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Contract analysis / draft-selling-shareholder-questionnaire.docx
draft-selling-shareholder-questionnaire.docx
1032-00003 · 29 clauses
High · 0 Medium · 5 Standard · 3
Section 1.1 — Legal Name and Organizational Information
Section 1.1 — Legal Name and Organizational Information Please provide the following information with respect to the Selling Shareholder. If the Selling Shareholder is a natural person, please indicate "N/A" for any questions that are not applicable. 1.1(a) Full legal name of the Selling Shareholder (as registered with the applicable commercial register or other governmental authority): ______________________________
Section 1.2 — Authorized Representatives
Section 1.2 — Authorized Representatives 1.2(a) Identify the person(s) authorized to act on behalf of the Selling Shareholder in connection with the Offering, including the execution of the Underwriting Agreement, Lock-Up Agreement, Custody Agreement / Power of Attorney, Selling Shareholder Certificate, and any other transaction documents: 1.2(b) Confirm whether the person(s) identified in Section 1.2(a) have been du
Section 1.3 — Contact Information
Section 1.3 — Contact Information 1.3(a) Primary contact person for purposes of the Offering (this individual will serve as the principal point of contact for correspondence from Calderwood & Harkness LLP, the Company, and the Underwriters): 1.3(b) Secondary or backup contact person: 1.3(c) Outside legal counsel advising the Selling Shareholder in connection with the Offering, if any (note: Calderwood & Harkness LLP
Section 2.1 — Current Ownership Medium
⚑ Notice / time limit to track
Section 2.1 — Current Ownership Please provide the following information regarding the Selling Shareholder's beneficial ownership of securities of Halcyon Semiconductor AG as of the date of this Questionnaire. Beneficial ownership should be determined in accordance with Rule 13d-3 under the Exchange Act, as described in the Introductory Instructions above. 2.1(a) Total number of ordinary shares (Stammaktien) of Halcy
Section 2.2 — Shares to Be Sold in the Offering
Section 2.2 — Shares to Be Sold in the Offering 2.2(a) Number of ordinary shares to be sold by the Selling Shareholder in the Offering (base deal, excluding the overallotment option): _____ ordinary shares 2.2(b) The equivalent number of ADSs to be sold (at a ratio of 1 ADS = 2 ordinary shares): _____ ADSs 2.2(c) Has the Selling Shareholder granted or agreed to grant the Underwriters an overallotment option (greensho
Section 2.3 — Post-Offering Ownership
Section 2.3 — Post-Offering Ownership 2.3(a) Number of ordinary shares expected to be beneficially owned by the Selling Shareholder after the Offering, assuming no exercise of the overallotment option: _____ ordinary shares (Calculation: shares reported in Section 2.1(a) minus shares reported in Section 2.2(a)) 2.3(b) Number of ordinary shares expected to be beneficially owned by the Selling Shareholder after the Off
Section 2.4 — Voting and Investment Power
Section 2.4 — Voting and Investment Power 2.4(a) Does the Selling Shareholder have sole voting power over all of the shares described in Section 2.1(a)? Yes No — Voting power is shared with the following person(s): 2.4(b) Does the Selling Shareholder have sole investment power (including the sole power to dispose of or direct the disposition of) all of the shares described in Section 2.1(a)? Yes No — Investment power
Section 2.5 — Acquisition History
Section 2.5 — Acquisition History 2.5(a) Describe how and when the ordinary shares beneficially owned by the Selling Shareholder (as reported in Section 2.1(a)) were acquired. Please indicate the applicable category for each acquisition (e.g., market purchase on an exchange, private purchase (off-market), participation in a capital increase, contribution in kind (Sacheinlage), gift, inheritance, or other): 2.5(b) Sta
Section 2.6 — Other Securities of the Company
Section 2.6 — Other Securities of the Company 2.6(a) Does the Selling Shareholder hold, or have any interest in, any debt securities, preferred shares, or other securities (other than ordinary shares or ADSs) issued by the Company or any of its subsidiaries? Yes — Provide the following details: No
Section 2.7 — Short Positions and Derivative Transactions Standard
⚑ Commercial term
