Shanghai Xizhi Technology Co., Ltd.

Prospectus Date: April 20, 2026

Shanghai Xizhi Technology’s Landmark Hong Kong IPO: Deep Dive into China’s Specialist Photonics Innovator

Shanghai Xizhi Technology Co., Ltd. (“Xizhi Technology”, IPO symbol undisclosed) is launching a highly anticipated IPO on the Main Board of the Hong Kong Stock Exchange, targeting investors eager for exposure to China’s cutting-edge optical interconnect and optical computing sector. As a Specialist Technology Company under Chapter 18C, Xizhi Technology’s debut is set against a backdrop of rapid AI industry evolution, robust cornerstone demand, and significant institutional participation.

IPO Snapshot: Key Terms, Offer Size, Pricing, and Structure

Xizhi Technology is offering a total of 13,795,215 H Shares, representing approximately 15% of its enlarged share capital upon listing. The IPO comprises an initial Hong Kong Public Offering of 689,775 H Shares (subject to reallocation), and an International Offering of 13,105,440 H Shares (subject to reallocation and an Over-allotment Option of up to 2,069,280 additional H Shares, or 15% of initial offer size). The indicative offer price range is HK\$166.6 to HK\$183.2 per H Share, with the final price to be determined by the Overall Coordinators and the Company on or before April 24, 2026. The total offer size at the mid-point is estimated to be over HK\$2.4 billion.

Use of proceeds: The Company aims to use the IPO proceeds primarily for research and development, business expansion, and working capital, highlighting a clear growth-driven story rather than deleveraging. Over 65% of prior pre-IPO funds were deployed in core business growth and R&D [[127]]. The estimated IPO proceeds are expected to provide approximately 64 months of cash runway, demonstrating robust funding for future expansion [[281]].

Placement, Cornerstone, and Public Participation

The IPO features a diversified placement structure:

• Public Offering: 689,775 H Shares (subject to reallocation).
• International Offering: 13,105,440 H Shares (subject to reallocation and Over-allotment Option).
• Cornerstone Investors: 13 global and regional names have committed, including Alibaba Investment, GIC, Baillie Gifford, BlackRock, Fidelity International, Schroders, Temasek, CM Shanghai Fund, HHLRA Funds, UBS AM, 3W Fund, Aspex, and others. Cornerstone tranches account for a material portion of the IPO, with Alibaba leading at HK\$203.7 million. Existing minority shareholders, such as Shanghai CM Digital Transformation Investment Fund and CICC FT, are also participating as cornerstone investors, under waivers approved by the Stock Exchange [[241]], [[85]], [[86]].

Employee Allocation/ESOP: The company operates a Pre-IPO RSU Plan, with share awards held via ESOP platforms [[405]].

Investor Participation, Book Quality, and Subscription Metrics

Cornerstone tranches were strongly subscribed by blue-chip global funds, sovereign wealth funds, and prominent regional investors. While retail and institutional oversubscription rates are not explicitly provided, the Company’s ability to secure such a roster suggests significant institutional demand and is a positive indicator for first-day trading. There are no disclosed pre-listing disposals by major shareholders, and all pre-IPO investors are subject to a one-year lock-up [[127]].

The book quality, inferred from the presence of world-class anchor investors and the agreed cornerstone allocations, points to robust demand and suggests support for a strong opening performance.

Deal Parties, Underwriting, and Syndicate Structure

The IPO is led by a consortium of leading global and Chinese investment banks:

• Joint Sponsors: China International Capital Corporation Hong Kong Securities Limited, Haitong International Capital Limited, and Haitong International Securities Company Limited.
• Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers: All major roles are filled by the above sponsors and underwriters [[2]], [[40]].
• Underwriters: The Hong Kong Public Offering is fully underwritten; the International Offering is expected to be fully underwritten via an International Underwriting Agreement [[79]].

Stabilization/Greenshoe: The IPO includes a 15% Over-allotment Option (up to 2,069,280 H Shares), exercisable within 30 days of the close of the public offer. This mechanism is expected to support post-listing trading stability, as is standard for major Hong Kong listings [[42]], [[296]].

Company Overview: Business Model, Products, and Market Position

Shanghai Xizhi Technology is a specialist in photonic computing and advanced optical interconnect solutions. The company’s integrated architecture includes hardware, component-level delivery, proprietary software, intelligent management, simulation, and turnkey system solutions.

Revenue Streams & Monetization: Xizhi monetizes via sales of high-performance optical interconnect modules and, prospectively, optical computing products (such as the PACE photonic processor and LightSphere X platform). The target customers are leading data centers, AI infrastructure providers, and advanced industrial users (geographically focused in PRC with ambitions for overseas expansion) [[25]], [[133]].

Industry Position & Market: The company operates in the rapidly growing AI, photonics, and data center infrastructure sector. The Frost & Sullivan Report (commissioned by the company) highlights surging global demand for high-speed, energy-efficient interconnects and AI-accelerated computation. Market size and share figures are not specifically disclosed, but the company’s rapid growth and blue-chip customer wins are emphasized [[96]], [[25]].

Financial Health: Revenue, Margins, and Cash Flow

The company has not paid dividends historically and does not expect to do so in the near term, given its pre-commercial, high-growth profile and negative retained earnings of RMB4.25 billion as of December 31, 2025. No dividend yield is projected [[281]], [[31]], [[405]].

