1032-00003 · Client 1032 · Engagement & Administration

staffing-memo-and-budget-estimate.docx DOCUMENT Capital Markets

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CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Robert Adeyemi, Billing Partner, Capital Markets

FROM: Vivienne St. Claire, Responsible Partner, Capital Markets

DATE: January 14, 2026

RE: Staffing Plan and Budget Estimate — Halcyon Semiconductor AG US ADR IPO (Matter No. 1032-00003)

CLIENT: Halcyon Semiconductor Aktiengesellschaft

MATTER: Prospective US IPO via Level III ADR Program — Approximate Gross Proceeds of $900,000,000

I. Executive Summary

The purpose of this memorandum is to set forth the proposed Calderwood & Harkness LLP ("C&H") engagement team, individual hourly billing rates, estimated total legal fees, and a phase-by-phase budget allocation for the representation of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") in connection with the Company's planned initial public offering in the United States through a Level III American Depositary Receipt program (the "IPO" or the "Offering"). This memorandum is intended to serve as an internal planning tool for purposes of staffing management, billing oversight, and resource allocation, and it is not intended for distribution to the client or any third party.

The engagement letter between C&H and Halcyon was executed on January 12, 2026. Upon execution, the Company remitted a retainer in the amount of $250,000, which has been deposited into the firm's client trust account. The matter has been formally opened under C&H matter number 1032-00003, and all conflicts clearances have been completed.

The scope of the engagement, as defined in the executed engagement letter, encompasses the following workstreams:

• Preparation and filing with the U.S. Securities and Exchange Commission (the "SEC") of a registration statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), covering the American Depositary Shares ("ADSs") to be offered in the IPO;

• Preparation and filing of a registration statement on Form F-6 under the Securities Act for the registration of the ADSs evidenced by American Depositary Receipts;

• Structuring and negotiation of the Level III ADR facility with Meridian Trust Company, N.A. ("Meridian Trust") as depositary bank, including the deposit agreement, custodian arrangements, and depositary receipts fee schedule;

• Preparation, negotiation, and execution of the underwriting agreement and all related transaction documentation with Westbridge Securities LLC ("Westbridge") as lead left bookrunner and the underwriting syndicate, including the pricing agreement, lock-up agreements, and selling shareholder documentation;

• Preparation and filing of the Nasdaq Global Select Market listing application (proposed ticker symbol: HCYN), including the corporate governance exemption notice required for foreign private issuers;

• Ongoing advisory services regarding U.S. securities law compliance, including Exchange Act reporting obligations, Sarbanes-Oxley Act requirements, and post-IPO corporate governance matters; and

• All ancillary U.S. legal work reasonably necessary to consummate the Offering.

The target gross proceeds of the Offering are approximately $900,000,000. The Offering is currently structured to consist of 21,400,000 ADSs in the base deal, comprising: (a) 15,000,000 primary ADSs, representing 30,000,000 newly issued ordinary shares of the Company at an ADS-to-ordinary share ratio of 1:2; and (b) 6,400,000 secondary ADSs offered by two selling shareholders — Rheintal Industrieholding GmbH ("Rheintal"), the Wendt family holding company, offering 4,250,000 ADSs (representing 8,500,000 ordinary shares), and Kestrel Capital Partners AG ("Kestrel"), a financial sponsor, offering 2,150,000 ADSs (representing 4,300,000 ordinary shares). In addition, the underwriters will be granted a 15% overallotment option covering up to 3,210,000 additional ADSs.

Based on the scope, complexity, and anticipated timeline of the engagement, the estimated total C&H legal fees for the Offering are $3,200,000 to $3,800,000, billed on an hourly basis. This estimate has been communicated to the client in the engagement letter and is subject to the assumptions and qualifications described in Section VII of this memorandum.

The current working timeline for the Offering is as follows:

This timeline is aggressive but achievable, provided that the key assumptions discussed in Section VII below are satisfied. The proposed staffing plan and budget allocation set forth in this memorandum have been designed to meet these deadlines while delivering the highest quality of legal work product.

II. Proposed Engagement Team

A. Core Team Members

The following table sets forth the proposed core engagement team, including each team member's role on the engagement, practice group affiliation, 2026 standard hourly rate, and a summary of relevant experience and responsibilities.

B. Anticipated Additional Support

In addition to the core team members identified above, the engagement may require contributions from additional associates, paralegals, or specialist counsel on an as-needed basis, depending on the issues that arise during the course of the transaction. Potential areas requiring supplemental support include, without limitation:

• ERISA Counsel: If Halcyon's Employee Stock Ownership Trust (the "ESOT"), which currently holds approximately 3.1% of the Company's outstanding ordinary shares (6,665,000 shares), requires analysis under U.S. employee benefits law, or if the structuring of the ADSs gives rise to plan asset or prohibited transaction issues for U.S. institutional investors subject to ERISA, specialist ERISA counsel within the firm may be engaged.

• Export Controls and Sanctions Counsel: Given Halcyon's semiconductor manufacturing operations, including its facility in Shanghai, People's Republic of China, it is possible that issues relating to U.S. export control regulations (including the Export Administration Regulations and the foreign direct product rule) or OFAC sanctions compliance may require analysis by a specialist in the firm's International Trade and National Security practice.

• intellectual Property Counsel: If due diligence reveals material IP issues — including patent portfolio matters, trade secret protections, or licensing arrangements — that require specialized analysis beyond the scope of the Capital Markets team's competency, IP counsel may be consulted.

Any material additions to the engagement team will be promptly communicated to Robert Adeyemi in his capacity as Billing Partner, so that the staffing change can be reflected in the billing records and, where appropriate, communicated to the client.

Paralegal and legal assistant time will be billed at the firm's standard 2026 rates, which are as follows:

• Senior Paralegals: $500–$550/hr

• Mid-Level Paralegals: $400–$475/hr

• Junior Paralegals: $350–$400/hr

• Legal Assistants: $200–$275/hr

Based on prior engagements of comparable scope and complexity, we estimate that approximately 200 to 300 hours of paralegal and legal assistant time will be required across the full duration of the engagement, encompassing document management, EDGAR filing support, closing binder preparation, due diligence room coordination, and administrative support for drafting sessions.

C. Team Availability and Commitment

Given the importance of this engagement to the firm and to the client, and in light of the aggressive timeline described above, the following commitments regarding team availability have been made:

Vivienne St. Claire will serve as the primary partner on this engagement from the date hereof through closing (currently targeted for July 6, 2026) and will continue to be available on an advisory basis through the expiration of the lock-up period and the initial post-IPO reporting cycle. Ms. St. Claire has confirmed that she has no conflicting deal commitments during the critical February through July 2026 period. Her other ongoing advisory mandates are of a nature that will not materially interfere with her availability for this engagement.

Claire Dempsey will be dedicated to this matter on a full-time basis beginning January 22, 2026, the date of the organizational meeting. Her current workload, consisting primarily of post-closing matters on the Veritas Energy Resources IPO and a secondary offering for Meridian DataSystems, Inc., will be transitioned to other associates in the Capital Markets group by that date. Ms. Dempsey will remain on the matter full-time through closing, with the understanding that minor contributions to other matters may be accommodated at the discretion of Ms. St. Claire during periods of lower intensity.

Audrey Zhou will be substantially full-time on this matter from late January 2026 through closing. Ms. Zhou's current commitments are limited and can be managed concurrently during the early phases of the engagement. From March 2026 onward, she is expected to be exclusively dedicated to this matter.

Leonard Cross will be engaged on an intermittent basis, with his involvement concentrated in three primary phases: (1) the initial PFIC and tax treaty analysis during the February–March 2026 period; (2) the drafting and finalization of the tax opinion and taxation section of the prospectus during the April–May 2026 period; and (3) the review and delivery of closing deliverables during the June–July 2026 period. Mr. Cross has confirmed his availability for each of these phases and has blocked the relevant dates in his calendar. Between these phases, Mr. Cross will remain available for consultation on tax issues as they arise during the drafting process.

