Contract analysis

I. Purpose and Executive Summary This memorandum establishes the internal framework, scope, methodology, and factual predicate for Calderwood & Harkness LLP's ("C&H" or the "Firm") delivery of a negative assurance letter (commonly referred to as a "10b-5 letter" or "10b-5 disclosure letter") to the underwriting syndicate in connection with the initial public offering (the "Offering") of American Depositary Shares ("A

II. Legal Standard and Basis for the Negative Assurance Letter A. Nature of the 10b-5 Letter The negative assurance letter, colloquially referred to as a "10b-5 letter," is a statement by issuer's counsel that, based on counsel's participation in the preparation of the Registration Statement on Form F-1 and the prospectus included therein (the "Prospectus"), and subject to stated qualifications and limitations, nothi

Section 11 of the Securities Act. Section 11 imposes strict liability on the issuer for material misstatements or omissions in the registration statement at the time of its effectiveness. Unlike the issuer, underwriters are not subject to strict liability under Section 11 but instead may assert a "due diligence" defense under Section 11(b)(3)(A). To establish this defense, an underwriter must demonstrate that, after

Section 12(a)(2) of the Securities Act. Section 12(a)(2) provides a right of rescission or damages to purchasers who acquire securities by means of a prospectus or oral communication that contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading. A due diligence defense is av

III. Scope of the Negative Assurance Letter A. Documents Covered The negative assurance letter is expected to cover the following documents: Registration Statement on Form F-1. The letter will cover the Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC"), including all amendments thereto (Amendment No. 1 target: May 26, 2026), through the date of declaration of effectivene

IV. Factual Predicate — Due Diligence Process A. Due Diligence Activities Forming the Basis for Negative Assurance The integrity and credibility of C&H's negative assurance letter depend entirely on the thoroughness and quality of the due diligence process that underlies it. The Firm cannot deliver the letter in good faith unless it has conducted a comprehensive due diligence program sufficient to establish the factu

1. Document Review. C&H will conduct a comprehensive review of the Company's corporate organizational documents, material contracts, intellectual property portfolio documentation, litigation files, regulatory filings, insurance policies, employee benefit plan documents (including the Employee Share Ownership Trust, which holds approximately 3.1% of the Company's ordinary shares, or 6,665,000 shares), environmental pe

2. Management Interviews. C&H will conduct in-person or video conference interviews with the following members of Halcyon's senior management team. These interviews are critical to establishing the factual predicate and ensuring that the engagement team has a thorough understanding of the Company's business, operations, and risk profile: • Dr. Friedrich Wendt, Chief Executive Officer — corporate strategy, business ov

3. Legal and Regulatory Review. C&H will conduct a thorough analysis of the Company's legal and regulatory environment, with particular emphasis on: • Pending, threatened, or recently concluded litigation, arbitration, or regulatory proceedings; • Compliance with the sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, EU sanctions regulations, and c

4. Subsidiary Review. C&H will conduct due diligence on each of the Company's material subsidiaries to confirm the accuracy of the subsidiary disclosure in the Registration Statement and to identify any subsidiary-level risks, liabilities, or regulatory issues that may be material to the Company on a consolidated basis. The material subsidiaries include: • Halcyon Semiconductor USA Inc. — organized under the laws of

5. Third-Party Reports and Certificates. C&H will review the following third-party reports and certificates that form part of the closing deliverable package and contribute to the factual predicate for the negative assurance letter: • Comfort letters from Blackmere & Whitfield LLP (Graham Templeton, Engagement Partner, New York) and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, Lead Par

6. Prospectus Drafting Participation. C&H's active participation in all drafting sessions is an essential component of the factual predicate. Through the drafting process, counsel develops a detailed understanding of the disclosure and has the opportunity to identify and address potential misstatements or omissions in real time. The engagement team will participate in all drafting sessions, including the all-parties

7. SEC Comment Letter Responses. C&H will participate in formulating responses to SEC Division of Corporation Finance staff comments on the Registration Statement. Based on typical review timelines for FPI IPOs, the Firm estimates that the first SEC comment letter may be received on or around May 12, 2026, following the confidential submission of the draft Registration Statement on April 14, 2026. Amendment No. 1, in

8. Verification of Factual Statements. C&H will implement verification procedures (commonly referred to as "back-up books" or "verification notes") for material factual statements in the Prospectus. These procedures involve cross-referencing specific factual claims in the Prospectus — such as market position claims, employee headcount, revenue and margin figures, use of proceeds allocations, patent counts, and constr

V. Form and Content of the Negative Assurance Letter A. Addressees The negative assurance letter will be addressed to Westbridge Securities LLC, as representative of the several Underwriters, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC. Each addressee will be specifically named in the letter, reflecting their respective roles in the underwriting syndicate. An additional ques

VI. Coordination with Other Closing Deliverables A. Comfort Letters from Blackmere & Whitfield The auditors' comfort letters are among the most important closing deliverables and are directly complementary to C&H's negative assurance letter. The comfort letters will be delivered by Blackmere & Whitfield LLP (Graham Templeton, Engagement Partner, New York) and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft

VII. Documentation and Record-Keeping Requirements A. Back-Up Binder Contents The back-up binder (also referred to as the "due diligence file" or "Section 11 defense file") is the single most important internal record generated by the engagement team in connection with the Offering. It serves as the comprehensive contemporaneous record of the Firm's due diligence activities and provides the evidentiary foundation for

1. Due Diligence Memoranda. A complete set of internal due diligence memoranda addressing each category of the due diligence review, including: • Corporate/organizational due diligence memorandum (organizational structure, governance, capital structure, shareholder agreements); • Material contracts due diligence memorandum (summary and analysis of all material contracts reviewed); • intellectual property due diligenc