Contract analysis

I. Instructions for Use of This Template A. General Overview Purpose. This template provides the standard framework, drafting conventions, and quality-control workflow that Calderwood & Harkness LLP ("C&H") will use to prepare the response letters submitted on behalf of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") to the Staff of the Division of Corporation Finance (the "Staff") of the U.S. S

1. EDGAR Correspondence. The response letter will be filed via EDGAR under the submission type "CORRESP." The letter is not deemed publicly filed at the time of submission; however, the Staff ordinarily releases CORRESP filings publicly following the completion of its review and effectiveness (typically 20 business days thereafter). All drafters should prepare the response letter with that eventual public release in

2. CIK and File Number. Halcyon's EDGAR CIK is to be inserted upon assignment. The SEC File Number for the F-1 Registration Statement is 333-[Insert File Number]; the SEC File Number for the F-6 Registration Statement is 333-[Insert File Number].

3. EDGAR Filing Agent. C&H will coordinate with Merrill Corporation / DFIN (Donnelley Financial Solutions) as the EDGAR filing agent to ensure proper coding of the CORRESP submission and the concurrent Amendment No. [X] to the F-1 Registration Statement. Filing agent contact: [Insert primary filing agent name and phone].

4. Concurrent Amendment. The response letter should be filed simultaneously with, or shortly (no more than one hour) before, the filing of Amendment No. [X] to the F-1 Registration Statement. Filing the amendment first without the accompanying response creates a risk that the Staff will not associate the two filings promptly.

5. Confidential Treatment. If any portion of the response letter (or exhibits or supplemental materials) contains information for which the Company wishes to request confidential treatment under Rule 83, a separate confidential treatment request letter must be prepared and filed concurrently. Supplemental materials provided under Rule 418 should be marked "FOIA Confidential Treatment Requested" and delivered in hard

II. Response Letter — Formal Template The following pages contain the formal response letter template to be adapted for each round of comments. A. Letterhead and Addressee [CALDERWOOD & HARKNESS LLP LETTERHEAD] One Liberty Plaza, 42nd Floor New York, New York 10006 Tel: (212) [Insert] │ Fax: (212) [Insert] [Insert Date of Response Letter] VIA EDGAR (CORRESP) [Insert Name of Reviewing Staff Attorney], Esq. [Insert Nam

1. Cover Page and Prospectus Summary. Comment [1]. *[Insert full text of Staff comment in bold italics.]* Response: The Company respectfully acknowledges the Staff's comment and [has revised the disclosure on the cover page and pages [X]–[X] of the prospectus] / [respectfully advises the Staff that ...]. The revised disclosure now reads as follows: "<u>[Insert revised prospectus language, with new text underlined.]</

2. Risk Factors. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company acknowledges the Staff's comment. In response, the Company has revised the risk factor entitled "[Insert risk factor caption]" on page [X] of the prospectus to read as follows: "<u>[Insert revised risk factor language.]</u>" See page [X] of the prospectus included in Amendment No. [X]. [Guidance to drafters — co

3. Use of Proceeds. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company respectfully advises the Staff that the disclosure on pages [X]–[X] of the prospectus has been revised to provide additional specificity regarding the intended use of the net proceeds from the primary component of the offering. The Company estimates that the net proceeds to the Company from the sale of 13,750

4. Business Description. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company acknowledges the Staff's comment. In coordination with Halcyon management, the Company has revised the disclosure on pages [X]–[X] to [Insert description of revision]. The revised language reads as follows: "<u>[Insert revised language.]</u>" [Guidance to drafters — common business-section comment themes

5. Management and Executive Compensation. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company respectfully advises the Staff that [Insert response]. As disclosed on pages [X]–[X], the Company is governed by a two-tier board structure consisting of a Management Board (Vorstand) and a Supervisory Board (Aufsichtsrat), as required by the German Stock Corporation Act (Aktiengesetz).

6. Related-Party Transactions. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company acknowledges the Staff's comment. The disclosure on pages [X]–[X] of the prospectus has been revised to provide additional detail regarding [Insert]. In particular, the revised disclosure clarifies the following:

1. Rheintal Industrieholding GmbH holds 47,945,000 ordinary shares of the Company (22.3% of pre-IPO outstanding shares) and, giving effect to its sale of 8,500,000 ordinary shares (in the form of 4,250,000 ADSs) in the offering, will hold 39,445,000 ordinary shares, or approximately 16.1% of the 245,000,000 ordinary shares outstanding after the offering.