III. Billing Rate Summary

The following table summarizes the 2026 standard hourly rates for all named members of the engagement team:

These rates are the firm's standard 2026 hourly rates as applied to the Capital Markets and Tax practice groups, respectively. The rates were communicated to the client in the engagement letter dated January 12, 2026, and accepted without negotiation.

Billing Mechanics. All professional time on this matter will be recorded and billed in six-minute (0.1 hour) increments, in accordance with the firm's standard timekeeping policies. There is no blended rate arrangement in effect for this engagement. The client will receive monthly invoices, submitted by the 15th of the month following the period in which services were rendered. Further details regarding invoicing procedures are set forth in Section VIII below.

Retainer. As noted above, a retainer of $250,000 was received from Halcyon upon execution of the engagement letter on January 12, 2026. The retainer is being held in the firm's client trust account and will be applied against the final invoice or invoices at the closing of the engagement. The retainer will not be applied against interim monthly invoices unless otherwise agreed with the client.

IV. Estimated Total Fees

Overall Fee Estimate

The estimated total C&H legal fees for the Halcyon Semiconductor AG US ADR IPO engagement are in the range of $3,200,000 to $3,800,000, billed on an hourly basis.

This estimate reflects a transaction of significant complexity across multiple dimensions:

• Structure: A Level III ADR IPO for a German Aktiengesellschaft listing on the Nasdaq Global Select Market, requiring dual registration on Form F-1 (covering the ADSs offered in the IPO) and Form F-6 (registering the ADSs evidenced by American Depositary Receipts). Level III ADR programs impose the full scope of SEC registration and reporting requirements, equivalent to a direct listing by a U.S. domestic issuer;

• Size: Approximate gross proceeds of $900,000,000, placing the Offering firmly in the large-cap category and requiring a commensurately detailed and comprehensive registration statement;

• Selling Shareholders: The participation of two selling shareholders — Rheintal and Kestrel — adds complexity to the disclosure, including the preparation of selling shareholder questionnaires, the negotiation of separate selling shareholder lock-up agreements, the analysis of selling shareholder representations and warranties, and the coordination of selling shareholder closing deliverables;

• Cross-Border Due Diligence: The Company's operations span five jurisdictions (Germany, the Netherlands, the United States, the People's Republic of China, and Singapore), each of which must be covered in the due diligence process and, to the extent material, in the risk factor and business description sections of the prospectus;

• Tax Complexity: The PFIC analysis, U.S./German tax treaty analysis, and Qualified Intermediary framework require substantial specialist tax work;

• Multi-Party Coordination: The engagement requires coordination with four law firms (C&H, Varen & Kessler, Bähr Stein, and Prumvane Thornton), four underwriters (Westbridge Securities as lead left bookrunner, plus syndicate members), the depositary bank (Meridian Trust), the independent auditors (Blackmere & Whitfield), and multiple other advisors, each of whom will generate correspondence, documentation, and issues requiring C&H involvement.

Low-End Estimate ($3,200,000). The low end of the range assumes: (i) an efficient SEC review process with a single round of comments from the Division of Corporation Finance; (ii) limited revisions to transaction documents following initial drafts; (iii) no significant new issues arising during due diligence that would require expanded disclosure or structural modifications; and (iv) a smooth pricing and closing process without delays or complications.

High-End Estimate ($3,800,000). The high end of the range assumes: (i) two rounds of SEC comments, with the second round requiring material revisions to the prospectus; (ii) additional prospectus revisions required by SEC staff beyond those typically anticipated in a cross-border ADR IPO; (iii) additional structuring complexity arising from, for example, full exercise of the greenshoe option, identification of additional disclosure issues during due diligence, or extended negotiations with the underwriters on indemnification, contribution, or other material provisions of the underwriting agreement; and (iv) a moderately more complex closing process.

Exclusions. The fee estimate does not include disbursements, which are estimated separately below and will be billed to the client as incurred.

Estimated Disbursements (Separate from Fees)

The following disbursements are anticipated in connection with the Offering. These amounts are estimates based on current fee schedules and comparable recent transactions, and actual amounts may vary:

We note that certain of these disbursements — in particular the SEC registration fee and the Nasdaq listing fee — are fixed costs that will be incurred regardless of the progression of the engagement. Printing costs, travel expenses, and other variable disbursements will be managed carefully to remain within the estimated ranges.

V. Phase-by-Phase Budget Allocation

The following sections present the estimated hours and fees for each phase of the engagement, together with a detailed description of the key activities to be performed during each phase. These phase-level estimates represent an internal planning tool with built-in contingency and are intended to facilitate resource planning, progress monitoring, and variance analysis.

Phase 1: Engagement, Organization, and Due Diligence Commencement

Period: January 12 – February 28, 2026

Key Activities:

This phase encompasses the initial mobilization of the engagement team, the organizational meeting, and the commencement of due diligence. Specifically, the following activities are anticipated:

1. Engagement Administration. Finalization and execution of the engagement letter (completed January 12, 2026); completion of all conflicts clearance procedures; new matter opening and assignment of matter number 1032-00003; completion of Know Your Customer ("KYC") and Anti-Money Laundering ("AML") procedures as required by the firm's compliance policies.

2. Organizational Meeting Preparation. Preparation of a comprehensive agenda for the organizational meeting scheduled for January 22, 2026. The organizational meeting will be an all-hands meeting attended by representatives of Halcyon management, including Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), and Wilhelm Ostermann (General Counsel); all underwriters in the syndicate, led by Jonathan Hartwell of Westbridge Securities; all counsel (C&H, Varen & Kessler, Bähr Stein, and Prumvane Thornton); the auditors from Blackmere & Whitfield (Graham Templeton, New York; Dieter Kaufmann, Munich); and representatives of Meridian Trust (Patricia Novak). The agenda will address the transaction structure, timeline, division of responsibilities, due diligence protocol, SEC filing strategy, and preliminary discussion of key legal and disclosure issues.

3. Working Group Materials. Preparation and circulation of a comprehensive working group list identifying all parties, addresses, telephone numbers, and email contacts for the full transaction team. Preparation of a master timeline and responsibility chart, assigning specific drafting and review responsibilities to each member of the working group for each deliverable.

4. Due Diligence Commencement. Preparation and circulation of a comprehensive due diligence request list covering all material areas, including corporate and organizational documents, material contracts, intellectual property, litigation and regulatory matters, environmental and manufacturing compliance, employee benefits and compensation, related-party transactions, insurance, tax, sanctions and export controls, and information technology and cybersecurity. Due diligence document review will commence on January 27, 2026, and continue through the end of this phase and into Phase 2. Coordination with Varen & Kessler on the due diligence protocol, including the scheduling of management due diligence sessions and business line reviews.

5. Initial Structuring Analysis. Preparation of initial structuring memoranda addressing: (a) Halcyon's qualification and maintenance of Foreign Private Issuer ("FPI") status under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the requirements for a Level III ADR program, including the obligation to register the ADSs under both the Securities Act and the Exchange Act; and (c) the dual registration framework involving Form F-1 for the offering and Form F-6 for the depositary receipts, including the interplay between these two registration statements.

6. Coordination with German Counsel. Initial coordination with Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban and Johanna Weiß) regarding the Company's corporate structure, its registration in the commercial register (HRB 217458, Amtsgericht München), the authorized capital (genehmigtes Kapital) available for the issuance of new shares in connection with the primary offering, and the exclusion of pre-emptive rights (Bezugsrechtsausschluss) required to permit the issuance of shares to the depositary for the benefit of ADS holders.

