PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006
MEMORANDUM
To: Vivienne St. Claire, Partner Robert Adeyemi, Partner
From: Claire Dempsey, Lead Associate Audrey Zhou, Working Associate
Date: February 14, 2026
Re: Due Diligence Memorandum — Corporate and Organizational Structure of Halcyon Semiconductor Aktiengesellschaft
Matter No.: 1032-00003
Status: Draft — Subject to Update
Right-click to update Table of Contents
I. Introduction and Purpose
The purpose of this memorandum is to summarize the findings of the corporate and organizational due diligence conducted in connection with the proposed initial public offering of American Depositary Shares ("ADSs") of Halcyon Semiconductor Aktiengesellschaft ("Halcyon," the "Company," or "HSAG") in the United States. The offering will be structured as a Level III American Depositary Receipt ("ADR") program, with target gross proceeds of approximately $900,000,000. The Company intends to register the ADSs and the underlying ordinary shares (Stammaktien) on a Registration Statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), and to list the ADSs on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."
The ADSs will be issued by Meridian Trust Company, N.A. (the "Depositary") pursuant to a Deposit Agreement among the Company, the Depositary, and holders of ADSs. Each ADS will represent two (2) ordinary shares (Stammaktien) of the Company (the "ADS Ratio"). The offering is expected to consist of both primary shares (newly issued ordinary shares) and secondary shares (existing ordinary shares sold by certain selling shareholders).
This memorandum has been prepared by the Calderwood & Harkness LLP engagement team, consisting of Claire Dempsey (Lead Associate) and Audrey Zhou (Working Associate), under the supervision of Vivienne St. Claire (Responsible Partner) and Robert Adeyemi (Billing Partner). The corporate and organizational due diligence review commenced on January 27, 2026. Document review and management interviews have been conducted in close coordination with Bähr Stein Rechtsanwälte PartGmbB ("Bähr Stein"), German counsel to Halcyon. The principal contacts at Bähr Stein for purposes of this engagement are Dr. Christoph Maurelban (Partner) and Johanna Weiß (Senior Associate).
The categories of documents reviewed in connection with this memorandum include, without limitation: the Company's current Satzung (articles of association); extracts from the Commercial Register (Handelsregister) maintained by the Amtsgericht München; the Company's shareholder register (Aktienregister); corporate minute books of the Vorstand (Management Board) and Aufsichtsrat (Supervisory Board); organizational documents for each material subsidiary; employment and service agreements for members of the Vorstand; rules of procedure (Geschäftsordnungen) for the Vorstand and Aufsichtsrat; committee charters; the trust deed for the Halcyon Employee Stock Ownership Trust ("ESOT"); and various governance policies. A complete list of all documents reviewed is set forth in Appendix A to this memorandum.
All analyses of German law matters set forth herein are based on confirmations provided by Bähr Stein and are summarized solely for purposes of United States securities disclosure. This memorandum does not constitute an independent opinion of Calderwood & Harkness LLP on matters of German law. For a comprehensive analysis of the German corporate law aspects of the offering — including the authorized capital mechanism, pre-emptive rights exclusion (Bezugsrechtsausschluss), and compliance with the German Stock Corporation Act (Aktiengesetz, "AktG") — reference should be made to the separate German Corporate Law Memorandum prepared by Calderwood & Harkness LLP in coordination with Bähr Stein (Matter No. 1032-00003-DE).
This memorandum is current as of the date hereof and will be supplemented or updated as additional due diligence materials are received and reviewed in the course of the engagement.
II. The Issuer — Halcyon Semiconductor Aktiengesellschaft
A. Basic Corporate Information
The following sets forth the basic corporate identification and organizational information for the Company, as confirmed through the document review process and through information provided by Bähr Stein and Company management:
• Full Legal Name: Halcyon Semiconductor Aktiengesellschaft
• Short Name / Ticker References: "Halcyon," "HSAG"; Frankfurt Stock Exchange ticker symbol: FRA: HCY
• Entity Type: Aktiengesellschaft (German public stock corporation), organized under and governed by the provisions of the German Stock Corporation Act (Aktiengesetz, "AktG")
• Jurisdiction of Incorporation: Federal Republic of Germany
• Registered Seat (Sitz): Munich, Bavaria, Germany
• Commercial Register: The Company is registered with the Amtsgericht München (Munich Local Court), Handelsregister Abteilung B, under registration number HRB 217458
• Registered Office / Headquarters Address: Maximilianstraße 72, 80539 Munich, Germany
• Date of Incorporation / Foundation: The Company was originally founded in 1997. Based on the review of the Commercial Register extract and the Company's corporate history, the Company was initially organized as a Gesellschaft mit beschränkter Haftung (GmbH) and subsequently converted to an Aktiengesellschaft in connection with its listing on the Frankfurt Stock Exchange. The precise date of the conversion and initial registration as an AG has been confirmed by Bähr Stein through the Commercial Register history.
• Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48
• Industry: The Company operates in the semiconductor industry. Specifically, Halcyon designs, develops, manufactures, and sells advanced power semiconductor devices, including silicon carbide (SiC) and gallium nitride (GaN) chips for applications in the automotive, industrial, and renewable energy sectors. The Company is recognized as a leading European supplier of wide-bandgap semiconductor solutions.
