Contract analysis

I. Introduction Calderwood & Harkness LLP acts as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, with its registered seat in Munich, Germany (Commercial Register No. HRB 217458, registered with the Amtsgericht München) ("Halcyon" or the "Company"), in connection with the Registra

II. Description of the Offering The Registration Statement relates to the Offering of up to 21,400,000 ADSs (the "Base Offering"), as follows: (a) 15,000,000 ADSs (representing 30,000,000 newly issued Ordinary Shares) to be offered and sold by the Company in a primary offering (the "Primary Offering"); (b) 4,250,000 ADSs (representing 8,500,000 Ordinary Shares) to be offered and sold by Rheintal Industrieholding GmbH

III. Request for Acceleration of Effectiveness Pursuant to Rule 461 under the Securities Act, the Company and the undersigned, on behalf of the Company, respectfully request that the Commission accelerate the effective date of the Registration Statement so that the Registration Statement shall be declared effective at 4:00 p.m. Eastern Time on Monday, June 22, 2026, or at such earlier or later time on that date as th

IV. Distribution of Preliminary Prospectus In connection with the request for acceleration of the effective date of the Registration Statement, we hereby confirm the following with respect to the distribution of the preliminary prospectus: (a) A sufficient number of copies of the preliminary prospectus included in the Registration Statement (as most recently amended) have been distributed to all members of the underw

V. Tandy Representations In connection with the filing of the Registration Statement and this request for acceleration of the effective date thereof, the Company acknowledges and agrees to the following representations (collectively, the "Tandy Representations"): (A) Responsibility for Adequacy and Accuracy of Disclosure. The Company is responsible for the adequacy and accuracy of the disclosure in the Registration S

VI. Representations Regarding Pending Matters In further support of this request for acceleration, we confirm the following, to the knowledge of the undersigned after reasonable inquiry of the Company and its management: (a) All comments previously received from the Staff of the Division of Corporation Finance with respect to the Registration Statement have been fully addressed in the amendments to the Registration S

VII. Rule 430A Reliance The Company intends to rely on Rule 430A under the Securities Act for the omission from the prospectus included in the Registration Statement at the time of effectiveness of certain pricing-related information, including, without limitation, the final public offering price per ADS, the underwriting discounts and commissions, the net proceeds to the Company and the Selling Shareholders, and oth

VIII. Concurrent Registration on Form F-6 As noted above, Meridian Trust Company, N.A., as Depositary, has filed or will file a Registration Statement on Form F-6 (File No. 333-\\\\\\) with the Commission for the registration under the Securities Act of the ADSs issuable under the Deposit Agreement. The Form F-6 Registration Statement is a necessary prerequisite to the issuance of the ADSs in connection with the Offe

IX. Contact Information All communications regarding this request for acceleration, the Registration Statement, or any other matters relating to the Offering should be directed to the following persons at Calderwood & Harkness LLP: Vivienne St. Claire, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, New York 10006 Telephone: (212) 558-\\\\ Email: vstclaire@calderwoodharkness.com Claire Demps

X. Closing We respectfully request your assistance in this matter and thank you for your consideration. Please do not hesitate to contact us at the telephone numbers or email addresses listed above if you have any questions or require any additional information in connection with this request. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Vivienne St. Claire Partner

XI. Acknowledgment and Consent of Registrant Halcyon Semiconductor Aktiengesellschaft hereby joins in the foregoing request for acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-\\\\\\) and hereby acknowledges and agrees to the Tandy Representations set forth in Section V of this letter. The Company has reviewed this letter and the representations contained herein and confirms

XII. Acknowledgment and Consent of Selling Shareholders Each of the undersigned Selling Shareholders hereby joins in the foregoing request for acceleration of the effective date of the Registration Statement on Form F-1 (File No. 333-\\\\\\) with respect to the ADSs (and underlying Ordinary Shares) being offered by such Selling Shareholder and hereby acknowledges and agrees to the Tandy Representations set forth in S

XIII. Distribution cc (via electronic mail): Dr. Friedrich Wendt, Chief Executive Officer, Halcyon Semiconductor Aktiengesellschaft Katarina Dalmqvist, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft Wilhelm Ostermann, General Counsel, Halcyon Semiconductor Aktiengesellschaft Robert Adeyemi, Partner, Calderwood & Harkness LLP Martin Ashford, Partner, Varen & Kessler LLP (counsel to the underwriters)

XIV. Enclosures Enclosures: None. This letter is being transmitted electronically via the Commission's EDGAR system as a correspondence filing. No physical copies are being submitted. Calderwood & Harkness LLP — C&H Matter No. 1032-00003 (internal reference only; not included in SEC submission)