7. Tax Work Commencement. Leonard Cross will commence the PFIC analysis, including the collection of financial data for Halcyon's fiscal years 2023, 2024, and 2025, and the application of the asset test and income test under IRC Sections 1291–1298. Preliminary analysis will also commence on the U.S./German income tax treaty, particularly Article 10 (dividends) and the applicable withholding tax rates.

Estimated Hours and Fees:

Phase 1 Subtotal: approximately $698,500–$879,000

The Phase 1 estimate reflects the substantial front-end investment required to mobilize the engagement team, prepare for and attend the organizational meeting, launch the due diligence process, and produce the initial structuring memoranda that will inform all subsequent drafting. The associate-heavy hour allocation in this phase is driven primarily by the due diligence document review and the preparation of the organizational materials.

Phase 2: Due Diligence Completion and Registration Statement Drafting

Period: March 1 – April 13, 2026

Key Activities:

Phase 2 represents the most labor-intensive period of the engagement, during which the due diligence process will be brought to substantial completion and the first draft of the registration statement will be prepared, circulated, and revised through multiple rounds of internal and working group review. The key activities during this phase are as follows:

1. Due Diligence Completion. Completion of all due diligence memoranda covering the following subject areas: corporate and organizational matters; material contracts (including supply agreements, customer contracts, and joint venture arrangements); intellectual property (patent portfolio, trade secrets, and licensing); litigation and regulatory proceedings; environmental and manufacturing compliance; employee benefits and compensation, including a detailed analysis of the Company's Employee Stock Ownership Trust (the "ESOT"), which holds approximately 3.1% of the Company's outstanding ordinary shares (6,665,000 shares); related-party transactions, with particular focus on transactions between Halcyon and Rheintal Industrieholding GmbH (the Wendt family holding company); sanctions and export controls compliance, including a review of the Company's operations and sales activities in the People's Republic of China; and a consolidated risk assessment memorandum synthesizing the key findings across all due diligence workstreams.

2. Form F-1 Drafting. Preparation of the first complete draft of the Form F-1 registration statement, with a target circulation date of March 9, 2026. The registration statement will include a comprehensive prospectus containing, among other things: (a) a cover page and prospectus summary setting forth the key terms of the Offering, including the anticipated ADS price range of $39.00–$45.00 per ADS; (b) risk factors addressing the material risks specific to the Company, its industry, and the Offering; (c) use of proceeds, reflecting the Company's planned deployment of approximately $280 million toward the Fab 3 Dresden wafer fabrication facility expansion, $140 million toward gallium nitride (GaN) research and development, $100 million toward repayment of the Company's revolving credit facility, and the remainder (approximately $87.95 million, subject to final pricing) for general corporate purposes and working capital; (d) capitalization and dilution tables, reflecting the increase in outstanding ordinary shares from approximately 215,000,000 pre-IPO to approximately 245,000,000 post-IPO; (e) a description of the ADSs and the terms of the deposit agreement; (f) a comprehensive taxation section addressing U.S. and German tax consequences to holders of ADSs; and (g) a discussion of shares eligible for future sale, including the 180-day lock-up arrangements.

3. All-Parties Drafting Session. An all-parties drafting session is scheduled for March 23–24, 2026, during which the full working group will review the first draft of the registration statement in detail, identify required revisions, and resolve open drafting issues. This session will require significant preparation time by the associates and partner review time both before and after the session.

4. Transaction Documents. Preparation of the following draft transaction documents: (a) the underwriting agreement, governed by New York law, setting forth the terms and conditions of the underwriters' purchase and sale of the ADSs; (b) the pricing agreement, to be executed at pricing and to specify the final ADS price, number of ADSs to be sold, and underwriters' discount; (c) lock-up agreements in two forms — the officer/director form (180-day lock-up) and the selling shareholder form (180-day lock-up) — to be executed by Halcyon's directors, executive officers, and the selling shareholders; and (d) selling shareholder schedules, specifying the ADSs to be sold by each selling shareholder (Rheintal: 8,500,000 ordinary shares / 4,250,000 ADSs; Kestrel: 4,300,000 ordinary shares / 2,150,000 ADSs).

5. Depositary Documentation. Preparation of the draft deposit agreement, to be governed by Delaware law, between Halcyon, Meridian Trust (as depositary), and the holders and beneficial owners of ADSs, together with the Form F-6 registration statement. The deposit agreement will address the terms and conditions of the issuance of ADSs, the deposit and withdrawal of ordinary shares, dividend and distribution mechanics, voting rights, depositary fees, and related matters. Negotiation of the depositary receipts fee schedule with Meridian Trust is also anticipated during this phase.

6. Nasdaq Listing Materials. Preparation of the draft Nasdaq Global Select Market listing application, together with the corporate governance exemption notice required under Rule 5615(a)(3) for foreign private issuers that rely on home-country corporate governance practices in lieu of certain Nasdaq listing standards.

7. Tax Work. Leonard Cross will finalize the PFIC memorandum and the U.S./German tax treaty memorandum during this phase, and will prepare the initial draft of the taxation section of the prospectus. The PFIC analysis is expected to confirm that Halcyon satisfies the active business exception and is not classified as a PFIC for U.S. federal income tax purposes.

8. Compliance Memoranda. Preparation of internal memoranda addressing: (a) Nasdaq listing standards applicable to foreign private issuers, including quantitative and qualitative requirements; (b) a Sarbanes-Oxley Act compliance roadmap for the Company, addressing Sections 302, 404, and 906 certification requirements and the transition periods available to foreign private issuers and emerging growth companies; and (c) Exchange Act reporting obligations, including the Form 20-F annual report and Form 6-K current report filing requirements.

9. Auditor Coordination. Coordination with Blackmere & Whitfield regarding comfort letter requirements under SAS 72 (Statements on Auditing Standards No. 72) and ISAE 3000 (International Standard on Assurance Engagements 3000), including the scope and format of the comfort letter, the financial information to be covered, and the agreed-upon procedures to be performed.

10. Selling Shareholder Questionnaires. Circulation of selling shareholder questionnaires to Rheintal Industrieholding GmbH and Kestrel Capital Partners AG, and review and analysis of the responses for purposes of the selling shareholder section of the prospectus and the selling shareholder representations in the underwriting agreement.

Estimated Hours and Fees:

Phase 2 Subtotal: approximately $1,207,000–$1,497,000

Phase 2 is expected to account for the largest share of total engagement fees, reflecting the intensity of the registration statement drafting process, the volume of due diligence work to be completed, and the preparation of the full suite of transaction documents. The estimated associate hours in this phase are substantial but consistent with the demands of a cross-border ADR IPO of this size and complexity.

Phase 3: SEC Filing, Review, and Amendment Process

Period: April 14 – June 21, 2026

Key Activities:

Phase 3 encompasses the confidential submission of the draft registration statement to the SEC, the SEC review process, the preparation and filing of amendments, and the progression toward a public filing and effectiveness of the registration statement. This phase also includes the finalization of transaction documents and the preparation of key compliance and governance materials.

1. Confidential SEC Submission. Finalization and confidential submission of the draft registration statement (Form F-1) to the SEC, targeted for April 14, 2026. The submission will be made on a confidential basis pursuant to the provisions of the Jumpstart Our Business Startups Act (the "JOBS Act"), which permits emerging growth companies and foreign private issuers to submit draft registration statements for non-public review by the SEC staff prior to public filing.

2. EDGAR Filing Coordination. Coordination of all EDGAR filing logistics, including: submission of the CIK (Central Index Key) application for Halcyon (CIK number to be assigned upon filing); engagement and coordination with the filing agent for purposes of EDGAR conversion, formatting, and submission; XBRL (eXtensible Business Reporting Language) tagging of the financial statements; and conversion and filing of all exhibits to the registration statement.