• Existing Public Listing: The Company's ordinary shares (Stammaktien) are currently admitted to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment, which is the transparency standard of the Regulated Market (Regulierter Markt) with additional post-admission obligations. The Company is therefore already subject to ongoing disclosure and reporting requirements under the Market Abuse Regulation (EU MAR), the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"), and the applicable rules of the Frankfurt Stock Exchange.
• Employees: As of the date of this memorandum, the Company employs approximately 8,400 individuals worldwide, across its operations in Germany, the United States, Singapore, the People's Republic of China, and the Czech Republic.
B. Articles of Association (Satzung)
We have reviewed the current Satzung (articles of association) of the Company. The version reviewed is the restated Satzung most recently filed with the Commercial Register at the Amtsgericht München. Bähr Stein has confirmed that the version provided to us is the currently effective version and that no amendments to the Satzung have been adopted or filed with the Commercial Register since the date of such version, other than as may be noted herein.
The following summarizes the key provisions of the Satzung relevant to the due diligence review:
Corporate Purpose (Unternehmensgegenstand). The Satzung defines the Company's corporate purpose as the design, development, manufacture, and sale of semiconductor products and related technologies, together with all activities ancillary or related thereto. The corporate purpose is drafted broadly enough to encompass the full range of the Company's current business activities, including its SiC and GaN product lines, as well as its research and development activities. We do not identify any provision of the corporate purpose that would restrict or limit the Company's ability to undertake the proposed offering or the contemplated use of proceeds.
Registered Seat. The Satzung designates Munich, Bavaria, Germany as the registered seat (Sitz) of the Company, which is consistent with the Commercial Register entry reviewed.
Share Capital Provisions. The Satzung sets forth the Company's registered share capital (Grundkapital) and the terms applicable to the Company's ordinary shares. A detailed discussion of share capital is provided in Section III below.
Authorized Capital (Genehmigtes Kapital). The Satzung contains provisions authorizing the Vorstand (Management Board), with the consent of the Aufsichtsrat (Supervisory Board), to increase the Company's share capital by issuing new shares up to a specified maximum amount, for a limited period of time, in accordance with Section 202 et seq. of the AktG. Bähr Stein has confirmed that the authorized capital currently available under the Satzung is sufficient in amount to accommodate the issuance of up to 30,000,000 new ordinary shares in connection with the proposed US IPO, including shares that may be issued upon exercise of the overallotment option. The authorized capital provisions also address the exclusion of pre-emptive rights (Bezugsrechtsausschluss), which is necessary for the offering of new shares to US investors without first offering such shares to existing shareholders. The analysis of the statutory and Satzung requirements for the pre-emptive rights exclusion, including the adequacy of the Vorstand report required under Section 203(2) in conjunction with Section 186(4) sentence 2 of the AktG, is addressed separately in the German Corporate Law Memorandum prepared by Calderwood & Harkness in coordination with Bähr Stein.
Governance Structure. The Satzung provides for a mandatory two-tier board system, consisting of a Vorstand (Management Board) and an Aufsichtsrat (Supervisory Board), as required by the AktG for all Aktiengesellschaften. The governance structure is discussed in detail in Section V below.
Fiscal Year. The Satzung specifies that the Company's fiscal year runs from January 1 through December 31 of each calendar year. This is consistent with the Company's historical financial reporting periods and with the fiscal year used in the financial statements to be included in the Registration Statement.
General Meeting (Hauptversammlung) Provisions. The Satzung contains standard provisions governing the convocation, conduct, and procedures of the annual and extraordinary general meetings of shareholders (Hauptversammlungen), in accordance with the requirements of the AktG. These provisions address, among other things, notice requirements, agenda-setting procedures, quorum requirements, and majority thresholds for ordinary and extraordinary resolutions. Additional discussion of the Hauptversammlung is provided in Section V.D below.
Profit Distribution Provisions. The Satzung contains provisions governing the distribution of annual profits (Bilanzgewinn), consistent with the requirements of the AktG. The Hauptversammlung has the authority to determine the allocation of distributable profits, including the declaration of dividends, subject to any recommendations of the Vorstand and Aufsichtsrat. No unusual or restrictive provisions regarding profit distribution were identified in the Satzung.
No Restrictions on Foreign Ownership. We have not identified any provision in the Satzung that restricts or limits the ownership of shares by foreign (non-German) persons or entities. This observation is relevant given the proposed US offering and listing. We note, however, that German statutory and regulatory frameworks may impose certain notification requirements on foreign investors acquiring significant shareholdings; these requirements are addressed separately in the applicable regulatory memoranda.
Single Class of Shares. The Satzung does not provide for multiple classes of shares or differential voting rights. All shares of the Company are ordinary shares (Stammaktien), each of which carries equal voting rights (one vote per share) and equal economic rights. No preference shares (Vorzugsaktien), whether with or without voting rights, have been authorized or issued.
C. Commercial Register Extract
We have reviewed the most recent extract (Handelsregisterauszug) from the Commercial Register (Handelsregister, Abteilung B) maintained by the Amtsgericht München for Halcyon Semiconductor Aktiengesellschaft, registration number HRB 217458.
The Commercial Register extract confirms the following key information:
• The Company's registered legal name, registered seat, and business address as set forth in Section II.A above.
