MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
FOR INTERNAL USE ONLY
To: Office of the General Counsel, Calderwood & Harkness LLP
From: Vivienne St. Claire, Partner, Capital Markets Practice Group
CC: Robert Adeyemi, Partner, Capital Markets Practice Group
Date: January 10, 2026
Re: Conflicts Clearance — Proposed Engagement by Halcyon Semiconductor Aktiengesellschaft (ADR IPO); Proposed Matter Number 1032-00003
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I. Purpose and Summary
This memorandum documents the results of the conflicts clearance process conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as United States securities counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft incorporated in Munich, Bavaria, Federal Republic of Germany (Commercial Register No. HRB 217458, Amtsgericht München), in connection with a prospective initial public offering in the United States through a Level III American Depositary Receipt (ADR) program (the "Proposed Transaction" or the "IPO").
The Proposed Transaction contemplates target gross proceeds of approximately $900,000,000 and involves the listing of American Depositary Shares ("ADSs"), each representing a specified number of Halcyon ordinary shares, on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." Halcyon intends to register the ADSs and the underlying ordinary shares on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), and to register the ADR facility on Form F-6 thereunder. The Proposed Transaction is expected to include both a primary offering component and a secondary component in which certain existing shareholders will sell a portion of their holdings.
The conflicts check was initiated on January 8, 2026, upon receipt of preliminary engagement instructions from Wilhelm Ostermann, General Counsel (Chefjustitiar) of Halcyon, and was completed on January 10, 2026. The check was conducted in accordance with the Firm's standard conflicts clearance procedures and the New York Rules of Professional Conduct.
Conclusion: Based on the comprehensive analysis set forth below, no disqualifying conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting this engagement. The engagement may proceed subject to the informational waivers, disclosures, and monitoring items described in Section VI of this memorandum.
II. Engagement Overview
The following summarizes the key terms and participants associated with the proposed engagement:
Client: Halcyon Semiconductor Aktiengesellschaft, Maximilianstraße 72, 80539 Munich, Bavaria, Federal Republic of Germany. Halcyon is a publicly traded German Aktiengesellschaft whose ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY." Halcyon is a fabless semiconductor company specializing in power management integrated circuits and wide-bandgap semiconductor solutions for automotive, industrial, and renewable energy applications.
Client Contact: Wilhelm Ostermann, General Counsel (Chefjustitiar), Halcyon Semiconductor Aktiengesellschaft.
Nature of Engagement: Representation as US securities counsel in connection with (i) the preparation and filing of the Registration Statement on Form F-1 under the Securities Act, (ii) the preparation and filing of the Registration Statement on Form F-6 for the ADR facility, (iii) structuring of the Level III ADR facility, including negotiation of the Deposit Agreement with the depositary bank, (iv) negotiation and drafting of the underwriting agreement and related underwriting documentation, (v) preparation of all ancillary US legal documentation, including officers' and directors' questionnaires, lock-up agreements, comfort letter requests, legal opinions, and blue sky survey, (vi) coordination with German counsel regarding German law matters, corporate governance disclosures, and cross-border regulatory compliance, (vii) SEC review process management and response to Staff comments, and (viii) all other ancillary US legal matters arising in connection with the IPO.
Responsible Partner: Vivienne St. Claire, Partner, Capital Markets Practice Group (New York).
Billing Partner: Robert Adeyemi, Partner, Capital Markets Practice Group (New York).
Specialist Partner: Leonard Cross, Partner, Tax Practice Group (New York). Mr. Cross will be responsible for the passive foreign investment company ("PFIC") analysis, the US federal income tax opinion to be included in the prospectus, and treaty analysis relating to withholding tax on dividends and other distributions on the ADSs under the US-Germany Income Tax Treaty.
Lead Associate: Claire Dempsey, Capital Markets Practice Group (New York).
Working Associate: Audrey Zhou, Capital Markets Practice Group (New York).
Proposed Matter Number: 1032-00003.
Estimated Fees: $3,200,000 – $3,800,000, billed on an hourly basis in accordance with C&H's standard rate schedule for capital markets engagements. The estimated fee range reflects the anticipated complexity of the cross-border ADR structure, the expected multi-round SEC review process, and the substantial volume of disclosure required for a foreign private issuer in the semiconductor sector. The estimate does not include disbursements, filing fees, or the fees of local counsel.
Retainer: $250,000, payable upon execution of the engagement letter and to be credited against the final invoice.
Expected Engagement Letter Execution Date: January 12, 2026, subject to satisfactory completion of the conflicts clearance process documented herein and execution of the requisite informed consent waivers.
III. Methodology
A. Governing Rules
The conflicts clearance process was conducted in accordance with the Firm's standard procedures, which are designed to ensure compliance with the following provisions of the New York Rules of Professional Conduct (22 NYCRR Part 1200):
•  Rule 1.7 (Conflict of Interest: Current Clients) — prohibiting representation of a client where the representation involves a concurrent conflict of interest unless the lawyer reasonably believes that competent and diligent representation can be provided and the affected clients give informed consent, confirmed in writing;
•  Rule 1.8 (Current Clients: Specific Conflict of Interest Rules) — addressing specific situations involving current clients, including business transactions with clients and the use of information relating to representation;
•  Rule 1.9 (Duties to Former Clients) — prohibiting representation of a person in the same or a substantially related matter in which the person's interests are materially adverse to the interests of a former client, unless the former client gives informed consent, confirmed in writing;
•  Rule 1.10 (Imputation of Conflicts of Interest) — addressing the imputation of conflicts among lawyers in a firm and the circumstances under which screening and other measures may be employed; and
•  Rule 1.18 (Duties to Prospective Clients) — addressing obligations to prospective clients from whom a lawyer has received significantly harmful information.
B. Search Platform
All searches were conducted in the Firm's proprietary conflicts management system, designated "C&H ConflictsCheck" (version 8.4.2, last updated December 15, 2025). The ConflictsCheck system maintains a comprehensive database of all current and former clients, adverse parties, related entities, key individuals, and matter descriptions for all matters handled by any office of Calderwood & Harkness LLP worldwide, including the New York, London, Hong Kong, and Frankfurt offices.
C. Search Parameters
Searches were conducted using all known name variants, abbreviations, aliases, trade names, and related-entity identifiers for each party and individual associated with the Proposed Transaction. The search methodology included:
•  Full legal name searches;
•  Common abbreviation and acronym searches;
•  Phonetic and "fuzzy match" searches to capture variant spellings, transliterations, and common misspellings;
•  Individual name searches using last name, first name, and initial combinations;
•  Searches across all entity types associated with a given party (parent companies, subsidiaries, affiliates, and trusts); and
•  Cross-referencing of all search results against (i) current open matters, (ii) matters closed within the preceding five years, and (iii) archived matters predating the five-year window where the ConflictsCheck system retains indexed records.