3. SEC Review and Comment Response. The SEC Division of Corporation Finance is expected to issue its first comment letter approximately four weeks after the confidential submission, or approximately May 12, 2026. Upon receipt of the comment letter, the engagement team will prepare a comprehensive response, including a detailed comment response letter and an amended registration statement (Amendment No. 1), with a target filing date for the amendment of May 26, 2026. The comment response process will require close coordination with the Company (for factual input), German counsel (for German law and corporate matters), the auditors (for accounting and financial statement comments), and underwriters' counsel (for comments affecting the underwriting arrangement or disclosure).

4. Public Filing and Potential Second Review. Following the filing of Amendment No. 1 and clearance of initial comments, the registration statement is expected to be filed publicly on or about June 8, 2026. If the SEC staff issues a second round of comments following the public filing, additional amendments may be required. While a second round is not guaranteed, the budget at the high end of the range contemplates this possibility.

5. Acceleration Request. Preparation and filing of the acceleration request letter, requesting that the SEC declare the registration statement effective on or about June 22, 2026. The acceleration request will include the customary representations regarding the distribution of the preliminary prospectus and compliance with SEC staff guidance.

6. Transaction Document Revisions. Ongoing revision and negotiation of all transaction documents, including the underwriting agreement, deposit agreement, and lock-up agreements, to reflect comments from the underwriters, underwriters' counsel, the depositary, and the SEC staff.

7. Tax Deliverables. Leonard Cross will finalize the tax opinion for filing as an exhibit to the registration statement, complete the Qualified Intermediary analysis for Meridian Trust Company, N.A., and prepare the treaty benefit certification procedures memorandum for use by the Company and its transfer agent in administering the reduced withholding rate under the U.S./German income tax treaty.

8. Corporate Governance Materials. Preparation of the code of conduct, audit committee charter, and whistleblower policy for adoption by Halcyon's board of directors (Aufsichtsrat/Vorstand or equivalent governance structure) prior to the effectiveness of the registration statement, as required by Nasdaq listing standards and the Sarbanes-Oxley Act.

9. Comfort Letter Coordination. Preparation of a draft comfort letter request to be submitted to Blackmere & Whitfield (Graham Templeton, New York; Dieter Kaufmann, Munich), specifying the scope and format of the comfort letter, the financial data to be covered, the change period, and the agreed-upon procedures.

10. Negative Assurance Framework. Preparation of the framework for the C&H negative assurance / 10b-5 letter to be delivered at closing, including the scope of the due diligence investigation, the standard of review, and the customary qualifications and limitations.

Estimated Hours and Fees:

Phase 3 Subtotal: approximately $989,250–$1,259,000

The Phase 3 estimate reflects the iterative nature of the SEC review process, which typically requires multiple rounds of drafting, review, and revision by the full team. The partner hours in this phase are driven primarily by SEC comment response strategy and the finalization of the tax deliverables. The associate hours reflect the substantial drafting effort required to prepare the comment response letter, the amended registration statement, and the ongoing revision of the transaction documents.

Phase 4: Roadshow, Pricing, Closing, and Post-Closing

Period: June 22 – August 2026

Key Activities:

Phase 4 covers the final execution of the transaction, from the launch of the roadshow through pricing, closing, and post-closing matters including the overallotment option and initial Exchange Act reporting advisory.

1. Roadshow Support. Support for the preparation and launch of the roadshow, commencing on or about June 23, 2026. This includes coordination with Bridgeport Investor Relations LLC (Thomas Harding), which has been retained as the Company's U.S. investor relations advisor at a fee of $35,000 per month beginning upon the public filing of the registration statement. C&H's role during the roadshow will include review of the roadshow presentation for consistency with the prospectus and securities law compliance, advisor on communications with prospective investors, and availability for real-time legal questions that arise during the roadshow.

2. Pricing. Finalization of the pricing agreement / terms agreement at pricing, targeted for July 1, 2026, reflecting the final ADS price within the $39.00–$45.00 range, the final number of ADSs sold, the underwriters' discount, and any other pricing-related terms. Execution of the underwriting agreement.

3. Closing Deliverables. Preparation and delivery of all closing deliverables in connection with the closing and settlement of the Offering, targeted for July 6, 2026 (T+2 after pricing). The closing deliverables for which C&H is responsible include:

(a) C&H opinion letter regarding the validity of the ADSs and the due authorization and issuance of the underlying ordinary shares;

(b) C&H negative assurance / 10b-5 letter;

(d) Officer's certificate, to be executed by Dr. Friedrich Wendt (CEO) and Katarina Dalmqvist (CFO);

(e) Secretary's / General Counsel's certificate, to be executed by Wilhelm Ostermann (General Counsel);

(f) Selling shareholder certificates, to be executed by Margarethe Wendt on behalf of Rheintal Industrieholding GmbH and Henrik Sørensen on behalf of Kestrel Capital Partners AG;

(g) Coordination with opinions to be delivered by Varen & Kessler LLP (underwriters' counsel), Bähr Stein Rechtsanwälte (German counsel to issuer), and Prumvane Thornton LLP (German counsel to underwriters);

(h) Coordination with Blackmere & Whitfield on the delivery of the comfort letter and the bring-down comfort letter;

(i) FINRA no-objections confirmation coordination;

(j) DTC/Ashgrove Enterprises settlement coordination to ensure smooth cross-border settlement of the ADSs;

4. Closing Administration. Management of the closing checklist and preparation of the closing memorandum, including the compilation and distribution of the closing binder to all parties.

5. Overallotment Option. Post-closing support for the exercise of the greenshoe / overallotment option, which provides the underwriters with a 30-day window (expiring July 31, 2026) to purchase up to 3,210,000 additional ADSs at the IPO price, less the underwriting discount. If the overallotment option is exercised, C&H will prepare the supplemental pricing agreement, coordinate with the depositary for the issuance of additional ADSs, and deliver any additional closing deliverables required in connection with the supplemental closing.

6. Post-Closing Advisory. Initial advisory services regarding the Company's Exchange Act reporting obligations as a foreign private issuer, including the annual report on Form 20-F (filing deadline: four months after fiscal year end) and current reports on Form 6-K, as well as ongoing compliance with Nasdaq listing standards and the Sarbanes-Oxley Act.

7. D&O Insurance Program. Coordination with Clearwater D&O Insurance Brokers (Emma Callister) regarding the confirmation and binding of the Company's directors' and officers' liability insurance program in advance of effectiveness. The total D&O program consists of $75,000,000 in aggregate limits, structured as follows:

The total annual premium for the D&O program is $2,800,000. C&H's role is limited to reviewing the policy terms for consistency with the representations in the underwriting agreement and confirming that the program is in place prior to the effective date of the registration statement.

Estimated Hours and Fees:

Phase 4 Subtotal: approximately $437,750–$607,750

Phase 4, while shorter in duration than the preceding phases, involves high-stakes activities — pricing, execution of the underwriting agreement, delivery of opinion letters, and closing — that require senior partner involvement and meticulous attention to detail. The hour estimates reflect the intensity of the closing process while recognizing that the bulk of the drafting and negotiation work will have been completed in Phases 2 and 3.

Phase Budget Summary

The following table consolidates the phase-level estimates:

It should be noted that the total range at the phase level ($3,332,500–$4,242,750) is wider than the $3,200,000–$3,800,000 range communicated to the client in the engagement letter. This is by design. The phase-level estimates represent an internal planning tool that incorporates contingency at each phase to account for the inherent uncertainty in forecasting the effort required at a granular level. The engagement letter estimate of $3,200,000–$3,800,000 remains C&H's best estimate of the total fees and is the range that has been communicated to and accepted by the client. Actual fees will depend on the specific developments in the transaction, the efficiency of the SEC review process, and the extent to which the assumptions set forth in Section VII are validated.

VI. Coordination with Other Advisors

The successful execution of this engagement will require extensive coordination with a number of other professional advisors and service providers. The following is a summary of the key advisors with whom C&H will interface and the nature of the anticipated coordination, together with a brief assessment of the impact on C&H hours.