• The current composition of the Vorstand (Management Board), including all current members, consistent with the information set forth in Section V.B below.
• The identity of the current Aufsichtsrat (Supervisory Board) chair, Prof. Dr. Anneliese Voss, as referenced in Section V.C below.
• The Company's current registered share capital (Grundkapital) amount, consistent with the share capital analysis in Section III below.
• The identity of authorized representatives, including individuals holding general commercial power of attorney (Prokura) on behalf of the Company.
The most recent entry in the Commercial Register extract reviewed reflects the current share capital, Vorstand members, and Prokura holders. We did not identify any adverse entries in the Commercial Register, including, without limitation, any entries relating to insolvency proceedings (Insolvenzverfahren), dissolution notices (Auflösung), liquidation proceedings, or any judicial or administrative actions affecting the Company's corporate existence or good standing.
We note that Bähr Stein has agreed to provide an updated Commercial Register extract proximate to the filing of the Registration Statement with the SEC, in order to confirm that no adverse entries have been made and that the registered information remains current as of the date of filing.
III. Share Capital and Outstanding Shares
A. Issued and Outstanding Share Capital
Based on our review of the Satzung, the Commercial Register extract, and confirmations from Bähr Stein and Company management, the Company's share capital and outstanding shares are as follows:
• Total Outstanding Shares: 215,000,000 ordinary shares (Stammaktien)
• Par Value: The Company's shares are no-par-value shares (nennwertlose Stückaktien) as permitted under the AktG. Each share represents an equal notional fraction (rechnerischer Anteil) of the Company's registered share capital (Grundkapital). Under the AktG, each no-par-value share must represent a notional amount of at least one euro (€1.00) of the registered share capital.
• Form of Shares: The Company's shares are issued as registered shares (Namensaktien). Pursuant to the AktG, registered shares are recorded in the Company's share register (Aktienregister), which records the name, date of birth (for natural persons) or legal seat (for legal entities), and address of each registered shareholder, as well as the number of shares held by such shareholder. Transfers of registered shares require registration in the share register to be effective vis-à-vis the Company.
• Listing: All 215,000,000 outstanding ordinary shares are admitted to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) in the Prime Standard segment of the Regulated Market (Regulierter Markt). The shares are held in book-entry form through the facilities of Ashgrove Enterprises Banking AG, the German central securities depository.
• Market Capitalization: As of January 10, 2026, the approximate market capitalization of the Company was €8.6 billion, based on 215,000,000 shares outstanding and the closing price of the Company's shares on the Frankfurt Stock Exchange as of such date.
B. Authorized Capital (Genehmigtes Kapital)
As noted in Section II.B above, the Satzung contains authorized capital (genehmigtes Kapital) provisions that permit the Vorstand, with the consent of the Aufsichtsrat, to increase the Company's share capital by issuing new ordinary shares, up to a specified maximum amount, without further shareholder approval, during a defined authorization period (which may not exceed five years from the date of the relevant shareholders' resolution, in accordance with Section 202 of the AktG).
Bähr Stein has confirmed that the existing authorized capital available under the Satzung is sufficient to cover the proposed issuance of up to 30,000,000 new ordinary shares in connection with the US IPO (representing 15,000,000 ADSs at the ADS Ratio of 1 ADS = 2 ordinary shares), as well as the additional shares that may be issued upon exercise of the overallotment option (as described in Section III.C below). Bähr Stein has further confirmed that the authorized capital authorization has not expired and remains in full force and effect.
The issuance of new shares to US investors without offering pre-emptive subscription rights (Bezugsrechte) to existing shareholders requires the exclusion of such pre-emptive rights (Bezugsrechtsausschluss) in accordance with Section 186 of the AktG. The Vorstand must provide a written report to the Aufsichtsrat and the shareholders justifying the exclusion of pre-emptive rights, and the exclusion must be in the Company's interest. A detailed analysis of the statutory and Satzung requirements for the Bezugsrechtsausschluss, including the substantive justification and procedural requirements under Sections 203(2) and 186(4) of the AktG and relevant case law, is set forth in the separate German Corporate Law Memorandum (Matter No. 1032-00003-DE).
C. Post-IPO Capitalization (Excluding Greenshoe)
The following table summarizes the anticipated pre-offering and post-offering capitalization of the Company:
In addition to the base deal, the underwriting agreement is expected to provide for an overallotment option (the "Greenshoe") of up to 3,210,000 additional ADSs, representing 6,420,000 additional ordinary shares. The overallotment option represents 15% of the base deal of 21,400,000 ADSs (consisting of 15,000,000 primary ADSs and 6,400,000 secondary ADSs, as described in Section IV below) and is expected to be exercisable for a period of 30 days following the pricing of the offering. If the overallotment option were exercised in full, the total post-offering shares outstanding would be 251,420,000 ordinary shares. The source of shares for the overallotment option (primary issuance versus lending arrangement from selling shareholders) is under discussion among the parties and has not yet been finalized.
D. Other Equity Instruments
Based on our review of the Satzung, the Commercial Register extract, the minute books of the Vorstand and Aufsichtsrat, and confirmations from Bähr Stein and Company management, we have not identified any outstanding convertible bonds, warrants, stock options, or other instruments convertible into or exercisable for ordinary shares of the Company, other than the shares held by the Halcyon Employee Stock Ownership Trust ("ESOT") as described in Section IV.D below. The ESOT holds ordinary shares that are already outstanding and included in the 215,000,000 shares outstanding referenced above; the ESOT does not hold any options, warrants, or convertible instruments.
