Axera Semiconductor Co., Ltd.

Date of Prospectus: January 30, 2026

Axera Semiconductor IPO: Cornerstone-Backed Edge AI Leader Targets Growth with HK\$2.79 Billion Raise

Axera Semiconductor Co., Ltd. launches its highly anticipated initial public offering, aiming to secure a leading position in the AI inference SoC market. This comprehensive analysis covers every aspect of the IPO, including offer details, cornerstone investor participation, financial health, growth strategy, risk factors, and listing outlook, based strictly on disclosed information.

IPO Snapshot: Key Offer Details and Timetable

IPO symbol: Not disclosed
Offer Price: HK\$28.20 per H Share
Total Offer Size: HK\$2,790.1 million (net proceeds, assuming no exercise of Over-allotment Option)
Number of Shares Offered: 104,915,200 H Shares (initial allocation: 10,491,600 Hong Kong Public Offering; 94,423,600 International Offering)
Post-IPO Outstanding Shares: 587,760,481 Shares expected immediately after completion (assuming Over-allotment Option not exercised)
Offer Period: January 30, 2026 (9:00 a.m.) to February 5, 2026 (12:00 noon)
Listing Date: Expected February 10, 2026

Application Channels: Online via White Form eIPO at www.eipo.com.hk or electronically through HKSCC EIPO channel via FINI system (brokers/custodians).
Minimum Application: 100 H Shares and multiples thereof.

Prospectus Access: www.hkexnews.hk and www.axera-tech.com

Use of Proceeds: Growth-Driven Allocation Targets Platform, R&D, Expansion

Axera’s IPO proceeds signal a decisive growth strategy, with the majority earmarked for technology platform optimization and aggressive R&D:

• 60% (HK\$1,674.1 million): Optimization of existing platform-based technology architecture and introduction of new products over four years. Includes 40% (HK\$1,116.0 million) for platform/R&D team development, IP core expansion, and retention/incentivization of key personnel.
• 15% (HK\$418.5 million): Investment in new R&D projects to develop cutting-edge technologies broadening Axera’s product horizons.
• 5% (HK\$139.5 million): Sales expansion initiatives.
• 10% (HK\$279.0 million): Equity investments or acquisitions for deeper vertical integration (upstream/downstream industry resources).
• 10% (HK\$279.0 million): Working capital and general corporate purposes.

Listing expenses: Estimated at HK\$168.5 million, or 6.0% of net proceeds. Underwriting-related: HK\$109.6 million; non-underwriting: HK\$58.9 million (legal, accounting, other fees).

Placement Breakdown and Cornerstone Investor Participation

The IPO features robust cornerstone investor participation, with 13 named anchors subscribing for HK\$659 million+ of Offer Shares:

• Public Offering (Hong Kong): 10,491,600 H Shares
• International Offering: 94,423,600 H Shares (includes cornerstone tranche)
• Cornerstone Investors (examples): WILL Semiconductor Limited, Xin Ma Apparel International Limited, JSC International Investment Fund SPC, NGS Super Pty Limited, Desay SV Automotive Singapore Pte. Ltd., Factorial Master Fund, Hel Ved Master Fund, Valliance Asset Management Limited, Alphahill Capital Limited, Joyson Electronics Holdings Hong Kong Limited, Jupiter Global Master Fund Ltd., GRANITE ASIA IX VCC (GX ACCESS), Longhorn and CICC Financial Trading Limited.

Lock-up Period: All existing shareholders (including pre-IPO investors) are subject to a 12-month lock-up following listing, under PRC law.

Investor Participation and Book Quality

Cornerstone and institutional allocation comprises a substantial portion of the International Offering, with anchors including leading industry players and funds. Tranche allocations have not been disclosed in final form, but the presence of notable cornerstone names and sizeable commitments suggest strong book quality and confidence in the deal.

No explicit oversubscription metrics or retail/institutional subscription times have been disclosed. Pre-IPO investors are well represented, with special rights terminated at listing and full lock-up in place for 12 months post-listing.

Book quality, as evidenced by the cornerstone roster and allocation structure, indicates robust support and implies a favorable outlook for listing day performance.

Deal Parties and Structure

Joint Sponsors: China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Capital Limited, BOCOM International (Asia) Limited
Overall Coordinators: China International Capital Corporation Hong Kong Securities Limited, Guotai Junan Securities (Hong Kong) Limited, BOCOM International Securities Limited
Bookrunners: Same as above
Underwriters: Hong Kong Public Offering fully underwritten by Hong Kong Underwriters; International Offering fully underwritten by International Underwriters.
Underwriting Commission: 2.0% fixed fee, discretionary incentive fee up to 1.5%.
Stabilization/Over-allotment Option: Up to 15,737,200 additional H Shares (~15% of initial Offer Shares), exercisable by Overall Coordinators for 30 days post-offer.
Listing Supported By: Leading investment banks and deep anchor investor presence, supporting potential for orderly and strong listing day performance.

Company Overview: Business Model, Products, Industry Position

Axera Semiconductor Co., Ltd. is a provider of AI inference SoCs, focused on high-performance perception and computing platforms for edge and endpoint AI applications.

