Contract analysis

I. Introduction and Purpose We are Calderwood & Harkness LLP, acting as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or the "Issuer"), a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany and registered in Munich, Bavaria (Commercial Register (Handelsregister) No. HRB 217458, maintained at th

II. Description of the Company Halcyon Semiconductor AG is a publicly listed German semiconductor company whose ordinary shares (no par value (Stammaktien ohne Nennbetrag)) are currently admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment under the ticker symbol "HCY" (FRA: HCY). The Company's registered office and

III. Description of the Proposed Offering The Company proposes to conduct an initial public offering in the United States of ADSs, each of which will represent two (2) ordinary shares (Stammaktien) of the Company (the "ADS Ratio" of 1 ADS to 2 ordinary shares). The offering (the "Offering") will be conducted through the establishment of a Level III American Depositary Receipt ("ADR") program, pursuant to which the AD

IV. Underwriting Syndicate The Offering will be managed by the following syndicate of underwriters: The aggregate underwriting discount (gross spread) is expected to be 3.50% of the gross proceeds of the Offering. The allocation of the gross spread among the members of the underwriting syndicate will be determined by agreement among the underwriters at or prior to the time of pricing. Westbridge Securities LLC will a

V. Basis for Confidential Submission The Company is eligible to submit the Draft Registration Statement on a confidential, non-public basis pursuant to Section 6(e) of the Securities Act, as added by the JOBS Act. As the Staff is aware, effective as of the Commission's 2017 policy expansion (announced June 29, 2017) and subsequently codified in Regulation S-K Item 1601, the Division of Corporation Finance extended th

VI. Contents of the Submission Enclosed herewith is the Draft Registration Statement on Form F-1, together with all exhibits thereto in their current form. The Draft Registration Statement includes the following principal sections and items: • Prospectus cover page and prospectus summary • Risk factors • Use of proceeds • Capitalization and dilution • Selected consolidated financial data • Management's discussion and

VII. Foreign Private Issuer Status The Company hereby confirms that it qualifies as a "foreign private issuer" within the meaning of Rule 3b-4 under the Exchange Act. Specifically: (a) More than 50% of the Company's outstanding voting securities are directly or indirectly owned of record by non-residents of the United States as of the most recent practicable date prior to this submission; and (b) The Company does not

VIII. Concurrent Form F-6 Filing In connection with the establishment of the ADR program and the registration of the ADSs, the Company and Meridian Trust Company, N.A. (acting as the Depositary) intend to file a separate Registration Statement on Form F-6 under the Securities Act to register the ADSs evidenced by American Depositary Receipts issued thereunder. The Form F-6 is expected to be filed publicly with the Co

IX. Advisors and Counsel The following advisors and counsel are engaged in connection with the proposed Offering: US Securities Counsel to the Company: Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Responsible Partner: Vivienne St. Claire C&H Matter Number: 1032-00003 German Counsel to the Company: Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB Bockenheimer Landstraße 20 60323 Fr

X. Request for Confidential Treatment The Company respectfully requests that this Draft Registration Statement, this cover letter, and all correspondence between the Staff and the Company (and its counsel) relating to the Draft Registration Statement be maintained on a confidential, non-public basis in accordance with Section 6(e) of the Securities Act and the applicable guidance of the Staff of the Division of Corpo

XI. Anticipated Timeline The Company and its advisors currently anticipate the following indicative timeline for the proposed Offering, which remains subject to change based on the Staff's review and other factors: The foregoing timeline is indicative and is provided for the Staff's convenience in scheduling its review. The Company understands that the timing of the Staff's review and any comment process is at the St

XII. Key Contact Information for SEC Correspondence All correspondence from the Staff in connection with the review of the Draft Registration Statement, including any comment letters, should be directed to the following: Vivienne St. Claire, Partner Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4127 Email: vstclaire@calderwoodharkness.com With a copy to: Wilhelm Oster

XIII. SEC CIK Number and EDGAR Filing Information The Company's SEC Central Index Key ("CIK") number has not yet been assigned, as the Company has not previously filed any documents with the Commission on the EDGAR system. The Company has submitted the required CIK application (Form ID) to the Commission's EDGAR Filer Management system in advance of this submission and expects to receive its CIK number in due course.

XIV. Representations The Company acknowledges the following: (a) This confidential submission does not constitute a "filed" registration statement under the Securities Act. The Draft Registration Statement will not be deemed filed with the Commission or effective until it is publicly filed on the EDGAR system and subsequently declared effective by the Commission or becomes effective pursuant to Section 8 of the Secur

XV. Closing We appreciate the Staff's time and attention in reviewing this confidential submission and the enclosed Draft Registration Statement. The Company and Calderwood & Harkness LLP are available to discuss any questions or comments that the Staff may have at the Staff's earliest convenience. We are committed to working cooperatively with the Staff to address any comments promptly and to advance the review proc

1. Draft Registration Statement on Form F-1 (including all exhibits in draft form)

2. Draft Prospectus (included as Part I of the Draft Registration Statement)

3. Exhibits Index (listing all exhibits to be filed with the Registration Statement, noting those exhibits currently in draft form and those to be filed by subsequent amendment) Role | Firm | Address Lead Left Bookrunner and Representative of the Underwriters | Westbridge Securities LLC | 383 Madison Avenue, New York, NY 10179 Joint Bookrunner | Pinnacle Morgan & Co., Inc. | 200 Park Avenue, New York, NY 10166 Joint