Furthermore, we have not identified any conditional capital (bedingtes Kapital) provisions in the Satzung that would authorize the issuance of additional shares upon the occurrence of specified conditions (such as the exercise of conversion or subscription rights). Bähr Stein has confirmed that no conditional capital has been authorized under the current Satzung and that no such authorization is pending. Accordingly, there are no sources of dilution beyond the primary shares to be issued in the US IPO and the shares potentially issuable upon exercise of the overallotment option, as described above.
IV. Major Shareholders and Shareholder Register
A. Current Major Shareholders (Pre-IPO)
Based on our review of the Company's shareholder register and information provided by Company management, the following table sets forth the major shareholders of the Company as of the date of this memorandum, prior to giving effect to the proposed offering:
The following subsections provide additional detail on each of the identified major shareholders and on the Company's free float.
B. Rheintal Industrieholding GmbH
• Full Legal Name: Rheintal Industrieholding Gesellschaft mit beschränkter Haftung
• Entity Type: Gesellschaft mit beschränkter Haftung (GmbH) — German limited liability company
• Jurisdiction of Organization: Federal Republic of Germany; registered seat in Düsseldorf
• Registered Address: Königsallee 60, 40212 Düsseldorf, Germany
• Role: Rheintal Industrieholding GmbH ("Rheintal") is the single largest shareholder of the Company. It is a private family holding company controlled by the Wendt family.
• Managing Director: Margarethe Wendt serves as the Managing Director (Geschäftsführerin) of Rheintal. Ms. Wendt is the sister of Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon. This familial relationship constitutes a related-party matter requiring prominent disclosure in the Registration Statement and prospectus, as discussed further below.
• Current Holding: Rheintal currently holds 47,945,000 ordinary shares of the Company, representing approximately 22.3% of the outstanding share capital.
• Proposed Secondary Sale in the Offering: It is currently anticipated that Rheintal will sell approximately 8,500,000 existing ordinary shares (representing approximately 4,250,000 ADSs at the ADS Ratio) in the proposed offering as a selling shareholder. The final number of shares to be sold by Rheintal will be determined at the time of pricing and may be subject to adjustment.
• Post-IPO Holding: Following the completion of the offering (assuming the base deal is completed as described, and assuming no exercise of the overallotment option), Rheintal is expected to hold approximately 39,445,000 ordinary shares out of 245,000,000 total shares outstanding, representing approximately 16.1% of the post-offering outstanding share capital.
• Related-Party Considerations: The relationship between Rheintal and the Company is a significant related-party matter. Specifically, the controlling person of Rheintal, Margarethe Wendt, is the sibling of the Company's CEO, Dr. Friedrich Wendt. This relationship triggers disclosure obligations under Item 7.B of Form 20-F (Related-Party Transactions), which will be applicable to the Company's annual reporting obligations as a foreign private issuer following the offering. The relationship also requires disclosure in the Risk Factors and Principal Shareholders sections of the prospectus. A detailed analysis of the related-party transactions between the Company and Rheintal (including any consulting arrangements, supply agreements, or other commercial relationships) is being prepared in the separate Related-Party Transactions Memorandum (Matter No. 1032-00003-RPT). Our initial review of the corporate minute books has not identified any unusual or undisclosed transactions between the Company and Rheintal, but this matter remains under active review.
C. Kestrel Capital Partners AG
• Full Legal Name: Kestrel Capital Partners Aktiengesellschaft
• Entity Type: Aktiengesellschaft (AG) — Swiss public stock corporation
• Jurisdiction of Organization: Switzerland; registered seat in Glenrock Assurance
• Registered Address: Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland
• Role: Kestrel Capital Partners AG ("Kestrel") is the second-largest single shareholder of the Company. Kestrel is a European technology-focused investment fund that manages assets on behalf of institutional investors. Kestrel has been a shareholder of the Company since approximately 2017, based on information provided by Company management.
• Managing Partner: Henrik Sørensen
• Current Holding: Kestrel currently holds 20,855,000 ordinary shares of the Company, representing approximately 9.7% of the outstanding share capital.
• Proposed Secondary Sale in the Offering: It is currently anticipated that Kestrel will sell approximately 4,300,000 existing ordinary shares (representing approximately 2,150,000 ADSs at the ADS Ratio) in the proposed offering as a selling shareholder. As with Rheintal, the final number of shares to be sold by Kestrel will be determined at the time of pricing.
• Post-IPO Holding: Following the completion of the offering (assuming the base deal is completed as described, and assuming no exercise of the overallotment option), Kestrel is expected to hold approximately 16,555,000 ordinary shares out of 245,000,000 total shares outstanding, representing approximately 6.8% of the post-offering outstanding share capital.
• Related-Party Considerations: Based on our review, Kestrel does not have any familial or other related-party relationship with the Company's management or other shareholders that would trigger specific related-party disclosure requirements. However, as a major shareholder and selling shareholder, Kestrel's holdings and transactions will be disclosed in the Principal Shareholders and Selling Shareholders sections of the prospectus.
