6-K - EZGO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2021

Commission File Number: 001-39833

EZGO Technologies Ltd.

(Registrant’s Name)

Building #A, Floor 2, Changzhou Institute of DalianUniversity of Technology,

Science and Education Town,

Wujin District, Changzhou City

Jiangsu, China 213164

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

This current report on Form 6-K is being filed to disclose the home country rule exemption of EZGO Technologies Ltd. (“we”, “our”, “us” or the “Company”) that it intends to disclose in its annual report on Form 20-F for the fiscal year ended September 30, 2021.

As a business company incorporated in the British Virgin Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, listed non-U.S. companies may, in general, follow their home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, we elected to be exempt from the requirements as follows:

(a)	Nasdaq Marketplace Rule 5620 which provides that (with certain exceptions not relevant to the conclusions<br>expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of<br>shareholders no later than one year after the end of the company's fiscal year-end; and
(b)	Nasdaq Marketplace Rule 5635 which sets forth the circumstances under which shareholder approval is required<br>prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based<br>compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings.
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Except for the foregoing, we endeavor to comply with the Nasdaq corporate governance practices and except for the foregoing, there is no significant difference between our corporate governance practices and what the Nasdaq requires of domestic U.S. companies. A copy of the home country rule exemption letter from the Company’s legal counsel is attached hereto as Exhibit 99.1.

Exhibit No.	Description
99.1	Home Country Exemption Letter

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EZGO Technologies Ltd.
By:	/s/ Jianhui Ye
Name:	Jianhui Ye
Title:	Chief Executive Officer

Date: April 27, 2021

Exhibit 99.1

Our ref: 770242.03

Listing Qualifications<br><br> <br>The NASDAQ Stock Market<br><br> <br>805 King Farm Blvd., Rockville MD 20850<br><br> <br>United States of America

16 April 2021

Dear Sirs

EZGO TECHNOLOGIES LTD. (the "Company")

We act as legal counsel to the Company for matters of British Virgin Islands law. The following is a statement of certain matters of British Virgin Islands law.

We understand from the Company's legal counsel as to matters of United States law that:

(a)	Nasdaq Marketplace Rule 5620 provides that (with certain exceptions not relevant to the conclusions expressed<br>herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders<br>no later than one year after the end of the company's fiscal year-end;
(b)	Nasdaq Marketplace Rule 5635 sets forth the circumstances under which shareholder approval is required<br>prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based<br>compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings;<br>and
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(c)	Nasdaq Listing Rule 5615(a)(3)(A) provides (with certain exceptions not relevant to the conclusions expressed<br>herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement<br>to disclose third party director and nominee compensation set forth in Rule 5250(b)(3), and the requirement to distribute annual and interim<br>reports set forth in Rule 5250(d), provided, however, that such a Company shall: comply with the Notification of Noncompliance requirement<br>(Rule 5625), the Voting Rights requirement (Rule 5640), have an audit committee that satisfies Rule 5605(c)(3), and ensure that such audit<br>committee's members meet the independence requirement in Rule 5605(c)(2)(A)(ii) and that Nasdaq Information Memorandum IM-5615-3 provides<br>that a Foreign Private Issuer that elects to follow country practice in lieu of a requirement of Rules 5600, 5250(b)(3) or 5250(d) shall<br>submit to Nasdaq a written statement from an independent counsel in such company's home country certifying that the company's practices<br>are not prohibited by the home country's laws.
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Based on the above, we can confirm that:

1.	the Company is incorporated as a BVI business company in the British Virgin Islands; and

2.	the Company's practice of following the provisions of the laws of the British Virgin Islands and its memorandum<br>and articles of association in lieu of the Nasdaq Stock Market Marketplace Rules noted above is not prohibited under any statutory legal<br>provision of the British Virgin Islands.

For the purpose of this analysis, we have examined the BVI Business Companies Act (as amended), the memorandum and articles of association dated 8 September 2020 as currently registered by the Registrar of Corporate Affairs in the British Virgin Islands and such other legislation of the British Virgin Islands as we deemed necessary or relevant which are in force on the date of this letter.

This letter relates only as to matters of British Virgin Islands law and we express no views in relation to the laws of any jurisdiction other than those of the British Virgin Islands. Specifically, we have made no independent investigation of the United States law or the Nasdaq Stock Market Marketplace Rules and we have assumed that there is nothing under any other law or regulation that would affect or vary the above statements.

This letter is addressed to and for the benefit solely of the addressee and may not be relied upon by any other person for any purpose, nor may it be transmitted or disclosed (in whole or in part) to any other person without our prior written consent.

Yours faithfully

/s/ Maples and Calder

Maples and Calder