1032-00003 · Client 1032 · Closing

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CALDERWOOD & HARKNESS LLP

Counsellors at Law

One Liberty Plaza, 42nd Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

[●], 2026

Matter No.: 1032-00003

To the Several Underwriters named in Schedule I to the Underwriting Agreement referred to below, care of:

Westbridge Securities LLC as Representative of the Several Underwriters 383 Madison Avenue New York, New York 10179

Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets

Pinnacle Morgan & Co., Inc. 200 Park Avenue New York, New York 10166

Attention: Sarah Okonkwo, Director, Equity Capital Markets

Andover Barcliffe Group Inc. 1251 Avenue of the Americas New York, New York 10020

Attention: David Reinhardt, Managing Director, ECM

Northpointe Capital LLC 140 Broadway New York, New York 10005

Attention: Lisa Cheng, Vice President, ECM

Ladies and Gentlemen:

1. Introduction; Engagement and Role

We have acted as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) (the "Company" or "Halcyon"), registered in Munich, Bavaria, Federal Republic of Germany, Commercial Register No. HRB 217458, Amtsgericht München, with its principal executive offices located at Maximilianstraße 72, 80539 Munich, Germany, in connection with the initial public offering in the United States (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company.

This letter is being delivered in connection with the Offering pursuant to Section [●] of the Underwriting Agreement, dated [●], 2026 (the "Underwriting Agreement"), among the Company, the selling shareholders named therein — namely, Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal") and Kestrel Capital Partners Aktiengesellschaft ("Kestrel," and together with Rheintal, the "Selling Shareholders") — and the several underwriters listed in Schedule I thereto (the "Underwriters"), for whom Westbridge Securities LLC is acting as representative (the "Representative"). This letter is commonly referred to as a "negative assurance" letter or a "10b-5" letter.

The Offering comprises 21,400,000 ADSs, consisting of (i) 15,000,000 ADSs representing newly issued ordinary shares of the Company (the "Primary ADSs") and (ii) 6,400,000 ADSs representing existing ordinary shares being offered by the Selling Shareholders (the "Secondary ADSs"), together with up to 3,210,000 additional ADSs that may be purchased by the Underwriters pursuant to the overallotment option granted to the Underwriters under the Underwriting Agreement, at a public offering price of $[●] per ADS (which is within the range of $39.00 to $45.00 per ADS set forth in the Registration Statement (as defined below)).

In connection with the Offering, the Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form F-1 (File No. 333-[●]) (as amended, and together with all exhibits thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of the ADSs and the underlying ordinary shares to be sold in the Offering. The Company has also caused to be filed with the Commission a related Registration Statement on Form F-6 (File No. 333-[●]) (the "Form F-6 Registration Statement") for the registration of ADSs evidenced by American Depositary Receipts issued pursuant to the Deposit Agreement (as defined below) by Meridian Trust Company, National Association, as depositary (the "Depositary"). We refer to the final prospectus, dated [●], 2026, forming part of the Registration Statement, including all documents incorporated by reference therein, as the "Prospectus."

2. Description of Scope of Activities and Participation

In connection with the rendering of this letter, we have, among other things:

(a) participated in the preparation of the Registration Statement and the Prospectus, including participation in drafting sessions, conferences, and discussions with officers and other representatives of the Company, including Dr. Friedrich Wendt, Chief Executive Officer; Katarina Dalmqvist, Chief Financial Officer; Wilhelm Ostermann, General Counsel; and other members of the Company's senior management and investor relations personnel;

(b) participated in conferences and discussions with representatives of the Company's independent auditors, Blackmere & Whitfield LLP (Graham Templeton, Partner, New York office) and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Dieter Kaufmann, Wirtschaftsprüfer, Munich office) (collectively, "Blackmere & Whitfield"), including sessions relating to the review and discussion of the Company's audited and unaudited financial statements included in the Registration Statement and the Prospectus;