D. Categories Searched
Searches were run on each of the following categories of parties and individuals:
1.  The prospective client (Halcyon Semiconductor Aktiengesellschaft) and all known affiliates and subsidiaries;
2.  Adverse and potentially adverse parties to the Proposed Transaction;
3.  Underwriters and syndicate members;
4.  The depositary bank and the transfer agent;
5.  Selling shareholders and their respective affiliates and principals;
6.  Other transaction parties, including auditors, financial advisors, German counsel (issuer side), underwriters' counsel (US and German), insurance brokers and carriers, and investor relations advisors; and
7.  Key individuals, including directors, officers, and controlling persons of each entity listed above.
E. Manual Review
All results returned by the ConflictsCheck system were manually reviewed by Vivienne St. Claire (Responsible Partner) and Robert Adeyemi (Billing Partner). Where results required further investigation — including consultation with attorneys in other practice groups or offices — such consultations were conducted by telephone and email between January 8 and January 10, 2026, and the findings are documented in the relevant subsections of Section V below.
IV. Parties Checked
The following is a comprehensive list of all entities and individuals included in the conflicts check, organized by category.
A. Prospective Client and Affiliates
The following entities were identified as comprising the Halcyon corporate group for purposes of this conflicts check:
1.  Halcyon Semiconductor Aktiengesellschaft (also referred to as "Halcyon," "HSAG," or the "Company") — Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany, with its registered office at Maximilianstraße 72, 80539 Munich, Bavaria, Germany. Legal Entity Identifier (LEI): 5299007KBTVZ3XQHGL48. Halcyon's ordinary shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" (ISIN: DE000HCY0001). Halcyon has an authorized share capital of 250,000,000 ordinary shares (no-par-value shares, Stückaktien), of which 215,000,000 are issued and outstanding as of the date of this memorandum.
2.  Halcyon Semiconductor USA Inc. — Corporation incorporated under the laws of the State of Delaware (EIN: 84-3927561). Registered address: 1209 Orange Street, Wilmington, Delaware 19801 (c/o Crowne Albany Corporation). Principal office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054. Halcyon Semiconductor USA Inc. is a wholly owned subsidiary of HSAG and serves as Halcyon's US operating subsidiary, responsible for sales, marketing, and applications engineering activities in North America.
3.  Halcyon Power Solutions GmbH — Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany, with its registered office at Königsbrücker Straße 180, 01099 Dresden, Saxony, Germany. Halcyon Power Solutions GmbH is a wholly owned subsidiary of HSAG and operates Halcyon's research and development center focused on silicon carbide (SiC) and gallium nitride (GaN) power semiconductor technologies.
4.  Halcyon Asia Pacific Pte. Ltd. — Private limited company incorporated under the laws of the Republic of Singapore. Registered address: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981. Halcyon Asia Pacific Pte. Ltd. is a wholly owned subsidiary of HSAG and serves as Halcyon's Asia-Pacific regional headquarters, responsible for sales, distribution, and customer support across the Asia-Pacific region.
5.  Halcyon Shanghai Semiconductor Co., Ltd. — Wholly foreign-owned enterprise (WFOE) established under the laws of the People's Republic of China. Registered address: No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203, People's Republic of China. Halcyon Shanghai Semiconductor Co., Ltd. is a wholly owned subsidiary of Halcyon Asia Pacific Pte. Ltd. and operates Halcyon's design center and customer support office in Shanghai.
6.  Halcyon Automotive Components s.r.o. — Společnost s ručením omezeným (s.r.o.) organized under the laws of the Czech Republic. Registered address: Technologický park 6, 612 00 Brno, Czech Republic. Halcyon Automotive Components s.r.o. is a wholly owned subsidiary of HSAG and operates Halcyon's automotive-qualified testing and qualification laboratory.
7.  Halcyon Employee Stock Ownership Trust (ESOT) — Trust established under the laws of the Federal Republic of Germany for the benefit of employees of Halcyon and its subsidiaries. The ESOT holds approximately 3.1% of Halcyon's outstanding ordinary shares (6,665,000 shares). The trustee of the ESOT is Bayerische Treuhandanstalt GmbH, Munich, Germany.
Search terms used for the Halcyon group: "Halcyon," "HSAG," "Halcyon Semiconductor," "Halcyon Semi," "Halcyon Power Solutions," "Halcyon Power," "Halcyon Asia Pacific," "Halcyon AP," "Halcyon Shanghai," "Halcyon Shanghai Semiconductor," "Halcyon Automotive," "Halcyon Automotive Components," "Halcyon ESOT," "Halcyon Employee Stock Ownership Trust," and all permutations and combinations thereof.
B. Key Individuals — Client
The following directors and officers of Halcyon were included in the conflicts check:
The above individuals represent the full Management Board (Vorstand) of Halcyon (Dr. Wendt, Ms. Dalmqvist, Dr. Helder, Ms. Baumann, and Mr. Ostermann) and the Chair of the Supervisory Board (Aufsichtsrat) (Prof. Dr. Voss). Additional Supervisory Board members and senior management may be added to the conflicts check as their identities are confirmed during the due diligence process.
C. Selling Shareholders
The following entities and individuals have been identified as selling shareholders in the Proposed Transaction:
1. Rheintal Industrieholding GmbH
Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, North Rhine-Westphalia, Germany. Rheintal Industrieholding GmbH is the Wendt family holding company and is the largest single shareholder of Halcyon, holding approximately 22.3% of Halcyon's outstanding ordinary shares (47,945,000 shares). Rheintal Industrieholding is expected to sell approximately 8,500,000 shares in the secondary component of the Proposed Transaction.
Margarethe Wendt — Managing Director (Geschäftsführerin) of Rheintal Industrieholding GmbH. Ms. Wendt is the sister of Dr. Friedrich Wendt, Chief Executive Officer of Halcyon. This familial relationship is noted for due diligence and related-party transaction disclosure purposes.
Search terms: "Rheintal," "Rheintal Industrie," "Rheintal Industrieholding," "Rheintal Holding," "Wendt, Margarethe," "M. Wendt," "Margarethe Wendt."
2. Kestrel Capital Partners AG
Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel Capital Partners AG is a European technology-focused investment fund that holds approximately 9.7% of Halcyon's outstanding ordinary shares (20,855,000 shares). Kestrel Capital Partners is expected to sell approximately 4,300,000 shares in the secondary component of the Proposed Transaction.
Henrik Sørensen — Managing Partner, Kestrel Capital Partners AG.
