Security Holders And Use Of Proceeds](index=127&type=section&id=Item%2014.%20Material%20Modifications%20To%20The%20Rights%20Of%20Security%20Holders%20And%20Use%20Of%20Proceeds) This section details the use of proceeds from the company's two public offerings in 2021, which collectively raised approximately $21.73 million in net proceeds Use of Proceeds from 2021 Offerings | Offering | Closing Date | Net Proceeds | | :--- | :--- | :--- | | Initial Public Offering | Jan 28, 2021 | ~$10.85 million | | Follow-on Offering | June 1, 2021 | ~$10.88 million | [Controls and Procedures](index=128&type=section&id=Item%2015.%20Controls%20And%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2021, due to material weaknesses in financial reporting personnel and monitoring mechanisms, with remediation efforts underway - Management concluded that disclosure controls and procedures were not effective as of the end of the fiscal year 2021[696](index=696&type=chunk) - Two material weaknesses were identified: 1) lack of sufficient personnel with appropriate U.S. GAAP/SEC reporting knowledge, and 2) lack of key monitoring mechanisms like an internal control department[697](index=697&type=chunk) - Remediation efforts include hiring a new CFO with U.S. GAAP experience and working to establish an internal audit department[698](index=698&type=chunk) [Other Information](index=129&type=section&id=Item%2016.%20Other%20Information) This section covers various governance and compliance matters, including the change of independent auditors, the adoption of a code of ethics, and the company's use of BVI home country corporate governance practices - The company changed its independent registered public accounting firm on August 16, 2021, terminating Marcum Bernstein & Pinchuk LLP and appointing Briggs & Veselka Co[707](index=707&type=chunk) - As a foreign private issuer, the company follows its home country (BVI) practices in lieu of Nasdaq rules requiring annual shareholder meetings and shareholder approval for certain securities issuances[709](index=709&type=chunk) Principal Accountant Fees | Fiscal Year Ended | Audit Fees | | :--- | :--- | | September 30, 2020 | $350,000 | | September 30, 2021 | $250,000 | PART III [Financial Statements](index=131&type=section&id=Item%2018.%20Financial%20Statements) This section contains the company's consolidated financial statements for fiscal years 2019-2021, prepared under U.S. GAAP, including auditor reports and notes on accounting policies, segments, and discontinued operations - The financial statements include reports from two independent registered public accounting firms, Briggs & Veselka Co. (for FY2021) and Marcum Bernstein & Pinchuk LLP (for FY2019 and FY2020), due to a change in auditors during 2021[721](index=721&type=chunk)[728](index=728&type=chunk) - The company has retrospectively adjusted its financial statements for all periods presented to reflect the disposal of its battery cell production line and rental business as discontinued operations[858](index=858&type=chunk) Consolidated Balance Sheet Summary (As of Sep 30) | Metric | 2020 | 2021 | | :--- | :--- | :--- | | Total Current Assets | $16,316,861 | $27,679,610 | | Total Assets | $19,817,798 | $42,011,670 | | Total Current Liabilities | $6,672,653 | $9,475,170 | | Total Equity | $13,145,145 | $32,536,500 | - The company operates in two reportable segments: (1) Battery cells and packs, and (2) E-bicycle sales, with e-bicycle sales becoming the dominant segment, generating **$18.2 million** in revenue in FY2021[898](index=898&type=chunk)[902](index=902&type=chunk)