• Key Products/Services: AI inference SoCs, proprietary technology platform, IP core development, edge AI solutions.
• Monetization: Sale of SoC products and IP, R&D commercialization, strategic cooperation.
• Customer Segments: Device manufacturers, OEMs, enterprises in AI-driven verticals (exact segmentation not disclosed).
• Geographies: Primarily China, with international presence through cornerstone investors and global offering.

Industry/Sector Definition: AI inference SoCs for edge and endpoint applications; industry size and ranking figures not specifically disclosed.

Market Position/Competitive Advantages: Proprietary R&D platform, deep IP portfolio, vertical integration initiatives, strong anchor investor confidence.

Financial Health: Multi-Period Summary

Financial Resources: Sufficient to cover net cash flows used in operations and provide liquidity for expansion. Working capital deemed adequate.

Listing expenses charged to P&L during Track Record Period: RMB21.3 million (~HK\$23.7 million).

Management Team and Corporate Governance

Board of Directors: Names and roles disclosed in full prospectus.
Audit, Nomination, Remuneration Committees: In place.
PRC Legal Advisors: CM Law Firm.
Reporting Accountants: KPMG, Certified Public Accountants, Hong Kong.

Trends, Timing, and Market Environment

Sector Trends: High demand for edge AI inference, rapid R&D innovation, increasing vertical integration. Historical demand drivers include AI adoption in device manufacturing and endpoint computing.
Timing: Hong Kong Public Offering: January 30 to February 5, 2026. Listing Date: February 10, 2026.
Recent Developments: Major acquisition of Huatu IPs in August 2025, regulatory approvals completed, vertical integration strengthened.
Macro Environment: Economic, political, and regulatory conditions referenced as risk factors; government sources cited for industry data but not independently verified.
Market Conditions: Anchor demand, strong institutional participation, and regulatory waivers/exemptions support a favorable IPO environment.

Risk Factors

Material risks highlighted:

• Highly competitive industry: Failure to compete may materially and adversely affect business.
• R&D investment: Significant ongoing R&D spend may impact profitability (loss anticipated for 2025).
• Product development risk: Inability to introduce upgraded/new products may affect future competitiveness.
• Regulatory: Compliance with PRC and Hong Kong securities laws, reliance on government data.
• Dividend policy: No assurance of future dividends; payout subject to business performance and regulatory constraints.
• Other risks: FX, macro volatility, capital market trends, competition, IP protection, reliance on key personnel.

Growth Strategy: Expansion, R&D, M&A Pipeline

Axera’s growth story is rooted in:

• Platform Optimization: Major investment in proprietary technology and IP core expansion.
• Aggressive R&D: Commitment to new product cycles and platform capabilities.
• Sales Expansion: Targeted increases in sales capacity and geographic reach.
• Vertical Integration and M&A: 10% of proceeds reserved for equity investments/acquisitions to deepen supply chain and product portfolio.
• Human Capital: Significant allocation to recruitment, retention, and incentivization of core R&D staff.

Ownership and Lock-Up Structure

• Pre-IPO Investors: Detailed by financing rounds; all subject to 12-month lock-up.
• Promoter/Major Shareholder Holdings: Fully locked in for 12 months post-listing.
• Employee Incentive Scheme: Shares held for ESOP not included in post-IPO outstanding share count for adjusted net tangible asset calculations.
• Special Rights: Terminated at listing for Pre-IPO investors, reinstated only if listing fails or is withdrawn before 2027.

Valuation and Peer Comparison

Axera’s post-money valuation: HK\$16,574.8 million. P/E, EV/EBITDA, ROE, sector yield, and direct peer metrics are not disclosed in the document. No peer IPOs or sector 10-day performance data provided.

Research & Analyst Opinions

Reporting Accountants: KPMG. No analyst coverage, price targets, or formal opinions included in the prospectus.

IPO Allotment Result

Results of allocation: To be published at www.hkexnews.hk, www.axera-tech.com, and www.iporesults.com.hk (search by ID) no later than 11:00 p.m. on February 9, 2026. No breakdown by tranche or oversubscription figures disclosed.

Listing Outlook and Investor Recommendation

Based on disclosed factors, Axera Semiconductor’s IPO demonstrates:

• Strong cornerstone and institutional demand, indicating high investor confidence.
• Growth-driven use of proceeds focused on technology and expansion, rather than deleveraging.
• Favorable market environment with robust book quality and full underwriting support.
• Risks include ongoing losses, high R&D spend, and industry competition, but vertical integration and anchor support mitigate downside.

Inferred Outlook: The IPO appears well supported, with likely strong first-day performance and potential trading above the offer price, assuming continued demand and stable market conditions as observed in the prospectus.

How to Apply for Axera Semiconductor IPO

• Application Channels: Online via the White Form eIPO service (www.eipo.com.hk), or through HKSCC EIPO via broker/custodian (FINI system).
• Application Window: Opens January 30, 2026 (9:00 a.m.); closes February 5, 2026 (12:00 noon).
• Minimum Application: 100 H Shares in multiples thereof.
• Eligibility: Individual and corporate applicants; specific identity requirements apply.

Prospectus Access

Full details and application instructions available at www.hkexnews.hk and www.axera-tech.com