D. Halcyon Employee Stock Ownership Trust (ESOT)
• Holding: The Halcyon Employee Stock Ownership Trust (the "ESOT") currently holds 6,665,000 ordinary shares of the Company, representing approximately 3.1% of the outstanding share capital.
• Entity Type: The ESOT is a trust established under German law for the benefit of employees of the Company and its subsidiaries.
• Purpose: The ESOT was established as an employee benefit plan to promote employee ownership and align the interests of employees with those of the Company's shareholders. Shares held by the ESOT are allocated to participating employees in accordance with the terms of the ESOT trust deed.
• Selling Shareholder Status: The ESOT is not currently expected to sell any shares in the proposed offering.
• Post-IPO Holding: Following the completion of the offering (assuming the base deal is completed as described), the ESOT is expected to hold 6,665,000 ordinary shares out of 245,000,000 total shares outstanding, representing approximately 2.7% of the post-offering outstanding share capital.
• Further Detail: The structure, terms, and administration of the ESOT, including the identity of the trustee, the allocation methodology, vesting provisions, and any dilutive impact of the ESOT, are addressed in the separate Employee Benefit Plans and Compensation Memorandum (Matter No. 1032-00003-EBC). Confirmation of the ESOT trust documentation and trustee identity is identified as an open item in Section IX.A below.
E. Free Float
Approximately 64.9% of the Company's outstanding shares (approximately 139,535,000 shares) are held in free float. Based on our review of the shareholder register and publicly available information, no individual shareholder (other than Rheintal, Kestrel, and the ESOT, as described above) holds shares in an amount exceeding the reportable threshold of 3% of outstanding voting rights under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG"). The WpHG imposes notification obligations on shareholders who reach, exceed, or fall below certain ownership thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, and 75%), and no such notifications have been received by the Company from any shareholder other than Rheintal and Kestrel, based on our review of the Company's records.
F. Shareholder Register
Halcyon maintains a share register (Aktienregister) as required by Section 67 of the AktG for companies that have issued registered shares (Namensaktien). The share register records the identity, address, and shareholding of each registered shareholder and is maintained by the Company (or its registrar agent) in electronic form.
We have reviewed the share register for completeness and consistency with the shareholder information set forth in this Section IV. No material discrepancies were identified between the share register and the shareholder information provided by the Company. We note that, as is standard for German companies listed on the Frankfurt Stock Exchange, the overwhelming majority of share transfers are effected through the book-entry system maintained by Ashgrove Enterprises Banking AG, the German central securities depository. Accordingly, the share register reflects Ashgrove Enterprises Banking AG (or its nominees) as the registered holder for shares held in the Ashgrove Enterprises system, and beneficial ownership information for shares held through Ashgrove Enterprises is derived from the records of the participating financial institutions.
For purposes of the US offering, ADS holders will hold their interests in the Company's ordinary shares through the Depositary, Meridian Trust Company, N.A. The Depositary (or its nominee) will be registered in the Company's share register as the holder of the ordinary shares underlying the ADSs.
V. Governance Structure
A. Overview — Two-Tier Board System
As an Aktiengesellschaft organized under the AktG, Halcyon operates under a mandatory two-tier governance structure. This structure is fundamentally different from the single-tier board model (board of directors) that is standard for US publicly traded corporations and will require detailed explanation in the prospectus for the benefit of US investors. The two-tier structure consists of the following bodies:
• Vorstand (Management Board): The Vorstand is responsible for the day-to-day management and strategic direction of the Company. Under the AktG, the Vorstand manages the Company's business under its own responsibility (eigenverantwortlich) and is not subject to instructions from the Aufsichtsrat or the shareholders with respect to management decisions (except as otherwise provided by law or the Satzung). The Vorstand represents the Company in dealings with third parties.
• Aufsichtsrat (Supervisory Board): The Aufsichtsrat exercises oversight over the Vorstand. Its principal functions include appointing and removing members of the Vorstand, setting the compensation of Vorstand members, and approving certain significant transactions that the Satzung or the rules of procedure of the Vorstand designate as requiring Aufsichtsrat consent. The Aufsichtsrat does not itself manage the Company's business.
Under the AktG, no individual may simultaneously serve on both the Vorstand and the Aufsichtsrat of the same company. This structural separation of management and oversight functions is a defining characteristic of the German corporate governance system.
B. Vorstand (Management Board)
The following table sets forth the current composition of the Vorstand as reflected in the Commercial Register and confirmed by Company management:
Appointment and Terms. Members of the Vorstand are appointed by the Aufsichtsrat for fixed terms in accordance with Section 84 of the AktG. The maximum term for a Vorstand appointment is five years, and appointments may be renewed for successive five-year terms. The current terms and expiration dates of each Vorstand member's appointment have been reviewed and are on file. We did not identify any term expirations that would create a governance disruption during the anticipated offering period.