Management Team, Ownership, and Competitive Advantages

The company’s founder, Dr. Shen, is the key decision-maker, supported by a concert party agreement with major ESOP platforms, giving him ultimate authority in board matters when consensus is lacking. The Board and management team bring extensive experience in advanced photonics, AI hardware, and commercialization [[26]], [[203]].

Competitive advantages are rooted in proprietary technology, deep R&D, and early commercialization of optical interconnects, with a focus on large-scale deployment and design-in penetration in customer systems.

Industry Trends, IPO Timing, and Market Environment

The listing comes at a time of surging demand for AI infrastructure, with global and Chinese data center expansion driving adoption of advanced optical interconnect and computing solutions. The Company’s mass production of optical interconnects began in 2024, and new product launches (PACE photonic processor, LightSphere X) are slated for the near-term [[126]].

IPO offer period opens April 20, 2026, and closes April 23, 2026, with trading expected to commence April 28, 2026. The offering window and listing date were selected to capture peak market attention amid strong sectoral tailwinds and a supportive regulatory environment for specialist tech listings [[5]], [[6]].

Economic headwinds and volatility are noted as risks, but the company highlights strong macro demand drivers and government policy support for advanced AI and photonics technology sectors.

Key Risk Factors: What Investors Must Know

Investors should be aware of significant risks, including:

• Early-stage commercialization: Optical interconnects entered mass production only in 2024; optical computing products are not yet mass produced.
• Consistent net losses and negative operating cash flow.
• Dependence on external funding: High risk of corporate failure if unable to secure additional capital or generate sufficient revenue post-listing.
• Valuation risk: As a Specialist Technology Company, shares are likely to be volatile and challenging to value.
• Key person risk: Reliance on Dr. Shen and core R&D talent.
• Customer demand estimation: Failure to accurately forecast demand could lead to operational inefficiencies.

All special rights of pre-IPO investors (liquidation, redemption, anti-dilution) will terminate upon listing [[52]], [[25]], [[127]], [[31]].

Growth Strategy and Expansion Plans

Xizhi Technology’s growth strategy is centered on aggressive R&D, commercialization of next-generation optical computing, and international expansion. Key initiatives include:

• Accelerating mass production and market penetration of high-speed optical interconnects.
• Launching the PACE 2 photonic processor and LightSphere X platform in 2025.
• Continued investment in R&D and organizational capacity to achieve “Commercial Company” status by 2027, targeting the revenue threshold in Rule 18C.03(4) [[198]].

Management expects to leverage its core technology and customer relationships to drive rapid scaling, but acknowledges considerable commercial and execution risks.

Ownership Structure, Lock-Ups, and Employee Incentives

Pre-IPO investors include a mix of domestic and international venture funds, ESOP platforms, and strategic corporates. Post-IPO, sophisticated independent investors will hold 26.19% of the share capital (assuming no exercise of the over-allotment option and full subscription by cornerstone investors). Dr. Shen, LightAI EIP, Mach C, and Youguang Zhiyuan act in concert as controlling parties [[134]].

Lock-ups:

• All pre-IPO shares are subject to a one-year lock-up from listing.
• Key persons (including Dr. Shen) and Pathfinder SIIs are restricted from selling for 24 months and 12 months, respectively, after listing.
• Cornerstone investors have a 6-month lock-up period.
• ESOP/employee awards are held via RSU platforms with vesting and clawback provisions [[291]], [[292]], [[293]].

Valuation and Peer Comparison

Valuation multiples for Xizhi Technology and peer companies are not disclosed in the prospectus; thus, no direct P/E, P/B, or EV/EBITDA comparison can be made here. However, the company’s 2025 gross margin (39.0%) and rapid revenue growth (76.7%) position it competitively within the specialist photonics and AI hardware sector.

Research Coverage and Analyst Opinions

No explicit research coverage, analyst targets, or consensus opinions are disclosed in the document.

Listing Outlook: First-Day Performance and Investment Case

This IPO demonstrates hallmarks of high institutional quality and robust underlying demand:

• Substantial cornerstone participation by global blue-chip investors.
• Full underwriter support, a stabilization facility, and a diversified investor base.
• Rapid revenue growth, albeit from a low base and with continued net losses.
• Exposure to a high-growth sector with powerful AI and data center industry tailwinds.

Risks remain elevated due to early-stage commercialization and the lack of profitability, but the combination of deep-pocketed institutional support and sector momentum suggests a strong likelihood of a positive first-day performance relative to the offer price range. Investors with high risk tolerance and a long-term outlook on China’s next-gen photonics and AI infrastructure sector may find this IPO compelling.

Further Information and How to Apply

Prospectus and company information are available at: www.hkexnews.hk and www.xztech.ai

How to Apply

Application for Hong Kong Offer Shares is fully electronic. Eligible investors may apply via:

• HK eIPO White Form service (www.hkeipo.hk) for physical H Share certificates: 9:00 a.m. April 20, 2026 – 11:30 a.m. April 23, 2026 (payment by noon April 23).
• HKSCC EIPO (through brokers/custodians that are HKSCC Participants via the FINI system) for electronic allocation into CCASS.

Minimum age 18 and Hong Kong address required for HK eIPO White Form applications.

For full eligibility and application details, visit www.hkeipo.hk or contact your broker or custodian.