EZGO Technologies Ltd.

Potential Effects

The Amended and Restated Memorandum and Articles of Association will be effective from the date of registration by the Registrar of Corporate Affairs in the British Virgin Islands.

The proposed Adoption of Amended And Restated Memorandum and Articles of Association will not change the number of issued and outstanding Ordinary Shares or affect the validity or transferability of share certificates outstanding or the trading of the Company’s shares on the Nasdaq Capital Market.

Proposal Two, if approved and adopted, will result in the Super Voting Share Structure, which has the effect of concentrating voting power with the holders of Preferred Shares, which will limit the ability of holders of Ordinary Shares to influence the outcome of important transactions, including a change in control, a merger and future amendments to the memorandum and articles of association of the Company.

Our amended and restated memorandum and articles of association do not prohibit us from issuing additional Preferred Shares, and any future issuances of Preferred Shares or securities convertible into Preferred Shares will have a dilutive effect on our earnings per share, book value per share, and the voting power and interest of current holders of ordinary shares. Under our amended and restated memorandum and articles of association, Preferred Shares may be issued by the Directors without the need for shareholder approval. In addition, the availability of additional Preferred Shares for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. As a result of the Super Voting Share Structure and the potential future concentration of ownership, holders of Preferred Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors, amendments to the memorandum and articles of association that are subject to a shareholder vote and other significant corporate actions and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated voting power may have the ultimate effect of delaying, preventing or deterring a change in control of our Company (including a merger or by way of future amendments to the memorandum and articles of association of the Company), could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company and might ultimately materially and adversely

affect the market price of our Ordinary Shares. This concentrated control may also prevent or discourage unsolicited acquisition proposals or offers for our shares that other shareholders may feel are in their best interest. As a result, such concentrated control may adversely affect the market price of our Ordinary Shares.

Furthermore, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the Super Voting Share Structure may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could result in a less active trading market for our Ordinary Shares and also adversely affect the value of our Ordinary Shares.

The affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Meeting is required to approval this Proposal. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this Proposal. Abstentions and broker non-votes, if any, will not be counted as votes cast and will not affect the outcome of this Proposal, although they will be counted for purposes of determining whether there is a quorum present.