Search terms: "Kestrel," "Kestrel Capital," "Kestrel Capital Partners," "Kestrel Partners," "Sørensen, Henrik," "Sorensen, Henrik," "H. Sørensen," "H. Sorensen," "Henrik Sørensen," "Henrik Sorensen."
D. Underwriting Syndicate
The following investment banks have been identified as members of the proposed underwriting syndicate for the IPO:
1. Westbridge Securities LLC (Lead Left Bookrunner; Representative of the Underwriters)
Limited liability company organized under the laws of the State of Delaware. Principal office: 383 Madison Avenue, New York, New York 10179. Westbridge Securities LLC will serve as the lead left bookrunner for the Proposed Transaction and will act as the representative of the underwriting syndicate for purposes of the underwriting agreement.
Jonathan Hartwell — Managing Director, Global Equity Capital Markets, Westbridge Securities LLC.
Proposed economics: 40% of the gross spread, representing approximately $12,600,000 based on a customary 3.5% gross spread on estimated gross proceeds of $900,000,000.
Search terms: "Westbridge," "Westbridge Securities," "Westbridge Sec.," "WBS," "Hartwell, Jonathan," "J. Hartwell," "Jonathan Hartwell."
2. Pinnacle Morgan & Co., Inc. (Joint Bookrunner)
Corporation incorporated under the laws of the State of Delaware. Principal office: 200 Park Avenue, New York, New York 10166. Pinnacle Morgan & Co., Inc. will serve as a joint bookrunner for the Proposed Transaction.
Sarah Okonkwo — Director, Equity Capital Markets, Pinnacle Morgan & Co., Inc.
Proposed economics: 30% of the gross spread, representing approximately $9,450,000.
Search terms: "Pinnacle Morgan," "Pinnacle Morgan & Co.," "Pinnacle Morgan & Co., Inc.," "PM&Co," "Okonkwo, Sarah," "S. Okonkwo," "Sarah Okonkwo."
3. Andover Barcliffe Group Inc. (Joint Bookrunner)
Corporation incorporated under the laws of the State of Delaware. Principal office: 1251 Avenue of the Americas, New York, New York 10020. Andover Barcliffe Group Inc. will serve as a joint bookrunner for the Proposed Transaction.
David Reinhardt — Managing Director, Equity Capital Markets, Andover Barcliffe Group Inc.
Proposed economics: 20% of the gross spread, representing approximately $6,300,000.
Search terms: "Andover Barcliffe," "Andover Barcliffe Group," "Andover Barcliffe Group Inc.," "ABG," "Reinhardt, David," "D. Reinhardt," "David Reinhardt."
4. Northpointe Capital LLC (Co-Manager)
Limited liability company organized under the laws of the State of Delaware. Principal office: 140 Broadway, New York, New York 10005. Northpointe Capital LLC will serve as a co-manager for the Proposed Transaction.
Lisa Cheng — Vice President, Equity Capital Markets, Northpointe Capital LLC.
Proposed economics: 10% of the gross spread, representing approximately $3,150,000.
Search terms: "Northpointe," "Northpointe Capital," "Northpointe Capital LLC," "Cheng, Lisa," "L. Cheng," "Lisa Cheng."
E. Depositary Bank and Transfer Agent
1. Meridian Trust Company, N.A. (ADR Depositary Bank)
National banking association chartered under the laws of the United States. Principal office: 101 Barclay Street, New York, New York 10286. Meridian Trust Company, N.A. will serve as the depositary bank for the Level III ADR facility and will be a party to the Deposit Agreement with Halcyon.
Patricia Novak — Vice President, Depositary Receipts Division, Meridian Trust Company, N.A.
Search terms: "Meridian Trust," "Meridian Trust Company," "Meridian Trust Company, N.A.," "MTCNA," "Novak, Patricia," "P. Novak," "Patricia Novak."
2. Crestfield Transfer Services Inc. (Transfer Agent and Registrar)
Corporation incorporated under the laws of the State of Delaware. Principal office: 6201 15th Avenue, Brooklyn, New York 11219. Crestfield Transfer Services Inc. will serve as the transfer agent and registrar for the ADSs.
Angela Moretti — Director, Corporate Actions, Crestfield Transfer Services Inc.
Search terms: "Crestfield," "Crestfield Transfer," "Crestfield Transfer Services," "Crestfield Transfer Services Inc.," "Moretti, Angela," "A. Moretti," "Angela Moretti."
F. Opposing and Co-Counsel
1. Varen & Kessler LLP (US Counsel to the Underwriting Syndicate)
Limited liability partnership organized under the laws of the State of New York. Principal office: 51 West 52nd Street, New York, New York 10019. Varen & Kessler LLP will serve as US counsel to the underwriting syndicate in the Proposed Transaction.
Martin Ashford — Partner, Capital Markets Practice Group, Varen & Kessler LLP.
Priya Ranganathan — Senior Associate, Capital Markets Practice Group, Varen & Kessler LLP.
Search terms: "Varen & Kessler," "Varen and Kessler," "V&K," "VK LLP," "Ashford, Martin," "M. Ashford," "Martin Ashford," "Ranganathan, Priya," "P. Ranganathan," "Priya Ranganathan."
2. Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (German Counsel to Halcyon)
Partnerschaftsgesellschaft mit beschränkter Berufshaftung (PartGmbB) organized under the laws of the Federal Republic of Germany. Principal office: Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Hesse, Germany. Bähr Stein will serve as German counsel to Halcyon and will act as co-counsel to C&H on the issuer side of the Proposed Transaction, responsible for German corporate law, regulatory, and governance matters.
Dr. Christoph Maurelban — Partner, Capital Markets Practice Group, Bähr Stein Rechtsanwälte PartGmbB.
Johanna Weiß — Senior Associate, Capital Markets Practice Group, Bähr Stein Rechtsanwälte PartGmbB.
Search terms: "Bähr Stein," "Bahr Stein," "Baehr Stein," "Bähr Stein Rechtsanwälte," "Bahr Stein Rechtsanwalte," "Maurelban, Christoph," "Dr. C. Maurelban," "Christoph Maurelban," "Weiß, Johanna," "Weiss, Johanna," "J. Weiß," "J. Weiss," "Johanna Weiß," "Johanna Weiss."
3. Prumvane Thornton LLP (German Counsel to the Underwriting Syndicate)
Limited liability partnership organized under the laws of England and Wales, operating through its Frankfurt office. Frankfurt office address: Neue Mainzer Straße 52, 60311 Frankfurt am Main, Hesse, Germany. Prumvane Thornton LLP will serve as German counsel to the underwriting syndicate in the Proposed Transaction.
Dr. Stefan Braun — Partner, Frankfurt Capital Markets Practice Group, Prumvane Thornton LLP.