Rules of Procedure (Geschäftsordnung des Vorstands). We have reviewed the rules of procedure for the Vorstand (Geschäftsordnung des Vorstands) adopted by the Aufsichtsrat. The rules of procedure set forth the standard allocation of responsibilities among the individual members of the Vorstand, delineating each member's functional area of responsibility. Importantly, the rules of procedure identify certain categories of transactions and corporate actions that require the prior consent (Zustimmung) of the Aufsichtsrat, including, without limitation: (i) capital increases and other changes to the share capital structure; (ii) the acquisition or disposition of businesses, business units, or significant assets above specified financial thresholds; (iii) the entry into material indebtedness or the granting of security interests above specified thresholds; and (iv) the establishment, dissolution, or restructuring of subsidiaries. These reserved matters are consistent with standard German corporate governance practice for companies of Halcyon's size and complexity.
Representation and Signatory Authority. We have reviewed the Commercial Register entry confirming the authorized representatives of the Company and the individuals holding Prokura (general commercial power of attorney). Under the Company's representation rules, the Company is represented by two members of the Vorstand acting jointly, or by one member of the Vorstand acting jointly with a Prokura holder. We confirmed that the representation rules are accurately reflected in the current Commercial Register entry.
Conflict of Interest — Wendt Family. As noted above, Dr. Friedrich Wendt, the CEO and Vorstandsvorsitzender, is the brother of Margarethe Wendt, the Managing Director of Rheintal Industrieholding GmbH, which holds 22.3% of the Company's outstanding shares and is the Company's largest single shareholder. This familial relationship constitutes a significant related-party matter that must be disclosed prominently in the prospectus, including in the Risk Factors section (under a risk factor addressing concentration of ownership and potential conflicts of interest), the Related-Party Transactions section, and the Principal Shareholders section. We have not identified any specific instances in which this relationship has resulted in a conflict of interest or an improper transaction, based on our review of the corporate minute books and governance records, but we note that a comprehensive review of related-party transactions is being conducted separately.
Service Agreements. We have reviewed the service agreements (Dienstverträge) for all five current members of the Vorstand. The key terms of these agreements — including base compensation, variable compensation (bonus) provisions, long-term incentive arrangements, severance and change-of-control provisions, post-contractual non-competition covenants, and fringe benefits — will need to be disclosed in the executive compensation section of the prospectus. A detailed summary of the compensation arrangements is being prepared in the separate Employee Benefit Plans and Compensation Memorandum.
C. Aufsichtsrat (Supervisory Board)
Chair. The Aufsichtsrat is chaired by Prof. Dr. Anneliese Voss, age 63, who is a former dean of the Faculty of Engineering at the Universität Stuttgart. Prof. Dr. Voss has served as an independent member of the Aufsichtsrat since 2018 and was elected as chair in 2020.
Composition. The total composition of the Aufsichtsrat has been reviewed. The Aufsichtsrat is constituted in accordance with the requirements of the AktG and the German Codetermination Act (Mitbestimmungsgesetz, "MitbestG"), as applicable. Given the Company's workforce of approximately 8,400 employees, the Company is subject to the MitbestG, which requires that one-half of the members of the Aufsichtsrat be elected by the employees and one-half by the shareholders. The chair of the Aufsichtsrat (who is a shareholder representative) holds a casting vote in the event of a tie. We have confirmed that the current composition of the Aufsichtsrat complies with these codetermination requirements.
Independence Assessment. The independence of the members of the Aufsichtsrat is relevant to the Company's compliance with the corporate governance listing standards of the Nasdaq Global Select Market. However, as the Company intends to qualify and register as a foreign private issuer (FPI) under the Exchange Act, the Company will be entitled to rely on certain exemptions from the Nasdaq corporate governance requirements pursuant to Nasdaq Rule 5615(a)(3), including exemptions from certain board independence, committee composition, and shareholder approval requirements. A detailed analysis of the Nasdaq corporate governance exemptions available to the Company as an FPI, and of the extent to which the Company intends to rely on such exemptions, is being prepared in the separate Nasdaq Corporate Governance Exemptions Memorandum (Matter No. 1032-00003-NCG).
Aufsichtsrat Committees. We have reviewed the charter documents (Geschäftsordnungen) for the three standing committees of the Aufsichtsrat:
(i) Audit Committee (Prüfungsausschuss): Responsible for overseeing the Company's financial reporting, internal controls, risk management, and the relationship with the Company's external auditors. The composition and mandate of the audit committee have been reviewed for compliance with German corporate governance standards (including the German Corporate Governance Code (Deutscher Corporate Governance Kodex, "DCGK")) and with any applicable US requirements under the SEC rules and Nasdaq listing standards (noting that certain FPI exemptions may be available, but that the SEC's audit committee requirements under Rule 10A-3 of the Exchange Act generally apply to FPIs as well, subject to certain accommodations).
(ii) Nominations Committee (Nominierungsausschuss): Responsible for identifying and recommending candidates for election to the Aufsichtsrat and, in coordination with the full Aufsichtsrat, for the appointment of Vorstand members.
(iii) Compensation Committee (Vergütungsausschuss): Responsible for recommending compensation policies and individual compensation packages for Vorstand members to the full Aufsichtsrat for approval.
The charter documents for each committee were reviewed and found to be consistent with applicable German governance standards and the DCGK. The extent to which these committees satisfy or are exempt from the specific requirements of the Nasdaq listing standards is addressed in the Nasdaq Corporate Governance Exemptions Memorandum referenced above.