Section 2.7 — Short Positions and Derivative Transactions 2.7(a) Does the Selling Shareholder currently have any short position in the ordinary shares or ADSs of the Company? Yes — Number of shares/ADSs sold short: _____ No 2.7(b) Is the Selling Shareholder a party to any swap, hedge, put, call, option, forward, collar, or other derivative transaction or arrangement relating to the ordinary shares or ADSs of the Comp
Section 3.1 — Affiliates and Control Persons
Section 3.1 — Affiliates and Control Persons 3.1(a) Is the Selling Shareholder an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or Rule 12b-2 under the Exchange Act? An "affiliate" of a specified person is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. Yes No Uncertain — P
Section 3.2 — Material Relationships with the Company Medium
⚑ Liability cap to check against exposure
Section 3.2 — Material Relationships with the Company 3.2(a) Describe all material agreements, arrangements, and relationships (whether written or oral, formal or informal) between the Selling Shareholder (or any of its affiliates) and the Company (or any of its subsidiaries) existing at any time during the past three (3) years, including but not limited to any of the following categories: (i) Shareholder agreements,
Section 3.3 — Board Representation and Governance Rights
Section 3.3 — Board Representation and Governance Rights 3.3(a) Does the Selling Shareholder have the contractual or other right to designate or nominate any member of the Company's Management Board (Vorstand) or Supervisory Board (Aufsichtsrat)? Yes — Describe such right and identify any designee(s) currently serving on the Management Board or Supervisory Board: ________________________________________ _____________
Section 3.4 — Lock-Up Arrangements Medium
⚑ Liability cap to check against exposure
Section 3.4 — Lock-Up Arrangements 3.4(a) The Selling Shareholder acknowledges that it is expected to enter into a Lock-Up Agreement (the "Lock-Up Agreement") in favor of Westbridge Securities LLC, as representative of the Underwriters, restricting the transfer, sale, pledge, or other disposition of retained ordinary shares, ADSs, and securities convertible into or exercisable or exchangeable for ordinary shares or A
Section 4.1 — FINRA Member Affiliations
Section 4.1 — FINRA Member Affiliations 4.1(a) Is the Selling Shareholder a member firm of FINRA? Yes — FINRA CRD Number: _____ No 4.1(b) Is the Selling Shareholder an affiliate of a member firm of FINRA? For this purpose, "affiliate" means any entity that controls, is controlled by, or is under common control with, a FINRA member firm. Yes — Identify the FINRA member firm(s) and describe the nature of the affiliatio
Section 4.2 — Underwriter Relationships
Section 4.2 — Underwriter Relationships 4.2(a) Does the Selling Shareholder have any direct or indirect affiliation, association, or relationship with any of the following Underwriters or their respective affiliates? Please respond separately for each: (i) Westbridge Securities LLC Yes — Describe: ______________________ No (ii) Pinnacle Morgan & Co., Inc. Yes — Describe: ______________________ No (iii) Andover Barcli
Section 4.3 — Payments and Compensation from Underwriters Standard
⚑ Commercial term
Section 4.3 — Payments and Compensation from Underwriters 4.3(a) Has the Selling Shareholder received or does the Selling Shareholder expect to receive, directly or indirectly, any payment, compensation, commission, discount, or other consideration from any of the Underwriters named above (other than the net proceeds from the sale of shares in the Offering)? Yes — Describe in detail, including the nature and amount o
Section 4.4 — Finder's Fees and Referral Arrangements Standard
⚑ Commercial term
Section 4.4 — Finder's Fees and Referral Arrangements 4.4(a) Has the Selling Shareholder paid, committed to pay, or agreed to pay any finder's fee, placement fee, referral fee, advisory fee, or similar payment or consideration to any person or entity in connection with the Offering? Yes — Complete the table below: No
Section 4.5 — Other FINRA Disclosures
Section 4.5 — Other FINRA Disclosures 4.5(a) Did the Selling Shareholder or any of its affiliates acquire or receive any securities of the Company during the 180-day period prior to the anticipated filing of the Registration Statement in a transaction that involved a FINRA member firm? Yes — Describe the transaction: No 4.5(b) Were any unregistered securities of the Company acquired by the Selling Shareholder from a
Section 5.1 — Legal Proceedings