Search terms: "Prumvane Thornton," "Prumvane Thornton LLP," "HT LLP," "Braun, Stefan," "Dr. S. Braun," "Stefan Braun."
G. Auditors
1. Blackmere & Whitfield LLP (International Audit Firm — US Component)
Limited liability partnership organized under the laws of England and Wales. New York office: 7 Times Square, New York, New York 10036. Blackmere & Whitfield LLP's New York office will be involved in the issuance of comfort letters and related audit support in connection with the Proposed Transaction.
Graham Templeton — Partner, Audit and Assurance Practice, New York office, Blackmere & Whitfield LLP.
2. Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (German Audit Firm)
Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany and registered as a Wirtschaftsprüfungsgesellschaft (audit firm). Principal office: Ganghoferstraße 29, 80339 Munich, Bavaria, Germany. Blackmere & Whitfield GmbH WPG serves as Halcyon's independent auditor (Abschlussprüfer) and has audited Halcyon's consolidated financial statements for the fiscal years ended December 31, 2023, 2024, and 2025.
Dieter Kaufmann — Lead Engagement Partner, Wirtschaftsprüfer, Blackmere & Whitfield GmbH WPG.
Search terms: "Blackmere & Whitfield," "Blackmere and Whitfield," "B&W," "B&W LLP," "Blackmere & Whitfield GmbH," "Blackmere & Whitfield WPG," "Templeton, Graham," "G. Templeton," "Graham Templeton," "Kaufmann, Dieter," "D. Kaufmann," "Dieter Kaufmann."
H. Financial Advisor to Issuer
1. Ashton & Burke Advisory GmbH
Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany. Registered office: Theatinerstraße 11, 80333 Munich, Bavaria, Germany. Ashton & Burke Advisory GmbH is serving as financial advisor to Halcyon in connection with the Proposed Transaction.
Lukas Frey — Managing Partner, Ashton & Burke Advisory GmbH.
Advisory fee: €2,500,000 flat advisory fee plus a 0.10% success fee calculated on actual gross proceeds of the Proposed Transaction.
Search terms: "Ashton & Burke," "Ashton and Burke," "A&B Advisory," "Ashton & Burke Advisory," "Ashton & Burke Advisory GmbH," "Frey, Lukas," "L. Frey," "Lukas Frey."
I. Investor Relations Advisor
1. Bridgeport Investor Relations LLC
Limited liability company organized under the laws of the State of Delaware. Principal office: 350 Fifth Avenue, Suite 6820, New York, New York 10118. Bridgeport Investor Relations LLC has been engaged by Halcyon to provide investor relations advisory services in connection with the IPO and the post-listing period.
Thomas Harding — Senior Vice President, Bridgeport Investor Relations LLC.
Engagement fee: $35,000 per month retainer; 12-month initial term commencing upon execution of the investor relations advisory agreement.
Search terms: "Bridgeport Investor Relations," "Bridgeport IR," "Bridgeport," "BIR LLC," "Harding, Thomas," "T. Harding," "Thomas Harding."
J. D&O Insurance Broker and Carriers
The following entities have been identified in connection with the directors' and officers' liability insurance program being arranged in anticipation of the IPO:
1. Clearwater D&O Insurance Brokers Ltd. (Insurance Broker)
Private limited company incorporated under the laws of England and Wales. Clearwater D&O Insurance Brokers Ltd. is acting as the placement broker for Halcyon's directors' and officers' liability insurance program.
Emma Callister — Vice President, Financial Lines, Clearwater D&O Insurance Brokers Ltd.
Search terms: "Clearwater," "Clearwater D&O," "Clearwater D&O Insurance," "Clearwater Insurance Brokers," "Callister, Emma," "E. Callister," "Emma Callister."
2. Thornhill Assurance plc (D&O Primary Carrier)
Public limited company incorporated under the laws of England and Wales, with its principal office in London, United Kingdom. Thornhill Assurance plc will provide the primary layer of the D&O insurance program, with limits of $15,000,000 per occurrence and in the aggregate.
Search terms: "Thornhill Assurance," "Thornhill," "Thornhill Assurance plc."
3. Arcadian Indemnity Corp. (D&O First Excess Carrier)
Corporation organized under the laws of the United States. Arcadian Indemnity Corp. will provide the first excess layer of the D&O insurance program, with limits of $20,000,000 excess of $15,000,000 (i.e., $20,000,000 xs $15,000,000).
Search terms: "Arcadian Indemnity," "Arcadian," "Arcadian Indemnity Corp."
4. Helmsman Re Ltd. (D&O Second Excess Carrier)
Private limited company incorporated under the laws of Bermuda. Helmsman Re Ltd. will provide the second excess layer of the D&O insurance program, with limits of $20,000,000 excess of $35,000,000 (i.e., $20,000,000 xs $35,000,000).
Search terms: "Helmsman Re," "Helmsman," "Helmsman Re Ltd."
5. Nordic Specialty Insurance SE (D&O Third Excess Carrier)
European public limited liability company (Societas Europaea) incorporated under the laws of the Kingdom of Sweden, with its principal office in Stockholm, Sweden. Nordic Specialty Insurance SE will provide the third excess layer of the D&O insurance program, with limits of $20,000,000 excess of $55,000,000 (i.e., $20,000,000 xs $55,000,000).
Search terms: "Nordic Specialty," "Nordic Specialty Insurance," "Nordic Specialty Insurance SE."
Total D&O program limits: $75,000,000 (comprising $15,000,000 primary plus $60,000,000 in three excess layers). Estimated annual premium: $2,800,000.
V. Conflicts Check Results
This section sets forth the results of the conflicts check for each party and individual identified in Section IV above, together with the Firm's analysis and conclusion with respect to each result.
A. Results — Prospective Client (Halcyon and Affiliates)
Searches on Halcyon Semiconductor Aktiengesellschaft and all of its subsidiaries and affiliates identified in Section IV.A above returned no results in the Firm's ConflictsCheck system. Specifically:
•  Halcyon Semiconductor Aktiengesellschaft — No current or prior matters identified. No representation of, or adverse matter involving, HSAG appears in the Firm's records.
•  Halcyon Semiconductor USA Inc. — No results. The Firm has not previously represented Halcyon Semiconductor USA Inc., nor has the entity appeared as an adverse party, related party, or interested party in any matter in the Firm's database.
•  Halcyon Power Solutions GmbH — No results.
•  Halcyon Asia Pacific Pte. Ltd. — No results.
•  Halcyon Shanghai Semiconductor Co., Ltd. — No results.
•  Halcyon Automotive Components s.r.o. — No results.
•  Halcyon Employee Stock Ownership Trust (ESOT) — No results.