Interlocks and Cross-Directorships. We have reviewed the Aufsichtsrat membership for interlocking directorships and cross-board memberships that may require disclosure under SEC rules, including Item 6 of Form 20-F and Regulation S-K Item 407. No material interlocks or cross-directorships were identified beyond the Rheintal / Wendt family relationship discussed extensively herein. Specifically, no member of the Vorstand serves on the board of directors or supervisory board of any entity whose executive officers or directors serve on the Aufsichtsrat of Halcyon.
D. Hauptversammlung (General Meeting of Shareholders)
The Hauptversammlung (general meeting of shareholders) is the supreme decision-making body of the Company with respect to certain fundamental matters, including the approval of the annual financial statements, the election of shareholder representatives to the Aufsichtsrat, the appointment of the Company's external auditors, the approval of capital increases (to the extent not delegated to the Vorstand through authorized capital provisions), amendments to the Satzung, and certain other extraordinary corporate actions.
The annual general meeting procedures are governed by the applicable provisions of the AktG and the Satzung. Key provisions reviewed include:
• Voting Rights: Each share carries one vote at the Hauptversammlung. As noted above, there are no differential voting rights or dual-class share structures.
• Quorum and Majority Requirements: We have reviewed the quorum and majority requirements set forth in the Satzung for both ordinary resolutions (einfache Beschlüsse) and extraordinary resolutions (qualifizierte Beschlüsse, requiring a supermajority of 75% of the share capital represented at the meeting). The Satzung does not deviate from the statutory default provisions of the AktG with respect to quorum and majority thresholds in any material respect.
• ADS Holder Voting: US ADS holders will be able to exercise voting rights with respect to the underlying ordinary shares through the Depositary, Meridian Trust Company, N.A. The mechanism for voting instructions — including the procedures by which ADS holders may instruct the Depositary to vote the underlying shares in accordance with their instructions, and the consequences of a failure to provide timely instructions — will be set forth in the Deposit Agreement and disclosed in the prospectus. We note that this indirect voting mechanism is a standard feature of Level III ADR programs and will be identified as a risk factor in the prospectus (risk of delayed or ineffective voting).
VI. Material Subsidiaries
A. Overview of Group Structure
Halcyon Semiconductor AG is the ultimate parent company of a group of wholly-owned subsidiaries spanning five jurisdictions: Germany, the United States, Singapore, the People's Republic of China, and the Czech Republic. Based on our review of the organizational documents, intercompany ownership records, and confirmations from Company management and Bähr Stein, all material subsidiaries are 100% owned, directly, by Halcyon Semiconductor AG. There are no intermediate holding companies, no joint ventures, and no minority investments that have been identified as material for purposes of this review.
The following subsections provide summary information on each of the five material subsidiaries identified in the due diligence review. A corporate organizational chart reflecting the full group structure is included as Appendix B to this memorandum and will be incorporated into the business description section of the prospectus.
B. Halcyon Semiconductor USA Inc.
• Full Legal Name: Halcyon Semiconductor USA Inc.
• Entity Type: Corporation, incorporated under the General Corporation Law of the State of Delaware
• Jurisdiction of Incorporation: Delaware, United States
• Registered Agent / Address: Cobalt Ridge Technologies, 1209 Orange Street, Wilmington, Delaware 19801
• Principal Office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054
• Ownership: 100% of the issued and outstanding shares of capital stock are directly held by Halcyon Semiconductor AG
• Employer Identification Number (EIN): 84-3927561
• Function: Halcyon Semiconductor USA Inc. serves as the Company's US operating subsidiary and is responsible for US sales, application engineering, and customer support activities. The subsidiary does not engage in manufacturing operations.
• Good Standing: We have reviewed the Certificate of Good Standing issued by the Delaware Secretary of State. As of the date of such certificate, Halcyon Semiconductor USA Inc. was in good standing under the laws of the State of Delaware.
• Foreign Qualifications: We have reviewed foreign qualification filings in the State of California, where the subsidiary maintains its principal office, and in other states where the subsidiary conducts business. No material deficiencies in foreign qualification were identified, although updated certificates of good standing from the Delaware Secretary of State and the California Secretary of State will need to be obtained closer to the anticipated closing date, as noted in Section IX.A below.
• Organizational Documents: We have reviewed the Certificate of Incorporation and Bylaws of Halcyon Semiconductor USA Inc. These documents contain standard provisions and do not include any unusual restrictions on the subsidiary's operations or its ability to upstream dividends or other distributions to the parent company.
• Key Personnel: The key officers and directors of the US subsidiary have been identified and reviewed. The subsidiary is managed by officers appointed by the sole shareholder (Halcyon Semiconductor AG).
C. Halcyon Power Solutions GmbH
• Full Legal Name: Halcyon Power Solutions GmbH
• Short Name: HPS GmbH
• Entity Type: Gesellschaft mit beschränkter Haftung (GmbH) — German limited liability company
• Jurisdiction of Organization: Federal Republic of Germany; registered seat in Dresden
• Registered Address: Königsbrücker Straße 180, 01099 Dresden, Germany
• Ownership: 100% of the issued quota (Geschäftsanteile) directly held by Halcyon Semiconductor AG
• Function: Halcyon Power Solutions GmbH is the Company's primary silicon carbide (SiC) fabrication subsidiary. HPS GmbH operates Fab 2, which is currently operational and producing SiC wafers and devices, and is overseeing the construction and commissioning of Fab 3, which is the Company's next-generation SiC fabrication facility.
