EZGO Dumps VIE Structure, Navigates China Regulatory Minefield

TL;DR

**EZGO's ditching of its VIE is a bold, necessary move to de-risk, but China's regulatory landscape and HFCAA still loom large, making it a speculative play.**

AI Summary

EZGO Technologies Ltd. (EZGO) filed its 20-F for the fiscal year ended September 30, 2025, revealing a significant corporate restructuring. The company disposed of its Variable Interest Entity (VIE) and its subsidiaries on March 30, 2025, formally terminating all VIE agreements on September 25, 2025. This change means EZGO now controls its operating subsidiaries through direct equity ownership, moving away from the complex contractual arrangements that previously governed a portion of its operations in China. As a British Virgin Islands holding company, EZGO's shareholders now hold equity interests solely in the BVI entity, not directly in the PRC operating subsidiaries. The filing highlights ongoing risks related to operating in China, including potential regulatory changes by the PRC government and the implications of the Holding Foreign Companies Accountable Act (HFCAA). While EZGO's current auditor, HTL International, LLC, has not been inspected by the PCAOB, the PCAOB announced on December 15, 2022, that it secured complete access to inspect audit firms in mainland China and Hong Kong for 2022, vacating prior determinations. The company also noted new Overseas Listing Regulations from the CSRC, effective March 31, 2023, which may impose additional compliance requirements for future overseas securities offerings.

Why It Matters

EZGO's complete unwinding of its VIE structure on September 25, 2025, fundamentally alters its operational and legal framework, potentially reducing regulatory uncertainty for investors concerned about the enforceability of VIE agreements in China. However, this shift doesn't eliminate all risks, as the company remains subject to evolving PRC laws and the scrutiny of the HFCAA, which could still lead to delisting if PCAOB inspections falter. For employees and customers, the direct equity ownership structure could imply greater stability, but the broader market will watch how this new structure impacts EZGO's competitive standing against other Chinese companies still utilizing VIEs or those with more straightforward corporate governance. The move could set a precedent for other BVI-incorporated, China-operating companies.

Risk Assessment

Risk Level: high — The risk level is high due to the inherent uncertainties of operating in China, including potential unannounced regulatory actions by the PRC government that could materially affect EZGO's business, as stated on page 2. Furthermore, the company faces ongoing delisting risk under the HFCAA, as its current auditor, HTL International, LLC, has not yet been inspected by the PCAOB, and the HFCAA now requires delisting after two consecutive years of non-inspection, as noted on page 2.

Analyst Insight

Investors should closely monitor EZGO's compliance with the new CSRC Overseas Listing Regulations and the PCAOB's ongoing ability to inspect its auditor. Given the high regulatory and delisting risks, a cautious approach is warranted, and investors should consider the potential for significant volatility in EZGO's Ordinary Shares.

Key Numbers

• 18,300,706 — Ordinary shares outstanding (As of September 30, 2025, before 1-for-25 reverse share split)
• $0.04 — Par value per ordinary share (As of September 30, 2025, before change in par value)
• 2025-03-30 — Date of board approval for VIE disposal (Marks a key step in corporate restructuring)
• 2025-09-25 — Date of formal VIE termination (Signifies the complete unwinding of the VIE structure)
• 2025-11-21 — Effective date of 1-for-25 reverse share split (Impacts the number of outstanding shares post-fiscal year)
• 2025-09-30 — Fiscal year end date (Reporting period for this 20-F filing)
• 7.1190 — RMB to $1.00 exchange rate (As of September 30, 2025, announced by People's Bank of China)
• 2 — Consecutive years for HFCAA delisting (Amended requirement for PCAOB non-inspection, down from three)
• 2023-03-31 — Effective date of Overseas Listing Regulations (New CSRC rules impacting overseas listings)
• 3 — Working days for CSRC filing (Required after initial public offering application or first issuance in phased distribution)

Key Players & Entities

• EZGO Technologies Ltd. (company) — Registrant, British Virgin Islands holding company
• Jianhui Ye (person) — Company Contact Person
• Nasdaq Capital Market (regulator) — Exchange where EZGO Ordinary Shares are registered
• Jiangsu EZGO Electronic Technologies Co., Ltd. (company) — Former Variable Interest Entity (VIE)
• Public Company Accounting Oversight Board (regulator) — PCAOB, responsible for inspecting auditors
• China Securities Regulatory Commission (regulator) — CSRC, PRC regulatory authority
• HTL International, LLC (company) — EZGO's current auditor
• Wei, Wei & Co., LLP (company) — EZGO's former auditor
• AllBright Law Offices (Fuzhou) (company) — EZGO's PRC counsel
• People's Bank of China (regulator) — Announced RMB exchange rate