Section 5.1 — Legal Proceedings 5.1(a) Is the Selling Shareholder a party to any pending or, to the knowledge of the Selling Shareholder, threatened legal, administrative, or arbitral proceeding involving the Company, any of its subsidiaries, or the Company's securities? Yes — Provide a description of the proceeding, including the name and jurisdiction of the court or tribunal, the nature of the claims, the parties,
Section 5.2 — Regulatory Status
Section 5.2 — Regulatory Status 5.2(a) Is the Selling Shareholder a "bank," "savings and loan association," "insurance company," or "registered investment company" as those terms are defined under the Securities Act or the Exchange Act? Yes — Identify the applicable category and the regulatory body under which the Selling Shareholder is supervised: ________________________________________ No 5.2(b) Is the Selling Sha
Section 5.3 — Sanctions and Anti-Corruption
Section 5.3 — Sanctions and Anti-Corruption 5.3(a) Is the Selling Shareholder, or any of its directors, officers, or controlling persons: (i) a Specially Designated National ("SDN") or blocked Person on the list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"); (ii) located in, organized under the laws of, or resident in a country or territory that is the subject of compre
Section 5.4 — Tax Matters
Section 5.4 — Tax Matters 5.4(a) Identify the Selling Shareholder's tax residence(s) and applicable taxpayer identification number(s): 5.4(b) Is the Selling Shareholder a "United States person" for U.S. federal income tax purposes (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended)? Yes No 5.4(c) Confirm whether the Selling Shareholder has completed, or will complete prior to closing,
Section 6.1 — Description for Prospectus
Section 6.1 — Description for Prospectus 6.1(a) Please provide a brief description of the Selling Shareholder (not to exceed 150 words) suitable for inclusion in the "Selling Shareholders" section of the Prospectus. This description should include, at a minimum: (i) the nature of the Selling Shareholder's principal business; (ii) the Selling Shareholder's relationship to the Company (e.g., founding shareholder, strat
Section 6.2 — Footnote Disclosures Medium
⚑ Liability cap to check against exposure
Section 6.2 — Footnote Disclosures 6.2(a) Identify any additional information or qualifications that should appear in footnotes to the Selling Shareholders table in the Prospectus, including but not limited to: (i) the nature of beneficial ownership (e.g., shares held by affiliated entities); (ii) shared voting or investment power; (iii) pending transfers or conversions; or (iv) any other matter that, if omitted, cou
Section 6.3 — Consent to Disclosure
Section 6.3 — Consent to Disclosure 6.3(a) By executing this Questionnaire, the Selling Shareholder hereby confirms that it consents to the inclusion of the information provided in this Questionnaire (or a fair and accurate summary thereof) in: (i) the Registration Statement on Form F-1 to be filed with the SEC; (ii) the Prospectus forming a part of the Registration Statement; (iii) any amendments or supplements to t
Section 7.1 — Accuracy and Completeness
Section 7.1 — Accuracy and Completeness By executing this Questionnaire, the undersigned, on behalf of the Selling Shareholder, hereby represents and warrants to the Company, Calderwood & Harkness LLP (as counsel to the Company), Varen & Kessler LLP (as German counsel to the Company), and each of the Underwriters that: (a) All information provided in this Questionnaire (including all exhibits and attachments hereto)
Section 7.2 — Ongoing Update Obligation
Section 7.2 — Ongoing Update Obligation The undersigned, on behalf of the Selling Shareholder, hereby agrees: (a) To promptly notify Calderwood & Harkness LLP and the Company in writing if any information provided in this Questionnaire becomes inaccurate, incomplete, or misleading in any material respect at any time prior to the completion of the Offering, including the pricing of the Offering (target: July 1, 2026)
Section 7.3 — Confidentiality Medium
⚑ Forum / governing law
Section 7.3 — Confidentiality The undersigned, on behalf of the Selling Shareholder, acknowledges and agrees that: (a) This Questionnaire and the information contained herein are strictly confidential and proprietary. (b) The Selling Shareholder shall not disclose this Questionnaire or any of the information contained herein to any third party except (i) to the Selling Shareholder's own directors, officers, employees