The Firm has no prior representations of, or adverse matters involving, any Halcyon entity. Halcyon and all of its subsidiaries and affiliates are entirely new to the Firm.
Conclusion: Clear — no conflict.
B. Results — Key Individuals of Client
Searches on all key individuals of the prospective client returned no results in the Firm's ConflictsCheck system. Specifically, the following individuals were searched and no hits were returned:
•  Dr. Friedrich Wendt — No results.
•  Katarina Dalmqvist — No results.
•  Dr. Marcus Helder — No results.
•  Ingrid Baumann — No results.
•  Wilhelm Ostermann — No results.
•  Prof. Dr. Anneliese Voss — No results.
None of the above individuals has previously appeared in the Firm's conflicts database as a client, adverse party, or interested person in any matter.
Conclusion: Clear — no conflict.
C. Results — Selling Shareholders
1. Rheintal Industrieholding GmbH / Margarethe Wendt
Searches on Rheintal Industrieholding GmbH and Margarethe Wendt returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Rheintal Industrieholding GmbH or Margarethe Wendt, nor has either party appeared as an adverse party in any Firm matter.
It is noted for the record that Margarethe Wendt, Managing Director of Rheintal Industrieholding GmbH, is the sister of Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon. This familial relationship does not create any conflict of interest for C&H in connection with the Proposed Transaction. C&H will be representing Halcyon (the issuer), not Rheintal Industrieholding GmbH or Margarethe Wendt individually. However, this familial relationship is noted for due diligence purposes and will be relevant to the related-party transaction disclosures in the Form F-1 registration statement. The engagement team should ensure that appropriate disclosures are included in the prospectus regarding the relationship between Dr. Wendt and Rheintal Industrieholding GmbH, including any transactions between Halcyon and Rheintal Industrieholding and the terms of any lock-up arrangements applicable to Rheintal's shares.
Conclusion: Clear — no conflict.
2. Kestrel Capital Partners AG / Henrik Sørensen
Searches on Kestrel Capital Partners AG and Henrik Sørensen returned one informational result. Specifically, the Firm's London office provided regulatory advice to Kestrel Capital Partners AG in 2023 in connection with an unrelated matter involving the EU Takeover Directive (Council Directive 2004/25/EC). The matter was assigned Matter Number 1032-00003 and was opened on March 14, 2023, and closed on July 28, 2023. The responsible partner was Eleanor Pemberton of the Firm's London office, European Regulatory Practice Group.
The nature of the prior representation was as follows: C&H's London office was engaged to provide general regulatory advice to Kestrel in connection with a proposed acquisition of a controlling stake in an unrelated European technology company. The advice related to mandatory offer thresholds, squeeze-out rights, and disclosure obligations under the EU Takeover Directive as implemented in the relevant EU member state. The target company in that matter was not Halcyon Semiconductor Aktiengesellschaft and was not in the semiconductor industry. Halcyon was not a party to, or otherwise involved in, that transaction in any capacity. The matter was completed and closed in July 2023, and no ongoing attorney-client relationship with Kestrel exists.
Analysis under Rule 1.9 (Duties to Former Clients): The prior representation of Kestrel was on behalf of Kestrel (i.e., C&H represented Kestrel, not any party adverse to Kestrel). In the current Proposed Transaction, Kestrel is not C&H's client — C&H's client is Halcyon. However, Kestrel is participating as a selling shareholder, and C&H, as counsel to Halcyon, will be involved in the preparation of disclosure materials that relate to Kestrel (e.g., selling shareholder table, lock-up arrangements, and beneficial ownership disclosures).
Under Rule 1.9, a conflict would arise only if (i) the current matter is the same or substantially related to the prior matter and (ii) the interests of the current client are materially adverse to the former client. Here, neither condition is satisfied. The current engagement (a US IPO of a German semiconductor company) is not the same as or substantially related to the prior engagement (EU takeover regulatory advice regarding an unrelated European technology acquisition). Furthermore, confidential information obtained in the prior Kestrel representation is not relevant to the Proposed Transaction and could not be used to the disadvantage of Kestrel.
As a precaution and in the interest of transparency, C&H will inform Halcyon that the Firm's London office previously represented Kestrel Capital Partners AG in an unrelated, closed EU regulatory matter in 2023, and will confirm that Halcyon raises no objection to the Firm's acceptance of the current engagement.
Conclusion: No conflict; informational disclosure to client recommended.
D. Results — Underwriting Syndicate
1. Westbridge Securities LLC / Jonathan Hartwell
Searches on Westbridge Securities LLC and Jonathan Hartwell returned multiple results, reflecting the Firm's existing and ongoing client relationship with Westbridge Securities LLC. The Firm regularly represents Westbridge Securities LLC in capital markets transactions in which Westbridge acts as an underwriter or placement agent.
The following open matters were specifically identified in which C&H currently represents Westbridge Securities LLC:
(a) Matter No. 1032-00003 — Representation of Westbridge Securities LLC as lead underwriter in connection with the initial public offering of Evergreen BioTherapeutics, Inc., a Delaware corporation in the biotechnology sector. The C&H team on this matter consists of David Lau (Partner, Capital Markets) and associates in the Capital Markets Practice Group. This matter is unrelated to Halcyon, the semiconductor industry, or any party to the Proposed Transaction. The Evergreen BioTherapeutics IPO is expected to close in February 2026.
(b) Matter No. 1032-00003 — Representation of Westbridge Securities LLC as joint bookrunner in connection with a follow-on public offering by Cascade Digital Holdings Corp., a Delaware corporation in the enterprise software sector. The C&H team on this matter consists of Miriam Katz (Partner, Capital Markets) and associates in the Capital Markets Practice Group. This matter is unrelated to Halcyon, the semiconductor industry, or any party to the Proposed Transaction. The Cascade Digital follow-on offering is expected to price in late January 2026.
Neither of these matters involves Halcyon, any Halcyon affiliate, or any party to the Proposed Transaction. The industry sectors (biotechnology and enterprise software, respectively) are distinct from the semiconductor sector, and the personnel staffed on those matters do not overlap with the proposed Halcyon engagement team.
In the Proposed Transaction, C&H will represent Halcyon (the issuer), not Westbridge. Westbridge's interests in the Proposed Transaction will be represented by Varen & Kessler LLP as counsel to the underwriting syndicate. Accordingly, this situation involves a concurrent client relationship in which C&H represents Halcyon in one matter and Westbridge in separate, unrelated matters, while Westbridge also serves as the lead left bookrunner in the Halcyon matter.