Varen & Kessler LLP (Martin Ashford, Partner; Priya Ranganathan, Senior Associate) — Underwriters' counsel. Varen & Kessler represents Westbridge Securities and the underwriting syndicate. C&H will coordinate extensively with Varen & Kessler on the due diligence protocol, the negotiation of the underwriting agreement and related documentation, SEC comment letter response strategy, and the preparation and delivery of closing deliverables. As is customary, certain provisions of the underwriting agreement — particularly the indemnification, contribution, and conditions precedent sections — are expected to be the subject of active negotiation between issuer's counsel and underwriters' counsel. This coordination will impact C&H hours across all four phases, most significantly in Phases 2 and 3.

Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner; Johanna Weiß, Counsel) — German counsel to the issuer. Bähr Stein is engaged to advise on all German law matters, including the corporate structure and governance of the Company, the authorization and issuance of new ordinary shares pursuant to the Company's authorized capital (genehmigtes Kapital), the exclusion of statutory pre-emptive rights (Bezugsrechtsausschluss), the transfer of shares by the selling shareholders, German regulatory approvals, and German tax matters for input into the prospectus. C&H will coordinate with Bähr Stein on the German law analysis underpinning the business description, risk factors, and description of share capital sections of the prospectus, as well as the German law opinion to be delivered at closing. This coordination is particularly important in Phases 1 and 2, during due diligence and registration statement drafting.

Prumvane Thornton LLP (Dr. Stefan Braun, Partner) — German counsel to the underwriters. Prumvane Thornton represents the underwriters with respect to German law matters. C&H will coordinate with Prumvane Thornton principally in connection with the German law due diligence process and the delivery of the German law opinion at closing. The impact on C&H hours is expected to be moderate, concentrated in Phases 2 and 4.

Blackmere & Whitfield LLP / GmbH WPG (Graham Templeton, Partner, New York; Dieter Kaufmann, Partner, Munich) — Independent auditors. Blackmere & Whitfield serves as the Company's independent registered public accounting firm and will play a critical role in the Offering. C&H will coordinate with the auditors on: (a) the scope and format of the comfort letter (SAS 72 / ISAE 3000); (b) PCAOB registration requirements; (c) review of the IFRS financial statements included in the prospectus; (d) SEC comment responses relating to financial statement presentation, accounting policies, or auditor matters; and (e) the delivery of the comfort letter and bring-down comfort letter at closing. This coordination will impact C&H hours across all phases, with the greatest impact in Phases 2 and 3.

Meridian Trust Company, N.A. (Patricia Novak, Vice President, ADR Services) — Depositary bank. Meridian Trust will serve as the depositary for the Level III ADR facility. C&H will negotiate the deposit agreement with Meridian Trust, prepare the Form F-6 registration statement, and coordinate the custodian arrangements for the deposit of ordinary shares. The negotiation of the deposit agreement is expected to be a focused workstream primarily in Phase 2, with finalization in Phase 3.

Crestfield Transfer Services Inc. (Angela Moretti, Relationship Manager) — Transfer agent and registrar for the ADSs. C&H will coordinate with Crestfield on the establishment of the ADS register, the issuance of ADSs at closing, and the administrative procedures for ADS transfers and settlements. This coordination is expected to be relatively limited and concentrated in Phases 3 and 4.

Ashton & Burke Advisory GmbH (Lukas Frey, Managing Director) — Financial advisor to the issuer. Ashton & Burke has been retained by Halcyon as its independent financial advisor in connection with the Offering, at a fee of €2,500,000 (flat fee) plus a 0.10% success fee based on gross proceeds. C&H's coordination with Ashton & Burke will primarily involve valuation discussions, timing and market conditions analysis, and the review of the financial advisor's input into the use of proceeds and capitalization sections of the prospectus. The impact on C&H hours is expected to be modest and concentrated in Phases 1 and 2.

Bridgeport Investor Relations LLC (Thomas Harding, Principal) — U.S. investor relations advisor. Bridgeport has been retained by Halcyon at a fee of $35,000 per month (commencing upon the public filing of the registration statement) to provide U.S. investor relations services, including roadshow preparation, investor messaging, and communications strategy. C&H will coordinate with Bridgeport principally during the roadshow phase (Phase 4), reviewing investor-facing materials for consistency with the prospectus and securities law compliance.

VII. Key Assumptions and Risks to Budget

Assumptions Underlying the Fee Estimate

The fee estimate of $3,200,000–$3,800,000 is premised on the following key assumptions:

1. SEC Review. A single confidential submission of the draft registration statement to the SEC, followed by one round of comments from the Division of Corporation Finance, after which the registration statement will be amended and filed publicly. Effectiveness will be achieved after one amendment (or, at most, a minimal second amendment addressing residual comments).

2. Due Diligence. No material adverse findings in due diligence that would require restructuring of the Offering, significant additional disclosure, or engagement of additional specialist counsel beyond the core team.

3. Client Cooperation. Timely cooperation from Halcyon management, German counsel (Bähr Stein), and the Company's auditors (Blackmere & Whitfield) in the delivery of due diligence materials, responses to information requests, and the preparation of German law analysis and financial data required for the registration statement.

4. Document Negotiation. Standard negotiation of the underwriting agreement and deposit agreement without protracted disputes on indemnification, contribution, conditions precedent, or other material terms. The lock-up agreements and selling shareholder documentation are expected to be negotiated and finalized without significant difficulty.

5. No Extraordinary Events. No litigation, regulatory investigation, material adverse event, or other extraordinary circumstance affecting Halcyon during the registration period that would require expanded disclosure, additional analysis, or restructuring of the Offering.

6. FPI Status. Halcyon qualifies as a Foreign Private Issuer under Rule 3b-4 of the Exchange Act and will maintain such status through the closing of the Offering and the initial post-IPO reporting period.

7. PFIC Status. The PFIC analysis confirms that Halcyon is not classified as a passive foreign investment company for U.S. federal income tax purposes, based on the preliminary indication that the active business exception under IRC Section 1297(b)(2) is satisfied for fiscal years 2023, 2024, and 2025.

8. Regulation S / Flowback. No material Regulation S or flowback issues arise that would require restructuring of the secondary component of the Offering or the imposition of additional transfer restrictions on the ADSs sold by the selling shareholders.

Risks That Could Increase Fees Above the High End

The following factors represent risks that, if they materialize, could cause actual fees to exceed the high end of the estimated range ($3,800,000):

• Multiple Rounds of SEC Comments. If the SEC staff issues more than two rounds of comments, or if the comments raise unusual or novel issues — for example, pre-effective review by specialized offices such as the Office of International Corporate Finance, the Office of Technology, or the Office of Finance — the drafting and response effort could be substantially greater than anticipated.

• Material Due Diligence discoveries. If due diligence reveals material issues not currently anticipated — such as previously undisclosed litigation, regulatory proceedings, environmental liabilities, or contractual obligations — the resulting need for expanded risk factor disclosure, additional structuring analysis, or structural modifications to the Offering could significantly increase the required hours.

• Export Control and Sanctions Issues. Given the sensitivity of semiconductor technology and Halcyon's operations in Shanghai, People's Republic of China, there is a non-trivial risk that export control or sanctions issues could arise that require analysis by specialist counsel and additional disclosure in the prospectus. The U.S. regulatory environment applicable to semiconductor exports to the PRC is evolving rapidly, and any material developments during the registration period could increase the scope of the engagement.

• Underwriter Negotiation Complexity. If disagreements arise among the underwriters regarding economics, terms, or allocation, or if the lead left bookrunner (Westbridge Securities) or other syndicate members take aggressive positions on indemnification or contribution provisions, the negotiation of the underwriting agreement could require significantly more partner and associate time than currently estimated.