2. Ms. Margarethe Wendt, Managing Director of Rheintal Industrieholding GmbH, is the sister of Dr. Friedrich Wendt, the Chief Executive Officer and Chairman of the Management Board of the Company. This familial relationship is disclosed on pages [X], [X], and [X].

3. There are no Supervisory Board interlocks between the Company and Rheintal. [Confirm with Bähr Stein.]

4. All arms'-length commercial transactions between the Company and Rheintal (or its portfolio companies) during the periods presented are described on page [X] and were reviewed and approved in accordance with the Company's Related-Party Transactions Policy adopted [Insert date].

7. Principal Shareholders and Selling Shareholders. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company respectfully directs the Staff to the revised beneficial ownership table on pages [X]–[X] of the prospectus, which reflects both pre-IPO and post-IPO ownership on the following basis: Post-IPO percentages assume issuance of 30,000,000 new ordinary shares by the Company (represe

8. Description of American Depositary Shares / Deposit Agreement. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company acknowledges the Staff's comment. In coordination with Meridian Trust Company, N.A. ("Meridian"), as depositary, the Company has revised the disclosure on pages [X]–[X] to clarify the following: • ADS Ratio. Each ADS represents two (2) ordinary shares of the Compa

9. Taxation. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: [All tax responses to be drafted by Leonard Cross (C&H) with input from Bähr Stein on German tax matters. Do not draft or edit tax responses without Mr. Cross's involvement.] The Company acknowledges the Staff's comment. The disclosure under the caption "Material U.S. Federal Income Tax Considerations" on pages [X]–[X] has been

10. Financial Statements and Accounting. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: [All financial statement and accounting responses to be coordinated with Graham Templeton (Blackmere & Whitfield, New York) and, for IFRS-specific matters, Dieter Kaufmann (Blackmere & Whitfield, Munich).] The Company respectfully advises the Staff that its consolidated financial statements have been

11. Underwriting / Plan of Distribution. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company acknowledges the Staff's comment. In coordination with Varen & Kessler LLP as counsel to the underwriters, the disclosure on pages [X]–[X] under "Underwriting" has been revised to [Insert]. Material terms of the underwriting arrangement are: • Gross underwriting spread: 3.50% of the publi

12. Exhibits and Legal Opinions. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: The Company acknowledges the Staff's comment. [Insert response addressing exhibit list additions, opinion revisions, or clarifications regarding counsel role, as applicable.] For the Staff's reference: • Calderwood & Harkness LLP is acting as U.S. counsel to the Company and will deliver the opinion filed as

13. Form F-6 Comments (if any). Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: [Coordinate F-6 responses with Meridian Trust (Patricia Novak) and, if pertinent to transfer/registrar mechanics, with Crestfield Transfer Services (Angela Moretti). Substantive amendments to the Deposit Agreement require Meridian's countersignature and, if material, notice to holders under Section [Insert] o

14. General / Other Comments. Comment [X]. *[Insert full text of Staff comment in bold italics.]* Response: [Insert response.] F. Tandy Representations The Company acknowledges that: (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or th

III. Appendix A — Common SEC Comment Topics for Foreign Private Issuer ADR IPOs (Reference Guide) The following reference guide summarizes topical areas in which the Staff has historically focused during reviews of Form F-1 registration statements filed by foreign private issuers pursuing an initial listing on Nasdaq or the NYSE by way of an ADR offering. It is provided as a drafting aid and is not intended to be exh

IV. Appendix B — Internal Workflow and Quality Control Checklist A. Pre-Filing Checklist The following checklist must be completed and initialed by the responsible C&H attorney before the response letter and Amendment are submitted via EDGAR. All Staff comments addressed; no comment left unanswered or deferred without express Staff consent. Each response reviewed by the subject-matter-responsible attorney designated

V. Appendix C — Cross-Reference Table Template The following table is to be populated upon receipt of the actual Comment Letter and maintained by Claire Dempsey as a live tracker throughout the response process. A copy of the current table is to be circulated to the working group with each daily status email. [Table to be expanded as needed. Upon completion, exported to PDF and appended to the internal matter file.]

VI. Appendix D — Key Reference Information A. Filing Information B. Key Contact at SEC Division of Corporation Finance Office of [Insert applicable office — anticipated: Office of Technology] U.S. Securities and Exchange Commission 100 F Street, N.E., Washington, D.C. 20549 Staff Attorney: [Insert upon receipt of comment letter] Staff Accountant: [Insert upon receipt of comment letter] Direct Phone: [Insert] Direct E