Analysis under Rule 1.7 (Conflict of Interest: Current Clients): Representing Halcyon as issuer while maintaining a concurrent client relationship with Westbridge (the lead bookrunner) on other matters is a standard and well-recognized configuration in capital markets practice. The interests of the issuer and the lead bookrunner in an IPO, while subject to customary negotiation on certain terms — including the terms of the underwriting agreement, the scope and allocation of indemnification obligations, the determination of the gross spread, and pricing — are not directly adverse in a manner that would impair C&H's ability to represent Halcyon competently and diligently.
The Firm has previously managed concurrent issuer/underwriter representations without incident in numerous prior transactions. The representation of Halcyon does not involve litigation, contested proceedings, or any matter in which C&H would be required to take a position directly and materially adverse to Westbridge's interests in the other pending matters.
Nevertheless, because Westbridge is a current client of the Firm, the concurrent representation requires informed consent from both Halcyon and Westbridge, confirmed in writing, in accordance with Rule 1.7(b). The following measures are recommended:
(i) Standard waiver language is to be included in the Halcyon engagement letter disclosing the Firm's ongoing representation of Westbridge Securities LLC in unrelated capital markets matters and obtaining Halcyon's informed written consent to the concurrent representation.
(ii) A corresponding written disclosure is to be made to Westbridge Securities LLC in the context of its existing engagements with the Firm, notifying Westbridge of the Halcyon engagement and confirming Westbridge's consent to the concurrent representation.
(iii) The waiver language in both instances will specify that C&H will maintain strict confidentiality as between the two client relationships and will not share any confidential information obtained in the Halcyon engagement with the Westbridge engagement teams, or vice versa. The engagement letter will further note that the Halcyon engagement team (Vivienne St. Claire, Robert Adeyemi, Claire Dempsey, Audrey Zhou, and Leonard Cross) is entirely separate from the teams handling the Westbridge matters (David Lau and Miriam Katz and their respective associates).
Conclusion: No disqualifying conflict; informed consent waivers from both Halcyon and Westbridge required and to be documented in the respective engagement letters and correspondence.
2. Pinnacle Morgan & Co., Inc. / Sarah Okonkwo
Searches on Pinnacle Morgan & Co., Inc. and Sarah Okonkwo returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Pinnacle Morgan & Co., Inc. or Sarah Okonkwo, nor has either party appeared as an adverse party in any Firm matter.
Conclusion: Clear — no conflict.
3. Andover Barcliffe Group Inc. / David Reinhardt
Searches on Andover Barcliffe Group Inc. and David Reinhardt returned one result. Specifically, C&H represented Marlowe Asset Management Precision Technologies Inc., a portfolio company of Andover Barcliffe Capital Partners LP (an affiliated fund of Andover Barcliffe Group Inc.), in a Rule 144A / Regulation S private placement of senior secured notes in 2024 (Matter No. 1032-00003, opened April 3, 2024, closed August 15, 2024). In that transaction, Andover Barcliffe Capital Partners LP's affiliate acted as the sole placement agent for the note offering.
The representation in that prior matter was of Marlowe Asset Management Precision Technologies Inc. (the issuer), not of Andover Barcliffe Group Inc. or any Andover Barcliffe affiliate. While an affiliate of Andover Barcliffe served as placement agent, no attorney-client relationship was established between C&H and Andover Barcliffe or its affiliate. Andover Barcliffe's affiliate was represented by its own counsel in that transaction. No confidential information relevant to the current Proposed Transaction was obtained from or concerning Andover Barcliffe in connection with the prior matter.
Conclusion: Clear — no conflict.
4. Northpointe Capital LLC / Lisa Cheng
Searches on Northpointe Capital LLC and Lisa Cheng returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Northpointe Capital LLC or Lisa Cheng, nor has either party appeared in any capacity in the Firm's conflicts database.
Conclusion: Clear — no conflict.
E. Results — Depositary Bank and Transfer Agent
1. Meridian Trust Company, N.A. / Patricia Novak
Searches on Meridian Trust Company, N.A. and Patricia Novak returned multiple results. C&H has represented Meridian Trust Company, N.A. in its capacity as depositary bank in several prior ADR programs. The identified representations are as follows:
(a) Matter No. 1032-00003 — Representation of Meridian Trust as depositary bank in connection with the establishment of a Level II ADR facility for Corinthian Logistics plc (UK issuer, maritime logistics sector). This matter was closed on September 30, 2022.
(b) Matter No. 1032-00003 — Representation of Meridian Trust as depositary bank in connection with the amendment and restatement of the Deposit Agreement for the Level III ADR facility of Fujisan Electronics Corporation (Japanese issuer, consumer electronics sector). This matter was closed on March 15, 2023.
(c) Matter No. 1032-00003 — Representation of Meridian Trust as depositary bank in connection with the establishment of a Level I ADR facility for Austral Mining Group Ltd. (Australian issuer, mining sector). This matter was closed on December 1, 2023.
All three prior representations of Meridian Trust are closed matters. No current, open matters exist in which C&H represents Meridian Trust Company, N.A.
In the current Proposed Transaction, Meridian Trust is not a client of C&H. Rather, Meridian Trust will serve as the depositary bank and will be a counterparty to the Deposit Agreement to be negotiated between C&H (on behalf of Halcyon) and Meridian Trust (represented by its own internal legal department or external counsel). Accordingly, in the current matter, C&H will be on the opposite side of the Deposit Agreement negotiation from Meridian Trust.
Analysis under Rule 1.9 (Duties to Former Clients): The prior representations of Meridian Trust involved C&H acting as counsel to Meridian Trust in its capacity as depositary bank in ADR facilities for other issuers. While those matters involved the same general subject matter (ADR deposit agreements), the specific terms, commercial negotiations, and issuer-specific considerations in each prior matter are distinct from those that will arise in the Halcyon ADR facility. Deposit Agreement terms are substantially standardized across the industry, with customary variations depending on the issuer's jurisdiction, dividend mechanics, and corporate governance structure. The confidential information obtained in the prior Meridian Trust representations related to Meridian Trust's internal negotiating positions, standard form preferences, and commercial terms applicable to those specific transactions.
As a precautionary measure, and to ensure the highest standard of ethical compliance, the following steps are recommended:
(i) C&H will disclose to Halcyon that the Firm has previously represented Meridian Trust Company, N.A. in its capacity as depositary bank in other, unrelated ADR programs (all of which are closed matters).
(ii) C&H will implement an ethical screen to ensure that no confidential information obtained in the prior Meridian Trust representations is accessible to the Halcyon engagement team. Specifically, the prior Meridian Trust matter files will be access-restricted in the Firm's document management system, and the attorneys who worked on the prior Meridian Trust matters will not be staffed on the Halcyon engagement without prior clearance from the General Counsel's office.