• Market Disruption or Delay. If adverse market conditions cause a delay in pricing, a postponement of the roadshow, or an extension of the registration period, the engagement team will need to remain mobilized for a longer period, with corresponding increases in fees. In the event of a fundamental restructuring — such as a downsizing of the Offering, a change in the ADS-to-share ratio, or the withdrawal of a selling shareholder — substantial additional work would be required.

VIII. Retainer and Billing Procedures

The following procedures will govern billing and collections for this engagement:

Retainer. A retainer of $250,000 was received from Halcyon Semiconductor Aktiengesellschaft upon execution of the engagement letter on January 12, 2026. The retainer is currently held in the Calderwood & Harkness LLP client trust account and will be applied against the final invoice or invoices submitted in connection with the closing of the Offering. The retainer will not be drawn down against interim monthly invoices unless the parties otherwise agree or unless the client fails to pay invoices within the time periods specified below.

Monthly Billing Cycle. Invoices will be prepared on a monthly billing cycle. Each monthly invoice will cover all professional fees and disbursements incurred during the preceding calendar month and will be submitted to the client by the 15th of the following month.

Payment Terms. All invoices are due and payable net thirty (30) days from the invoice date, in accordance with the terms of the engagement letter. If payment is not received within the specified period, the firm reserves the right to apply the retainer against outstanding invoices, as provided in the engagement letter.

Billing Partner Review. Robert Adeyemi, in his capacity as Billing Partner, will review and approve all invoices prior to their submission to the client. This review will encompass the accuracy of time entries, the reasonableness of hours billed for each task, compliance with any billing guidelines or arrangements, and the proper categorization of disbursements.

Client Contacts for Billing. Invoices will be directed to Halcyon's Chief Financial Officer, Katarina Dalmqvist, with a copy to the Company's General Counsel, Wilhelm Ostermann. Any billing inquiries from the client should be directed to Robert Adeyemi in the first instance.

IX. Recommendation and Approval

Based on the foregoing analysis, I recommend the proposed staffing plan and budget estimate for formal adoption as the internal planning framework for the Halcyon Semiconductor AG US ADR IPO engagement (Matter No. 1032-00003). The proposed team has been carefully selected to provide the depth and breadth of expertise required for a cross-border IPO of this magnitude, and the budget estimate reflects a realistic assessment of the anticipated effort based on comparable recent transactions.

I respectfully request Robert Adeyemi's sign-off on this memorandum in his capacity as Billing Partner, confirming his agreement with the proposed staffing, billing rates, estimated fees, and billing procedures set forth herein.

APPROVED AND RECOMMENDED:

By: ________

Name: Vivienne St. Claire

Title: Responsible Partner, Capital Markets

Date: ________

REVIEWED AND APPROVED:

By: ________

Name: Robert Adeyemi

Title: Billing Partner, Capital Markets

Date: ________

DISTRIBUTION NOTE

This memorandum is CONFIDENTIAL and is intended for INTERNAL CALDERWOOD & HARKNESS LLP USE ONLY. Copies have been provided to the following individuals for information purposes only:

• Claire Dempsey, Senior Associate, Capital Markets

• Audrey Zhou, Associate, Capital Markets

• Leonard Cross, Partner, Tax

This memorandum is not to be shared with the client, Halcyon Semiconductor Aktiengesellschaft, or any third party, without the prior written approval of Vivienne St. Claire, Responsible Partner.

Milestone	Target Date
Organizational meeting (all-hands)	January 22, 2026
Commencement of due diligence	January 27, 2026
First draft Form F-1 circulated	March 9, 2026
Confidential SEC submission (JOBS Act)	April 14, 2026
Target effectiveness of registration statement	June 22, 2026
Target pricing	July 1, 2026
Target closing / settlement (T+2)	July 6, 2026
Name	Role on Engagement	Practice Group	2026 Hourly Rate	Relevant Experience / Notes
Vivienne St. Claire	Responsible Partner	Capital Markets	$1,950/hr	Overall engagement leadership; primary interface with Halcyon senior management (Dr. Friedrich Wendt, CEO; Katarina Dalmqvist, CFO; Wilhelm Ostermann, General Counsel) and lead bookrunner Westbridge Securities (Jonathan Hartwell, Managing Director); responsible for strategic structuring decisions, SEC comment response strategy, and all client-facing communications; attendance at all key drafting sessions and roadshow preparation; final review of all material filings and opinion letters.
Robert Adeyemi	Billing Partner	Capital Markets	$1,850/hr	Billing supervision, budget monitoring, and matter administration; secondary partner review of registration statement drafts and underwriting agreement; available for substantive contributions as needed, including participation in drafting sessions and due diligence calls; liaison with firm finance department and conflicts committee.
Claire Dempsey	Lead Associate	Capital Markets	$1,100/hr	Day-to-day drafting lead for Form F-1 registration statement, prospectus (including all narrative sections), underwriting agreement, pricing agreement, lock-up agreements (officer/director and selling shareholder forms), selling shareholder documentation and schedules, all SEC correspondence, and closing deliverables; coordination with Varen & Kessler LLP (Martin Ashford, Partner; Priya Ranganathan, Senior Associate) as underwriters' counsel and Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner; Johanna Weiß, Counsel) as German counsel to the issuer; management of the due diligence process, including supervision of document review, preparation of due diligence memoranda, and coordination of due diligence sessions. Ms. Dempsey has served as lead associate on five cross-border IPOs in the past two years, including the Valeron Photonics GmbH Level II ADR listing in 2024 and the Cascadian Biotech AG Form F-1 IPO in 2025.
Audrey Zhou	Working Associate	Capital Markets	$875/hr	Support drafting of deposit agreement and related depositary documentation, Form F-6 registration statement, depositary receipts fee schedule, Nasdaq Global Select Market listing application and related submissions, corporate governance exemption notice (Rule 5615(a)(3)), code of conduct, audit committee charter, whistleblower policy, and other corporate governance documentation; EDGAR filing coordination (CIK application, XBRL tagging, filing agent liaison); preparation of research memoranda on substantive issues; due diligence document review; maintenance of the master closing checklist and working group list; and coordination of document production and signing logistics. Ms. Zhou is a 2022 law school graduate who joined the Capital Markets group in the fall of 2022 and has worked on three IPO transactions.
Leonard Cross	Specialist Partner	Tax	$1,900/hr	Responsible for all U.S. federal income tax aspects of the Offering, including: (i) passive foreign investment company ("PFIC") analysis under IRC Sections 1291–1298, covering Halcyon's fiscal years 2023, 2024, and 2025, including the active business exception and asset/income tests; (ii) preparation of the U.S. federal income tax opinion for inclusion in the prospectus; (iii) U.S./German income tax treaty analysis, with particular focus on Article 10 (dividends) and the applicable withholding tax rates (statutory 26.375% German withholding, reduced to 15% under the treaty for qualifying U.S. holders); (iv) Qualified Intermediary ("QI") analysis for Meridian Trust Company, N.A. in its capacity as depositary; (v) preparation of Form W-8BEN-E and related documentation; and (vi) preparation of a treaty benefit certification procedures memorandum for use by Halcyon and its transfer agent. Mr. Cross has advised on the tax aspects of more than twenty cross-border IPOs involving European issuers listing in the United States.
Timekeeper	Title	Hourly Rate (2026)
Vivienne St. Claire	Partner	$1,950
Robert Adeyemi	Partner	$1,850
Leonard Cross	Partner (Tax)	$1,900
Claire Dempsey	Associate (Senior)	$1,100
Audrey Zhou	Associate (Mid-Level)	$875
Disbursement Category	Estimated Amount
SEC registration fee (based on $900M gross proceeds at current fee rate of $110.20 per $1,000,000)	Approximately $98,280 (to be confirmed upon filing)
Nasdaq Global Select Market entry fee	Estimated $295,000 (to be confirmed with Nasdaq)
EDGAR filing agent fees (filing, XBRL tagging, exhibit conversion)	$15,000–$25,000
Printing costs (preliminary and final prospectus, including electronic distribution)	$150,000–$200,000