(c) participated in conferences and discussions with representatives of the Underwriters and their counsel, Varen & Kessler LLP (Martin Ashford, Partner), including sessions regarding the due diligence review process, the terms and conditions of the Underwriting Agreement, and the preparation of the Prospectus;

(d) participated in conferences and discussions with representatives of the Company's German legal counsel, Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, Partner), regarding matters of German corporate law, regulatory compliance, and the descriptions thereof contained in the Prospectus;

(e) participated in conferences and discussions with representatives of Ashton & Burke Advisory GmbH, the Company's financial advisor (Lukas Frey, Managing Partner), regarding the structuring and pricing of the Offering;

(f) reviewed the Registration Statement on Form F-1 (including all amendments thereto), the Prospectus, and the documents filed as exhibits to the Registration Statement;

(g) reviewed the Deposit Agreement, dated as of [●], 2026 (the "Deposit Agreement"), among the Company, Meridian Trust Company, N.A., as Depositary, and the holders and beneficial owners of ADSs from time to time, and the form of American Depositary Receipt included as an exhibit thereto;

(h) reviewed the Underwriting Agreement and the related Pricing Agreement, dated [●], 2026 (the "Pricing Agreement");

(i) reviewed certain corporate records and documents of the Company and its subsidiaries furnished to us by the Company or its representatives, including the Company's articles of association (Satzung), excerpts from the Company's commercial register, minutes of meetings of the supervisory board (Aufsichtsrat) and management board (Vorstand), and resolutions relating to the Offering;

(j) reviewed the due diligence materials collected and analyzed in connection with the Offering, including documents made available to us in the virtual data room maintained by Ashton & Burke Advisory GmbH and the written responses to due diligence questionnaires and request lists;

(k) participated in due diligence sessions, including management interviews and document review sessions conducted jointly with counsel to the Underwriters, Varen & Kessler LLP, covering the Company's business, operations, intellectual property portfolio, material contracts, regulatory matters, litigation, and other topics customarily addressed in connection with an initial public offering; and

(l) reviewed the comfort letters of Blackmere & Whitfield addressed to the Underwriters, dated (i) the date of the Prospectus and (ii) the date hereof (the "Bring-Down Comfort Letter"), delivered in connection with the Offering.

We have also reviewed such other documents and performed such other procedures as we have deemed necessary or appropriate for the purposes of this letter.

3. Limitations and Qualifications

3.1 Nature of Negative Assurance — Not a Guarantee

This letter is not a legal opinion. This letter does not constitute a guarantee or certification, whether express or implied, as to the accuracy, completeness, or sufficiency of the information contained in the Registration Statement, the Prospectus, or any other document reviewed by us in connection with the Offering. The negative assurance set forth in Section 4 below is based solely on our participation in the process described in Section 2 above and is limited to the procedures undertaken by us as described therein. We have not undertaken, and this letter should not be construed as reflecting, an independent investigation or verification of the factual matters set forth in the Registration Statement or the Prospectus, except as specifically described in Section 2 above. The procedures we have undertaken do not constitute an audit, review, or compilation of any financial or other data, and we have not applied any auditing or accounting procedures in connection with the preparation of this letter.

3.2 Scope Exclusions — Financial Statements and Related Data

The negative assurance set forth in Section 4 below does not extend to, and we express no view with respect to:

(a) the financial statements and schedules (including all notes thereto) of the Company and its consolidated subsidiaries included in or incorporated by reference into the Registration Statement or the Prospectus, which have been audited by or are the responsibility of Blackmere & Whitfield;

(b) the financial data derived from or based upon such financial statements, including without limitation selected financial data tables and any other summary financial information;

(c) the reports of Blackmere & Whitfield included in or incorporated by reference into the Registration Statement or the Prospectus;