(iii) The ethical screen will be documented in a memorandum to file and maintained in accordance with the Firm's standard screening procedures.
This configuration — in which a law firm has previously represented a depositary bank and subsequently represents an issuer on the other side of a Deposit Agreement negotiation with the same depositary bank — is a standard occurrence in ADR practice and does not, in the Firm's assessment, give rise to a disqualifying conflict under Rule 1.9, provided the screening measures described above are implemented.
Conclusion: No disqualifying conflict; informational disclosure to client and ethical screen recommended.
2. Crestfield Transfer Services Inc. / Angela Moretti
Searches on Crestfield Transfer Services Inc. and Angela Moretti returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Crestfield Transfer Services Inc. or Angela Moretti, nor has either party appeared in any capacity in the Firm's conflicts database.
Conclusion: Clear — no conflict.
F. Results — Opposing and Co-Counsel
1. Varen & Kessler LLP
Searches on Varen & Kessler LLP, Martin Ashford, and Priya Ranganathan returned no conflict concerns. Varen & Kessler LLP will serve as counsel to the underwriting syndicate in the Proposed Transaction, while C&H will serve as counsel to the issuer. This is a standard and customary allocation of roles in capital markets transactions. The interests of issuer's counsel and underwriters' counsel, while occasionally subject to differing views on disclosure matters and the terms of the underwriting agreement, are not adverse in a manner that gives rise to a conflict of interest under the Rules of Professional Conduct.
The Firm and Varen & Kessler have worked together on opposite sides of the issuer/underwriter counsel divide in multiple prior transactions, maintaining a collegial and professional working relationship. The conflicts check did not identify any pending or prior matters in which C&H was adverse to Varen & Kessler in any litigation, dispute, or contested proceeding.
Conclusion: No conflict.
2. Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB
Searches on Bähr Stein Rechtsanwälte PartGmbB, Dr. Christoph Maurelban, and Johanna Weiß returned no conflict concerns. Bähr Stein is serving as German counsel to Halcyon in the Proposed Transaction and will act as co-counsel to C&H on the issuer side. The two firms will work collaboratively in the interests of the common client, Halcyon. No prior adverse matters involving Bähr Stein were identified in the Firm's ConflictsCheck system.
Conclusion: No conflict.
3. Prumvane Thornton LLP
Searches on Prumvane Thornton LLP and Dr. Stefan Braun returned no conflict concerns. Prumvane Thornton is serving as German counsel to the underwriting syndicate in the Proposed Transaction. No prior adverse matters involving Prumvane Thornton were identified in the Firm's ConflictsCheck system.
Conclusion: No conflict.
G. Results — Auditors
Blackmere & Whitfield LLP / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft
Searches on Blackmere & Whitfield LLP, Blackmere & Whitfield GmbH WPG, Graham Templeton, and Dieter Kaufmann returned multiple results reflecting C&H's interactions with Blackmere & Whitfield in numerous prior capital markets transactions. In each instance, Blackmere & Whitfield served as the independent auditor for C&H's issuer clients, and C&H's interactions with Blackmere & Whitfield were in the ordinary course of such transactions — specifically, coordination regarding comfort letter requests, audit committee communications, auditor consent letters, and financial statement review.
At no point has an attorney-client relationship existed between C&H and Blackmere & Whitfield. Blackmere & Whitfield serves as an independent auditor and is not a client of the Firm. The interactions identified in the ConflictsCheck system are coded as "third-party professional" contacts, not as client or adverse-party relationships.
Conclusion: Clear — no conflict.
H. Results — Financial Advisor
Ashton & Burke Advisory GmbH / Lukas Frey
Searches on Ashton & Burke Advisory GmbH and Lukas Frey returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Ashton & Burke Advisory GmbH or Lukas Frey, nor has either party appeared in any capacity in the Firm's conflicts database.
Conclusion: Clear — no conflict.
I. Results — Investor Relations Advisor
Bridgeport Investor Relations LLC / Thomas Harding
Searches on Bridgeport Investor Relations LLC and Thomas Harding returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Bridgeport Investor Relations LLC or Thomas Harding, nor has either party appeared in any capacity in the Firm's conflicts database.
Conclusion: Clear — no conflict.
J. Results — D&O Insurance Broker and Carriers
1. Clearwater D&O Insurance Brokers Ltd. / Emma Callister
Searches on Clearwater D&O Insurance Brokers Ltd. and Emma Callister returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Clearwater D&O Insurance Brokers Ltd. or Emma Callister, nor has either party appeared in any capacity in the Firm's conflicts database.
Conclusion: Clear — no conflict.
2. Thornhill Assurance plc
Searches on Thornhill Assurance plc returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Thornhill Assurance plc, nor has the entity appeared as an adverse party or interested party in any Firm matter.
Conclusion: Clear — no conflict.
3. Arcadian Indemnity Corp.
Searches on Arcadian Indemnity Corp. returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Arcadian Indemnity Corp., nor has the entity appeared as an adverse party or interested party in any Firm matter.
Conclusion: Clear — no conflict.
4. Helmsman Re Ltd.
Searches on Helmsman Re Ltd. returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Helmsman Re Ltd., nor has the entity appeared as an adverse party or interested party in any Firm matter.
Conclusion: Clear — no conflict.
5. Nordic Specialty Insurance SE
Searches on Nordic Specialty Insurance SE returned no results in the Firm's ConflictsCheck system. The Firm has not previously represented Nordic Specialty Insurance SE, nor has the entity appeared as an adverse party or interested party in any Firm matter.
Conclusion: Clear — no conflict.
VI. Summary of Action Items
Based on the results of the conflicts check and the analysis set forth in Section V above, the following action items must be completed prior to or concurrently with the execution of the engagement letter for the Proposed Transaction:
A. Informed Consent Waivers Required
1. Westbridge Securities LLC — Concurrent Representation Disclosure and Waiver
(a) C&H shall include disclosure language in the Halcyon engagement letter regarding the Firm's ongoing representation of Westbridge Securities LLC in unrelated capital markets matters (specifically, Matter Nos. 1032-00003 and 1032-00003, as described in Section V.D.1 above).
(b) C&H shall obtain Halcyon's informed written consent acknowledging the concurrent representation and confirming that Halcyon consents to C&H's continued representation of Westbridge in unrelated matters during the pendency of the Halcyon engagement.
(c) C&H shall notify Westbridge Securities LLC in writing of the Halcyon engagement, disclosing that C&H will be acting as issuer's counsel to Halcyon in a transaction in which Westbridge is serving as lead left bookrunner, and shall confirm Westbridge's consent to the concurrent representation.