FAQ

Risk Factors

• VIE Structure Termination and Ongoing PRC Regulatory Risks [high — regulatory]: EZGO has terminated its Variable Interest Entity (VIE) structure, moving to direct equity ownership of its PRC subsidiaries. While this addresses past structural concerns, it does not eliminate ongoing risks associated with operating in China, including potential adverse regulatory changes by the PRC government and compliance with new Overseas Listing Regulations from the CSRC effective March 31, 2023.
• HFCAA Delisting Risk [medium — regulatory]: The Holding Foreign Companies Accountable Act (HFCAA) poses a delisting risk if the Public Company Accounting Oversight Board (PCAOB) cannot inspect EZGO's auditor. Although the PCAOB secured access to inspect audit firms in mainland China and Hong Kong for 2022, the amended requirement for PCAOB non-inspection is now two consecutive years, maintaining a potential delisting threat.
• Dependence on PRC Operations [medium — operational]: As a British Virgin Islands holding company, EZGO's operations are primarily conducted through its subsidiaries in the People's Republic of China. This geographical concentration exposes the company to risks inherent in the Chinese market, including economic volatility, supply chain disruptions, and geopolitical tensions.
• Foreign Exchange Rate Fluctuations [low — financial]: EZGO's financial results are reported in U.S. dollars, but its operations are in China, generating revenue in RMB. The exchange rate between RMB and USD, which was 7.1190 RMB to $1.00 as of September 30, 2025, can fluctuate, impacting the reported financial performance and the conversion of RMB-denominated assets and liabilities.
• Uncertainty of Contractual Arrangements [medium — legal]: Prior to the VIE termination, the contractual arrangements that provided EZGO with control over its VIE operations had not been tested in a court of law. While the VIE structure is now dissolved, the historical reliance on such arrangements highlights a past exposure to legal uncertainties in the PRC.

Industry Context

EZGO operates within the technology sector, likely focusing on electronic technologies as indicated by its former VIE name. The competitive landscape in China's technology industry is dynamic and highly competitive, characterized by rapid innovation, significant government support, and increasing regulatory scrutiny. Companies in this space often face challenges related to intellectual property protection, talent acquisition, and navigating complex domestic and international market dynamics.

Regulatory Implications

The termination of the VIE structure is a significant step to mitigate regulatory risks associated with contractual arrangements. However, EZGO remains subject to PRC regulations, including new Overseas Listing Regulations, and U.S. regulations like the HFCAA, which continue to pose compliance challenges and potential delisting risks.

What Investors Should Do

1. Monitor PCAOB inspection developments and auditor compliance.
2. Evaluate the impact of the VIE termination on operational efficiency and financial reporting.
3. Assess the compliance burden of new CSRC Overseas Listing Regulations.

Key Dates

• 2025-03-30: Board approval for VIE disposal — Marked the initial decision to move away from the VIE structure, a significant corporate restructuring step.
• 2025-09-25: Formal VIE termination — Signified the complete unwinding of the VIE structure, transitioning to direct equity ownership of subsidiaries.
• 2025-09-30: Fiscal year end date — The reporting period for the 20-F filing, reflecting the company's financial position and operational status.
• 2025-11-21: Effective date of 1-for-25 reverse share split — Impacts the number of outstanding shares post-fiscal year, potentially affecting per-share metrics and market perception.
• 2023-03-31: Effective date of Overseas Listing Regulations — Introduced new CSRC rules that may impose additional compliance requirements for EZGO's future overseas securities offerings.

Glossary

Variable Interest Entity (VIE)

A structure used by Chinese companies to bypass foreign ownership restrictions in certain industries, where a foreign-invested enterprise holds contractual control over a domestic entity without direct equity ownership. (EZGO has formally terminated its VIE structure, moving to direct equity ownership, which addresses past structural risks but introduces new compliance considerations.)

Holding Foreign Companies Accountable Act (HFCAA)

A U.S. law that can lead to the delisting of foreign companies from U.S. stock exchanges if their auditors are not subject to inspection by the Public Company Accounting Oversight Board (PCAOB) for three consecutive years (now amended to two). (EZGO faces potential delisting risk if its auditor is not inspected by the PCAOB, although recent developments have improved access for PCAOB inspections in China and Hong Kong.)

Overseas Listing Regulations

New regulations issued by the China Securities Regulatory Commission (CSRC) that govern Chinese companies seeking to list their securities overseas. (These regulations, effective March 31, 2023, may impose additional compliance burdens and requirements on EZGO for any future overseas offerings.)

British Virgin Islands (BVI) business company

A company incorporated in the British Virgin Islands, often used as a holding company structure for international businesses due to its tax and regulatory framework. (EZGO is incorporated in the BVI, meaning it is a holding company with no material operations of its own, and its shareholders hold equity in the BVI entity, not directly in the PRC operating subsidiaries.)