(d) other financial, statistical, and accounting data contained in the Registration Statement or the Prospectus, including but not limited to revenue figures (including the reported consolidated revenue of €3,820 million for the fiscal year ended December 31, 2025), earnings before interest, taxes, depreciation and amortization ("EBITDA") of €1,069 million, net income of €612 million, total assets, indebtedness and leverage ratios, capital expenditure figures, EBITDA margin calculations and reconciliations, operating cash flow data, segment-level financial information, and all other quantitative financial data, whether or not derived from the audited or unaudited financial statements;

(e) any pro forma financial information, including pro forma adjustments and the assumptions underlying such adjustments, if any, included in or incorporated by reference into the Registration Statement or the Prospectus; and

(f) any forward-looking statements, financial projections, estimates, targets, forecasts, or statements of belief or expectation contained in the Registration Statement or the Prospectus, including statements preceded or accompanied by words such as "expect," "anticipate," "intend," "plan," "believe," "estimate," "project," "target," "may," "will," "should," "could," "would," or similar expressions.

The foregoing items described in clauses (a) through (f) of this Section 3.2 are collectively referred to herein as the "Financial Excluded Information."

3.3 Scope Exclusions — Matters of German, Swiss, PRC, Singapore, Czech, and Other Non-US Law

The negative assurance set forth in Section 4 below does not extend to, and we express no view with respect to, statements or information in the Registration Statement or the Prospectus that relate to, or that are governed by, the laws of any jurisdiction other than the federal laws of the United States, including without limitation (i) the laws of the Federal Republic of Germany (which are addressed by Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, as German counsel to the Company), (ii) the laws of the Swiss Confederation, (iii) the laws of the People's Republic of China, (iv) the laws of the Republic of Singapore, (v) the laws of the Czech Republic, and (vi) the laws of any other non-US jurisdiction in which the Company or any of its subsidiaries conducts business or is organized. We are admitted to practice law solely in the State of New York and do not purport to be experts in, and express no opinion or negative assurance with respect to, the laws of any jurisdiction other than the federal securities laws of the United States. To the extent that descriptions of foreign law, foreign regulations, foreign tax matters, or foreign governmental proceedings appear in the Registration Statement or the Prospectus, such descriptions are outside the scope of the negative assurance set forth herein.

3.4 Scope Exclusions — PCAOB and Accounting Standards

We express no opinion or negative assurance with respect to (i) the compliance of any audit or review of the Company's financial statements with the auditing standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB"), (ii) the conformity of the Company's financial statements or financial reporting with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), German generally accepted accounting principles (Handelsgesetzbuch), or any other applicable accounting framework, or (iii) the adequacy, design, or effectiveness of the Company's internal controls over financial reporting or its disclosure controls and procedures.

3.5 Reliance on Others

In rendering the negative assurance set forth in Section 4 below, we have relied, without independent investigation or verification, upon:

(a) the legal opinions and reports delivered by Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, as German counsel to the Company, with respect to matters of German law, including matters relating to the corporate organization and valid existence of the Company, the authorization and valid issuance of the ordinary shares, German regulatory matters, and German tax matters;

(b) the legal opinions delivered by Prumvane Thornton LLP, as German counsel to the Underwriters, with respect to matters of German law relevant to the Underwriters' due diligence obligations and the enforceability of certain agreements under German law;

(c) the audit reports, comfort letters, and other communications of Blackmere & Whitfield LLP and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, as independent auditors of the Company, with respect to the financial statements and other financial data included in or incorporated by reference into the Registration Statement and the Prospectus;

(d) the certificates of officers of the Company and the Selling Shareholders delivered to us in connection with the Offering, including certificates of Dr. Friedrich Wendt, Chief Executive Officer, and Katarina Dalmqvist, Chief Financial Officer, as to certain factual matters relating to the Company, its business, and operations; and

(e) the tax analysis prepared by Leonard Cross, Specialist Partner, Tax, of Calderwood & Harkness LLP, with respect to the United States federal income tax sections of the Prospectus, including the analysis of the Company's potential status as a "passive foreign investment company" within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the "PFIC Analysis"), which analysis is set forth in the section of the Prospectus captioned "Taxation — Certain United States Federal Income Tax Considerations."