(d) The waiver language in both the Halcyon engagement letter and the Westbridge notification shall specify that: (i) C&H will not share any confidential information between the two client relationships; (ii) the Halcyon engagement team (Vivienne St. Claire, Robert Adeyemi, Claire Dempsey, Audrey Zhou, and Leonard Cross) is entirely distinct from the teams handling the Westbridge matters (David Lau and Miriam Katz and their respective associates); and (iii) the Firm reasonably believes that it can provide competent and diligent representation to both clients notwithstanding the concurrent representation.
(e) Copies of the executed waivers and consents shall be maintained in the engagement file for Matter No. 1032-00003 and provided to the General Counsel's office.
B. Informational Disclosures Recommended
2. Kestrel Capital Partners AG — Prior Representation Disclosure
(a) C&H shall inform Halcyon, either in the engagement letter or in a separate written communication delivered concurrently with the engagement letter, that the Firm's London office previously represented Kestrel Capital Partners AG in an unrelated, closed EU regulatory matter in 2023 (Matter No. 1032-00003).
(b) C&H shall confirm that Halcyon raises no objection to the Firm's acceptance of the current engagement in light of this prior representation of a selling shareholder.
(c) No formal waiver is required under the Rule 1.9 analysis set forth in Section V.C.2 above, as the current engagement is not substantially related to the prior Kestrel representation and no confidential information from the prior matter is relevant to the Proposed Transaction. However, transparency and best practices counsel in favor of affirmative disclosure.
(d) If Halcyon raises any concern, the matter should be escalated to the General Counsel's office for further analysis.
3. Meridian Trust Company, N.A. — Prior Representation Disclosure and Ethical Screen
(a) C&H shall inform Halcyon, either in the engagement letter or in a separate written communication, that the Firm has previously represented Meridian Trust Company, N.A. in its capacity as depositary bank in other ADR depositary arrangements (Matter Nos. 1032-00003, 1032-00003, and 1032-00003, all of which are closed matters).
(b) C&H shall implement an ethical screen to ensure that no confidential information obtained in the prior Meridian Trust representations is accessible to the Halcyon engagement team. Specifically:
(i) Access to the prior Meridian Trust matter files in the Firm's document management system shall be restricted to prevent access by any member of the Halcyon engagement team;
(ii) The attorneys who worked on the prior Meridian Trust matters (to be identified by cross-referencing staffing records for Matter Nos. 1032-00003, 1032-00003, and 1032-00003) shall not be staffed on the Halcyon engagement without prior written clearance from the General Counsel's office;
(iii) A screening memorandum documenting the implementation of the ethical screen shall be prepared, circulated to the affected attorneys, and maintained in the engagement file for Matter No. 1032-00003; and
(iv) The screen shall remain in effect for the duration of the Halcyon engagement.
C. Monitoring
4. Ongoing Monitoring
The C&H ConflictsCheck system shall be updated to reflect the opening of the Halcyon engagement (Matter No. 1032-00003) and the entry of all parties listed in Section IV of this memorandum, including all entities, individuals, and search terms. Any new matters opened during the pendency of the Halcyon engagement that could create potential conflicts with any party listed herein shall be automatically flagged for review by the General Counsel's office prior to acceptance. The Responsible Partner (Vivienne St. Claire) and Billing Partner (Robert Adeyemi) shall receive automated notifications of any such flags.
5. Underwriting Syndicate Additions
If additional underwriters, co-managers, or selling group members are added to the syndicate during the course of the Proposed Transaction, supplemental conflicts checks must be run on each such party (and their key personnel) and the results documented in a supplement to this memorandum. Such supplemental checks shall be completed and cleared prior to C&H's distribution of any confidential transaction materials to the newly added syndicate members. The Responsible Partner shall be responsible for ensuring that supplemental checks are timely initiated.
VII. Conclusion and Clearance Recommendation
Based on the foregoing comprehensive analysis, no disqualifying conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from accepting the engagement to represent Halcyon Semiconductor Aktiengesellschaft as United States securities counsel in connection with the proposed Level III American Depositary Receipt initial public offering (Matter No. 1032-00003).
The engagement may proceed, subject to the completion of the following conditions:
1.  Westbridge Securities LLC Informed Consent Waivers. Execution of informed consent waivers regarding the concurrent Westbridge Securities LLC representation, to be documented in the Halcyon engagement letter (with Halcyon's informed written consent) and in a corresponding written notification to Westbridge Securities LLC (with Westbridge's informed written consent), each as described in Section VI.A.1 above.
2.  Informational Disclosures to Halcyon. Delivery of written informational disclosures to Halcyon regarding (a) the prior representation of Kestrel Capital Partners AG by C&H's London office in an unrelated, closed EU regulatory matter in 2023, and (b) the prior representations of Meridian Trust Company, N.A. by C&H in the context of other ADR depositary arrangements (all closed matters), each as described in Section VI.B.2–3 above.
3.  Ethical Screen — Meridian Trust Company, N.A. Implementation and documentation of an ethical screen with respect to confidential information obtained in the prior Meridian Trust Company, N.A. representations, as described in Section VI.B.3 above.
Clearance is recommended effective upon satisfactory completion of the above action items. Upon completion, the engagement letter may be executed and the engagement may formally commence.
This memorandum will be maintained in the permanent files of the General Counsel's office and in the engagement file for Matter No. 1032-00003. Any questions regarding this memorandum or the conflicts analysis set forth herein should be directed to Vivienne St. Claire or Robert Adeyemi.
VIII. Certification and Signature
Prepared by:
________________________________________
Vivienne St. Claire Partner, Capital Markets Practice Group Calderwood & Harkness LLP
Date: January 10, 2026
Reviewed and Approved by:
________________________________________
Robert Adeyemi Partner, Capital Markets Practice Group Calderwood & Harkness LLP
Date: January 10, 2026
Matter Number: 1032-00003
Appendix A — Complete List of Entities and Individuals Searched
The following table consolidates all entities, individuals, search terms, and search dates included in the conflicts check conducted in connection with the proposed engagement of Halcyon Semiconductor Aktiengesellschaft (Matter No. 1032-00003). All searches were conducted in C&H ConflictsCheck (version 8.4.2) between January 8, 2026, and January 10, 2026.
Table A-1: Entities
Table A-2: Individuals
Appendix B — ConflictsCheck System Search Logs
The following system-generated search logs from the C&H ConflictsCheck database (version 8.4.2) are attached to this memorandum as a separate exhibit and are incorporated herein by reference. The search logs confirm the following:
Search Parameters:
•  Database: C&H ConflictsCheck v.8.4.2 (all offices — New York, London, Hong Kong, Frankfurt)
•  Search Dates: January 8, 2026 (initial batch run); January 9, 2026 (supplemental searches); January 10, 2026 (final supplemental searches — D&