Year-Over-Year Comparison

This 20-F filing marks a significant structural change for EZGO with the termination of its VIE structure, a move that was approved on March 30, 2025, and finalized on September 25, 2025. While specific financial comparisons to the prior year's filing are not detailed in the provided text, this restructuring is the primary focus, indicating a shift from contractual control to direct equity ownership of its PRC operations. The filing also highlights ongoing regulatory risks, including potential HFCAA delisting and new CSRC Overseas Listing Regulations, which are critical considerations for investors comparing EZGO's current risk profile to previous periods.

Key Financial Figures

• $1.00 — People's Bank of China was RMB7.1190 to $1.00. Investing in EZGO's securities is hig

Filing Documents

• ea0270795-20f_ezgotech.htm (20-F) — 3389KB
• ea027079501ex2-1_ezgotech.htm (EX-2.1) — 88KB
• ea027079501ex8-1_ezgotech.htm (EX-8.1) — 4KB
• ea027079501ex12-1_ezgotech.htm (EX-12.1) — 10KB
• ea027079501ex12-2_ezgotech.htm (EX-12.2) — 9KB
• ea027079501ex13-1_ezgotech.htm (EX-13.1) — 3KB
• ea027079501ex13-2_ezgotech.htm (EX-13.2) — 4KB
• ea027079501ex15-1_ezgotech.htm (EX-15.1) — 2KB
• ea027079501ex15-2_ezgotech.htm (EX-15.2) — 3KB
• ea027079501ex15-3_ezgotech.htm (EX-15.3) — 6KB
• image_001.jpg (GRAPHIC) — 51KB
• image_002.jpg (GRAPHIC) — 23KB
• image_003.jpg (GRAPHIC) — 5KB
• image_004.jpg (GRAPHIC) — 5KB
• image_005.jpg (GRAPHIC) — 7KB
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• image_007.jpg (GRAPHIC) — 2KB
• image_008.jpg (GRAPHIC) — 19KB
• image_009.jpg (GRAPHIC) — 28KB
• ex15-3_001.jpg (GRAPHIC) — 14KB
• 0001213900-25-126219.txt ( ) — 16175KB
• ezgo-20250930.xsd (EX-101.SCH) — 142KB
• ezgo-20250930_cal.xml (EX-101.CAL) — 128KB
• ezgo-20250930_def.xml (EX-101.DEF) — 614KB
• ezgo-20250930_lab.xml (EX-101.LAB) — 1115KB
• ezgo-20250930_pre.xml (EX-101.PRE) — 637KB
• ea0270795-20f_ezgotech_htm.xml (XML) — 2440KB

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 128 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 128 PART II 129 Item 13. Defaults, Dividend Arrearages and Delinquencies 129 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 129 Item 15.

Controls and Procedures

Controls and Procedures 129 Item 16. [Reserved] 130 Item 16A. Audit Committee Financial Expert 130 Item 16B. Code of Ethics 131 Item 16C. Principal Accountant Fees and Services 131 Item 16D. Exemptions from the Listing Standards for Audit Committees 131 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 131 Item 16F. Change in Registrant's Certifying Accountant 132 Item 16G. Corporate Governance 133 Item 16H. Mine Safety Disclosure 133 Item 16I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 133 Item 16J Insider Trading Policies 133 Item 16K Cybersecurity 133 PART III 134 Item 17.

Financial Statements

Financial Statements 134 Item 18.

Financial Statements

Financial Statements 134 Item 19. Exhibits 134 i PART I CERTAIN INFORMATION In this annual report on Form 20-F, unless otherwise indicated, "EZGO" refers to EZGO Technologies Ltd., a British Virgin Islands business company; "we," "us," "our," "our company," the "Company" or similar terms refer to EZGO Technologies Ltd. and/or its consolidated subsidiaries, unless the context otherwise indicates. Prior to 2025, certain operations were conducted through a variable interest entity ("VIE"), Jiangsu EZGO Electronic Technologies Co., Ltd. (formerly Jiangsu Baozhe Electric Technologies Co., Ltd.), a PRC company. As used throughout this annual report, "VIE Agreements" refers to the contractual arrangements among the Company's wholly foreign-owned enterprise, the variable interest entity and its equity holders that provided the Company with control over the operations and economic benefits of the variable interest entity without direct equity ownership. In 2025, EZGO materially changed its corporate structure and the board approved the disposal of the VIE and its subsidiaries on March 30, 2025, and the contractual arrangements comprising the VIE structure were formally terminated by a termination agreement between Changzhou EZGO, the VIE and the VIE shareholders on September 25, 2025. As of the date of this annual report, EZGO no longer employs a VIE structure and controls its operating subsidiaries through equity ownership. Unless the context indicates otherwise, all references to "China" and the "PRC" refer to the People's Republic of China, including Hong Kong and Macau. The term "Chinese" has a correlative meaning for the purpose of this annual report. All references to "Renminbi" or "RMB" are to the legal currency of China and all references to "U.S. dollars," "dollars," "US$" and "$" are to the legal currency of the United States of America (the "United States"). We make no representation that the Renminbi or U.S. dollar amounts referred to in this annual

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