3.6 Knowledge Qualification

The statement "nothing has come to our attention" and similar language used in this letter is limited to the actual knowledge, as of the date hereof, of the attorneys at Calderwood & Harkness LLP who have given substantive legal attention to the Offering and the preparation of the Registration Statement and the Prospectus. Such attorneys are: Vivienne St. Claire, Responsible Partner; Robert Adeyemi, Billing Partner; Claire Dempsey, Lead Associate; Audrey Zhou, Working Associate; and Leonard Cross, Specialist Partner, Tax (collectively, the "Specified Attorneys"). We have not made any inquiry of other attorneys at Calderwood & Harkness LLP who have not participated in the preparation of the Registration Statement or the Prospectus, and the knowledge of such other attorneys is not imputed to the Specified Attorneys for purposes of this letter.

3.7 Time Limitation

The negative assurance set forth in Section 4 below is given as of the date of this letter only (which is the Closing Date of the Offering). We assume no obligation to update, revise, or supplement this letter for any reason, including without limitation to reflect events, facts, circumstances, or changes in law occurring or becoming known to us after the date hereof, whether or not such events, facts, circumstances, or changes may affect the conclusions set forth herein. This letter speaks only as of its date, and no inference should be drawn from the delivery of this letter that there has been no change in the matters addressed herein since such date.

4. Negative Assurance Statement

Based on our participation in the preparation of the Registration Statement and the Prospectus as described in Section 2 above, our review of the documents referred to therein, and subject to the limitations, qualifications, and exclusions set forth in Section 3 above (including, without limitation, the exclusions of the Financial Excluded Information, matters of non-US law, PCAOB and accounting standards compliance, and other matters described therein), nothing has come to our attention that causes us to believe that:

(a) the Registration Statement (including the information deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430A under the Securities Act), as of the date on which the Registration Statement was declared effective by the Commission (i.e., June 22, 2026, or such other date on which effectiveness was declared), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(b) the Prospectus, as of its date and as of the date hereof (the Closing Date), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing negative assurance in clauses (a) and (b) of this Section 4 does not apply to, and we express no view with respect to, (i) the Financial Excluded Information as defined in and described in Section 3.2 above, (ii) statements or information relating to matters of non-US law as described in Section 3.3 above, (iii) matters relating to PCAOB auditing standards, IFRS, German GAAP, or internal controls over financial reporting as described in Section 3.4 above, (iv) any forward-looking statements, financial projections, estimates, or statements of belief or expectation as described in Section 3.2(f) above, or (v) any other matters outside the scope of this letter as described in Section 3 above.

5. Matters Relating to the Offering Structure

In connection with the Offering, we have reviewed the structure of the Offering as described in the Prospectus, including the following:

(a) the establishment of a Level III American Depositary Receipt program with Meridian Trust Company, N.A. as Depositary, pursuant to the Deposit Agreement, under which ADSs are issued in connection with both the initial public offering and, thereafter, ongoing deposits and withdrawals of ordinary shares;

(b) the ADS ratio of one (1) ADS representing two (2) ordinary shares (Stammaktien), no par value, of the Company;

(c) the registration of the ADSs and the underlying ordinary shares on Form F-1 under the Securities Act and the registration of the depositary facility on Form F-6 under the Securities Act;

(d) the proposed listing of the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN," concurrent with the continued listing of the Company's ordinary shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol "HCY" in the Prime Standard segment (Prime Standard);

(e) the composition of the Offering, consisting of (i) 15,000,000 Primary ADSs, representing 30,000,000 newly issued ordinary shares to be issued by the Company from its authorized but unissued share capital, and (ii) 6,400,000 Secondary ADSs, representing 12,800,000 existing ordinary shares offered by the Selling Shareholders, with Rheintal offering 4,250,000 ADSs (representing 8,500,000 ordinary shares) and Kestrel offering 2,150,000 ADSs (representing 4,300,000 ordinary shares);