• Significance to the Offering: The Fab 3 expansion is the single largest planned use of the net proceeds from the primary portion of the offering. The Company currently anticipates allocating approximately $280,000,000 of the primary net proceeds to the continued construction, equipping, and commissioning of the Fab 3 SiC fabrication facility in Dresden. This planned use of proceeds will be prominently disclosed in the "Use of Proceeds" section of the prospectus. Accordingly, the organizational and operational status of HPS GmbH is of heightened importance to the offering.
• Commercial Register: We have reviewed the Commercial Register extract (Amtsgericht Dresden) for HPS GmbH. The entry confirms that the entity is active, reflects the current managing directors (Geschäftsführer), and sets forth the registered share capital of the entity. No adverse entries were identified.
• Organizational Documents: We have reviewed the Gesellschaftsvertrag (articles of association) of HPS GmbH. The Gesellschaftsvertrag contains standard provisions for a German GmbH subsidiary. No unusual restrictions on the subsidiary's operations or its ability to distribute profits to the parent company were identified.
D. Halcyon Asia Pacific Pte. Ltd.
• Full Legal Name: Halcyon Asia Pacific Pte. Ltd.
• Short Name: Halcyon APAC
• Entity Type: Private limited company, incorporated under the Companies Act (Chapter 50) of Singapore
• Jurisdiction of Incorporation: Republic of Singapore
• Registered Address: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981
• Ownership: 100% of the issued shares directly held by Halcyon Semiconductor AG
• Function: Halcyon APAC serves as the Company's Asia-Pacific sales hub and regional distribution center. The subsidiary manages customer relationships and distribution logistics across the APAC region, including key markets in Japan, South Korea, Taiwan, and Southeast Asia.
• ACRA Registration: We have reviewed the filing records with the Accounting and Corporate Regulatory Authority (ACRA) of Singapore. The entity is registered and in good standing.
• Organizational Documents: We have reviewed the Constitution of Halcyon Asia Pacific Pte. Ltd. The Constitution contains standard provisions and does not include any unusual restrictions on operations or distributions.
E. Halcyon Shanghai Semiconductor Co., Ltd.
• Full Legal Name: Halcyon Shanghai Semiconductor Co., Ltd.
• Short Name: Halcyon Shanghai
• Entity Type: Wholly Foreign-Owned Enterprise (WFOE), established under the laws of the People's Republic of China
• Jurisdiction of Organization: People's Republic of China
• Registered Address: No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203, PRC
• Ownership: 100% of the registered capital directly held by Halcyon Semiconductor AG
• Function: Halcyon Shanghai serves as the Company's China-based sales and engineering center. The subsidiary provides local sales support, application engineering services, and technical support to the Company's Chinese customers. Importantly, Halcyon Shanghai does not conduct any manufacturing operations. All products sold through Halcyon Shanghai are manufactured at the Company's facilities in Germany and the Czech Republic and are imported into China through lawful export channels.
• Organizational Documents: We have reviewed the business license (yingye zhizhao) and articles of association (zhangcheng) of Halcyon Shanghai. The entity is registered and authorized to conduct business in its designated scope.
• Sensitive Jurisdiction Note: The PRC operations of the Company, through Halcyon Shanghai, are subject to heightened scrutiny given the current geopolitical environment relating to semiconductor technology. In particular, the Company's operations in China must be evaluated in the context of US Export Administration Regulations (EAR), maintained by the Bureau of Industry and Security (BIS) of the US Department of Commerce, which impose restrictions on the export, reexport, and transfer of certain semiconductor technologies and products to China. Additionally, the Company's PRC operations may be subject to review under EU export control regulations, CFIUS (to the extent US assets or technologies are involved), and PRC domestic data security and technology transfer regulations. A comprehensive analysis of these issues is being conducted in the separate Sanctions, Anti-Corruption, and Export Controls Memorandum (Matter No. 1032-00003-SAC). The Company's PRC exposure will also be identified as a risk factor in the prospectus.
F. Halcyon Automotive Components s.r.o.
• Full Legal Name: Halcyon Automotive Components s.r.o.
• Short Name: Halcyon Czech
• Entity Type: společnost s ručením omezeným (s.r.o.) — Czech limited liability company, formed under the Czech Business Corporations Act (Zákon o obchodních korporacích)
• Jurisdiction of Organization: Czech Republic; registered seat in Brno
• Registered Address: Technologický park 6, 612 00 Brno, Czech Republic
• Ownership: 100% of the ownership interest (podíl) directly held by Halcyon Semiconductor AG
• Function: Halcyon Czech operates a module assembly and testing facility. The subsidiary assembles and tests power modules, incorporating SiC and GaN devices manufactured at the Company's German fabrication facilities, for delivery to automotive and industrial customers.
• Czech Commercial Register: We have reviewed the extract from the Czech Commercial Register (Obchodní rejstřík) for Halcyon Automotive Components s.r.o. The entity is active and in good standing. The registered information, including current managing directors (jednatelé) and registered capital, has been confirmed.
• Organizational Documents: We have reviewed the Memorandum of Association (Zakladatelská listina) and Articles of Association of Halcyon Czech. The organizational documents contain standard provisions and do not include any unusual restrictions.
G. Organizational Chart