(f) the overallotment option (the "Overallotment Option") granted by the Company and the Selling Shareholders to the Underwriters to purchase up to 3,210,000 additional ADSs, representing fifteen percent (15%) of the base offering of 21,400,000 ADSs, exercisable for a period of thirty (30) days following the date of the Pricing Agreement;

(g) the underwriting discount (the "Gross Spread") of 3.50% of the gross proceeds of the Offering payable to the Underwriters; and

(h) the lock-up arrangements, pursuant to which the Company, each of the Selling Shareholders, and the directors and executive officers of the Company have agreed, subject to certain customary exceptions, not to offer, sell, pledge, or otherwise dispose of any ADSs, ordinary shares, or securities convertible into or exchangeable for ADSs or ordinary shares for a period of 180 days following the date of the Prospectus, without the prior written consent of the Representative.

Based on our review, the descriptions of the structural matters identified in clauses (a) through (h) above, as set forth in the Prospectus, are consistent in all material respects with the underlying transaction documents reviewed by us in connection with the Offering, including the Deposit Agreement, the Underwriting Agreement, the Pricing Agreement, and the lock-up agreements.

6. Additional Statements Regarding the Registration Statement

Based on our review and participation as described in Section 2 above:

(a) The Registration Statement on Form F-1 (File No. 333-[●]) has been filed with the Commission under the Securities Act and, to our knowledge, was declared effective by the Commission on or about June 22, 2026.

(b) The Registration Statement on Form F-6 (File No. 333-[●]) for the ADR facility has been filed with the Commission under the Securities Act and, to our knowledge, has been declared effective by the Commission.

(c) To our knowledge, no stop order suspending the effectiveness of the Registration Statement or the Form F-6 Registration Statement has been issued by the Commission, and no proceedings for that purpose have been instituted, are pending, or are threatened by the Commission under Section 8(d) or Section 8(e) of the Securities Act.

(d) The Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the time period required by such Rule.

7. Foreign Private Issuer Status

We have analyzed the Company's status as a "foreign private issuer" as that term is defined in Rule 3b-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in Rule 405 under the Securities Act. Based on information provided to us by the Company and its representatives regarding, among other things, the composition of the Company's shareholders and the residence and citizenship of its directors and executive officers, and subject to the accuracy of such information, we are of the view that the Company qualifies as a foreign private issuer within the meaning of Rule 3b-4(c) under the Exchange Act. As a foreign private issuer, the Company is entitled to certain accommodations under the US federal securities laws and the rules of the Nasdaq Stock Market LLC, including, among other things, the ability to (i) file annual reports with the Commission on Form 20-F, (ii) furnish current reports to the Commission on Form 6-K in lieu of filing reports on Form 8-K, (iii) prepare its financial statements in accordance with IFRS as issued by the International Accounting Standards Board without reconciliation to US GAAP, and (iv) rely on certain exemptions from the corporate governance requirements of the Nasdaq Stock Market LLC rules.

8. Reliance and Beneficiaries

This letter is furnished solely for the benefit of the addressees hereof — the several Underwriters named in Schedule I to the Underwriting Agreement — in connection with the Offering described herein and is not to be used, circulated, quoted, referred to, or relied upon by any other person or for any other purpose without our prior written consent. In particular, no person other than the addressees hereof (and their respective successors and assigns who become such in accordance with the terms of the Underwriting Agreement) may rely on this letter.

This letter may not be quoted, referred to, or filed with any governmental agency, regulatory authority, stock exchange, or other person or entity without our prior written consent, except that (i) this letter may be filed as and to the extent required by applicable law, regulation, or legal process, and (ii) this letter may be referenced in the Underwriting Agreement and the closing documentation relating to the Offering.

9. Governing Law

This letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict-of-laws principles thereof.

Very truly yours,