Travel expenses (roadshow support, in-person drafting sessions, organizational meeting)	$40,000–$60,000
Other disbursements (courier services, long-distance communications, database charges, due diligence platform costs)	$20,000–$30,000
Total Estimated Disbursements	$618,280–$708,280
Timekeeper	Estimated Hours	Estimated Fees
Vivienne St. Claire	80–100	$156,000–$195,000
Robert Adeyemi	20–30	$37,000–$55,500
Leonard Cross	30–40	$57,000–$76,000
Claire Dempsey	250–300	$275,000–$330,000
Audrey Zhou	180–220	$157,500–$192,500
Paralegals/Support	40–60	$16,000–$30,000
Timekeeper	Estimated Hours	Estimated Fees
Vivienne St. Claire	150–180	$292,500–$351,000
Robert Adeyemi	40–60	$74,000–$111,000
Leonard Cross	60–80	$114,000–$152,000
Claire Dempsey	400–480	$440,000–$528,000
Audrey Zhou	300–360	$262,500–$315,000
Paralegals/Support	60–80	$24,000–$40,000
Timekeeper	Estimated Hours	Estimated Fees
Vivienne St. Claire	120–160	$234,000–$312,000
Robert Adeyemi	30–50	$55,500–$92,500
Leonard Cross	40–50	$76,000–$95,000
Claire Dempsey	350–420	$385,000–$462,000
Audrey Zhou	250–300	$218,750–$262,500
Paralegals/Support	50–70	$20,000–$35,000
Layer	Carrier	Limit

Primary	Thornhill Assurance	$15,000,000
First Excess	Arcadian Indemnity	$20,000,000
Second Excess	Helmsman Re	$20,000,000
Third Excess	Nordic Specialty Insurance	$20,000,000
Total	$75,000,000
Timekeeper	Estimated Hours	Estimated Fees
Vivienne St. Claire	60–80	$117,000–$156,000
Robert Adeyemi	15–25	$27,750–$46,250
Leonard Cross	15–20	$28,500–$38,000
Claire Dempsey	150–200	$165,000–$220,000
Audrey Zhou	100–140	$87,500–$122,500
Paralegals/Support	30–50	$12,000–$25,000
Phase	Description	Period	Low Estimate	High Estimate
1	Engagement, Organization & DD Commencement	Jan 12 – Feb 28, 2026	$698,500	$879,000
2	DD Completion & Registration Statement Drafting	Mar 1 – Apr 13, 2026	$1,207,000	$1,497,000
3	SEC Filing, Review & Amendment	Apr 14 – Jun 21, 2026	$989,250	$1,259,000
4	Roadshow, Pricing, Closing & Post-Closing	Jun 22 – Aug 2026	$437,750	$607,750
—	Total Estimated Fees	—	$3,332,500	$4,242,750

CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Robert Adeyemi, Billing Partner, Capital Markets
FROM: Vivienne St. Claire, Responsible Partner, Capital Markets
DATE: January 14, 2026
RE: Staffing Plan and Budget Estimate — Halcyon Semiconductor AG US ADR IPO (Matter No. 1032-00003)
CLIENT: Halcyon Semiconductor Aktiengesellschaft
MATTER: Prospective US IPO via Level III ADR Program — Approximate Gross Proceeds of $900,000,000
I. Executive Summary
The purpose of this memorandum is to set forth the proposed Calderwood & Harkness LLP ("C&H") engagement team, individual hourly billing rates, estimated total legal fees, and a phase-by-phase budget allocation for the representation of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") in connection with the Company's planned initial public offering in the United States through a Level III American Depositary Receipt program (the "IPO" or the "Offering"). This memorandum is intended to serve as an internal planning tool for purposes of staffing management, billing oversight, and resource allocation, and it is not intended for distribution to the client or any third party.
The engagement letter between C&H and Halcyon was executed on January 12, 2026. Upon execution, the Company remitted a retainer in the amount of $250,000, which has been deposited into the firm's client trust account. The matter has been formally opened under C&H matter number 1032-00003, and all conflicts clearances have been completed.
The scope of the engagement, as defined in the executed engagement letter, encompasses the following workstreams:
•  Preparation and filing with the U.S. Securities and Exchange Commission (the "SEC") of a registration statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), covering the American Depositary Shares ("ADSs") to be offered in the IPO;
•  Preparation and filing of a registration statement on Form F-6 under the Securities Act for the registration of the ADSs evidenced by American Depositary Receipts;
•  Structuring and negotiation of the Level III ADR facility with Meridian Trust Company, N.A. ("Meridian Trust") as depositary bank, including the deposit agreement, custodian arrangements, and depositary receipts fee schedule;
•  Preparation, negotiation, and execution of the underwriting agreement and all related transaction documentation with Westbridge Securities LLC ("Westbridge") as lead left bookrunner and the underwriting syndicate, including the pricing agreement, lock-up agreements, and selling shareholder documentation;
•  Preparation and filing of the Nasdaq Global Select Market listing application (proposed ticker symbol: HCYN), including the corporate governance exemption notice required for foreign private issuers;
•  Ongoing advisory services regarding U.S. securities law compliance, including Exchange Act reporting obligations, Sarbanes-Oxley Act requirements, and post-IPO corporate governance matters; and
•  All ancillary U.S. legal work reasonably necessary to consummate the Offering.
The target gross proceeds of the Offering are approximately $900,000,000. The Offering is currently structured to consist of 21,400,000 ADSs in the base deal, comprising: (a) 15,000,000 primary ADSs, representing 30,000,000 newly issued ordinary shares of the Company at an ADS-to-ordinary share ratio of 1:2; and (b) 6,400,000 secondary ADSs offered by two selling shareholders — Rheintal Industrieholding GmbH ("Rheintal"), the Wendt family holding company, offering 4,250,000 ADSs (representing 8,500,000 ordinary shares), and Kestrel Capital Partners AG ("Kestrel"), a financial sponsor, offering 2,150,000 ADSs (representing 4,300,000 ordinary shares). In addition, the underwriters will be granted a 15% overallotment option covering up to 3,210,000 additional ADSs.
Based on the scope, complexity, and anticipated timeline of the engagement, the estimated total C&H legal fees for the Offering are $3,200,000 to $3,800,000, billed on an hourly basis. This estimate has been communicated to the client in the engagement letter and is subject to the assumptions and qualifications described in Section VII of this memorandum.
The current working timeline for the Offering is as follows:
This timeline is aggressive but achievable, provided that the key assumptions discussed in Section VII below are satisfied. The proposed staffing plan and budget allocation set forth in this memorandum have been designed to meet these deadlines while delivering the highest quality of legal work product.
II. Proposed Engagement Team
A. Core Team Members
The following table sets forth the proposed core engagement team, including each team member's role on the engagement, practice group affiliation, 2026 standard hourly rate, and a summary of relevant experience and responsibilities.
B. Anticipated Additional Support
In addition to the core team members identified above, the engagement may require contributions from additional associates, paralegals, or specialist counsel on an as-needed basis, depending on the issues that arise during the course of the transaction. Potential areas requiring supplemental support include, without limitation:
•  ERISA Counsel: If Halcyon's Employee Stock Ownership Trust (the "ESOT"), which currently holds approximately 3.1% of the Company's outstanding ordinary shares (6,665,000 shares), requires analysis under U.S. employee benefits law, or if the structuring of the ADSs gives rise to plan asset or prohibited transaction issues for U.S. institutional investors subject to ERISA, specialist ERISA counsel within the firm may be engaged.
•  Export Controls and Sanctions Counsel: Given Halcyon's semiconductor manufacturing operations, including its facility in Shanghai, People's Republic of China, it is possible that issues relating to U.S. export control regulations (including the Export Administration Regulations and the foreign direct product rule) or OFAC sanctions compliance may require analysis by a specialist in the firm's International Trade and National Security practice.
•  intellectual Property Counsel: If due diligence reveals material IP issues — including patent portfolio matters, trade secret protections, or licensing arrangements — that require specialized analysis beyond the scope of the Capital Markets team's competency, IP counsel may be consulted.
Any material additions to the engagement team will be promptly communicated to Robert Adeyemi in his capacity as Billing Partner, so that the staffing change can be reflected in the billing records and, where appropriate, communicated to the client.
Paralegal and legal assistant time will be billed at the firm's standard 2026 rates, which are as follows:
•  Senior Paralegals: $500–$550/hr
•  Mid-Level Paralegals: $400–$475/hr
•  Junior Paralegals: $350–$400/hr
•  Legal Assistants: $200–$275/hr
Based on prior engagements of comparable scope and complexity, we estimate that approximately 200 to 300 hours of paralegal and legal assistant time will be required across the full duration of the engagement, encompassing document management, EDGAR filing support, closing binder preparation, due diligence room coordination, and administrative support for drafting sessions.
C. Team Availability and Commitment
Given the importance of this engagement to the firm and to the client, and in light of the aggressive timeline described above, the following commitments regarding team availability have been made:
Vivienne St. Claire will serve as the primary partner on this engagement from the date hereof through closing (currently targeted for July 6, 2026) and will continue to be available on an advisory basis through the expiration of the lock-up period and the initial post-IPO reporting cycle. Ms. St. Claire has confirmed that she has no conflicting deal commitments during the critical February through July 2026 period. Her other ongoing advisory mandates are of a nature that will not materially interfere with her availability for this engagement.
Claire Dempsey will be dedicated to this matter on a full-time basis beginning January 22, 2026, the date of the organizational meeting. Her current workload, consisting primarily of post-closing matters on the Veritas Energy Resources IPO and a secondary offering for Meridian DataSystems, Inc., will be transitioned to other associates in the Capital Markets group by that date. Ms. Dempsey will remain on the matter full-time through closing, with the understanding that minor contributions to other matters may be accommodated at the discretion of Ms. St. Claire during periods of lower intensity.
Audrey Zhou will be substantially full-time on this matter from late January 2026 through closing. Ms. Zhou's current commitments are limited and can be managed concurrently during the early phases of the engagement. From March 2026 onward, she is expected to be exclusively dedicated to this matter.
Leonard Cross will be engaged on an intermittent basis, with his involvement concentrated in three primary phases: (1) the initial PFIC and tax treaty analysis during the February–March 2026 period; (2) the drafting and finalization of the tax opinion and taxation section of the prospectus during the April–May 2026 period; and (3) the review and delivery of closing deliverables during the June–July 2026 period. Mr. Cross has confirmed his availability for each of these phases and has blocked the relevant dates in his calendar. Between these phases, Mr. Cross will remain available for consultation on tax issues as they arise during the drafting process.
III. Billing Rate Summary
The following table summarizes the 2026 standard hourly rates for all named members of the engagement team:
These rates are the firm's standard 2026 hourly rates as applied to the Capital Markets and Tax practice groups, respectively. The rates were communicated to the client in the engagement letter dated January 12, 2026, and accepted without negotiation.
Billing Mechanics. All professional time on this matter will be recorded and billed in six-minute (0.1 hour) increments, in accordance with the firm's standard timekeeping policies. There is no blended rate arrangement in effect for this engagement. The client will receive monthly invoices, submitted by the 15th of the month following the period in which services were rendered. Further details regarding invoicing procedures are set forth in Section VIII below.
Retainer. As noted above, a retainer of $250,000 was received from Halcyon upon execution of the engagement letter on January 12, 2026. The retainer is being held in the firm's client trust account and will be applied against the final invoice or invoices at the closing of the engagement. The retainer will not be applied against interim monthly invoices unless otherwise agreed with the client.
IV. Estimated Total Fees
Overall Fee Estimate
The estimated total C&H legal fees for the Halcyon Semiconductor AG US ADR IPO engagement are in the range of $3,200,000 to $3,800,000, billed on an hourly basis.
This estimate reflects a transaction of significant complexity across multiple dimensions:
•  Structure: A Level III ADR IPO for a German Aktiengesellschaft listing on the Nasdaq Global Select Market, requiring dual registration on Form F-1 (covering the ADSs offered in the IPO) and Form F-6 (registering the ADSs evidenced by American Depositary Receipts). Level III ADR programs impose the full scope of SEC registration and reporting requirements, equivalent to a direct listing by a U.S. domestic issuer;
•  Size: Approximate gross proceeds of $900,000,000, placing the Offering firmly in the large-cap category and requiring a commensurately detailed and comprehensive registration statement;
•  Selling Shareholders: The participation of two selling shareholders — Rheintal and Kestrel — adds complexity to the disclosure, including the preparation of selling shareholder questionnaires, the negotiation of separate selling shareholder lock-up agreements, the analysis of selling shareholder representations and warranties, and the coordination of selling shareholder closing deliverables;
•  Cross-Border Due Diligence: The Company's operations span five jurisdictions (Germany, the Netherlands, the United States, the People's Republic of China, and Singapore), each of which must be covered in the due diligence process and, to the extent material, in the risk factor and business description sections of the prospectus;
•  Tax Complexity: The PFIC analysis, U.S./German tax treaty analysis, and Qualified Intermediary framework require substantial specialist tax work;
•  Multi-Party Coordination: The engagement requires coordination with four law firms (C&H, Varen & Kessler, Bähr Stein, and Prumvane Thornton), four underwriters (Westbridge Securities as lead left bookrunner, plus syndicate members), the depositary bank (Meridian Trust), the independent auditors (Blackmere & Whitfield), and multiple other advisors, each of whom will generate correspondence, documentation, and issues requiring C&H involvement.
Low-End Estimate ($3,200,000). The low end of the range assumes: (i) an efficient SEC review process with a single round of comments from the Division of Corporation Finance; (ii) limited revisions to transaction documents following initial drafts; (iii) no significant new issues arising during due diligence that would require expanded disclosure or structural modifications; and (iv) a smooth pricing and closing process without delays or complications.
High-End Estimate ($3,800,000). The high end of the range assumes: (i) two rounds of SEC comments, with the second round requiring material revisions to the prospectus; (ii) additional prospectus revisions required by SEC staff beyond those typically anticipated in a cross-border ADR IPO; (iii) additional structuring complexity arising from, for example, full exercise of the greenshoe option, identification of additional disclosure issues during due diligence, or extended negotiations with the underwriters on indemnification, contribution, or other material provisions of the underwriting agreement; and (iv) a moderately more complex closing process.
Exclusions. The fee estimate does not include disbursements, which are estimated separately below and will be billed to the client as incurred.
Estimated Disbursements (Separate from Fees)
The following disbursements are anticipated in connection with the Offering. These amounts are estimates based on current fee schedules and comparable recent transactions, and actual amounts may vary:
We note that certain of these disbursements — in particular the SEC registration fee and the Nasdaq listing fee — are fixed costs that will be incurred regardless of the progression of the engagement. Printing costs, travel expenses, and other variable disbursements will be managed carefully to remain within the estimated ranges.
V. Phase-by-Phase Budget Allocation
The following sections present the estimated hours and fees for each phase of the engagement, together with a detailed description of the key activities to be performed during each phase. These phase-level estimates represent an internal planning tool with built-in contingency and are intended to facilitate resource planning, progress monitoring, and variance analysis.
Phase 1: Engagement, Organization, and Due Diligence Commencement
Period: January 12 – February 28, 2026
Key Activities:
This phase encompasses the initial mobilization of the engagement team, the organizational meeting, and the commencement of due diligence. Specifically, the following activities are anticipated:
1.  Engagement Administration. Finalization and execution of the engagement letter (completed January 12, 2026); completion of all conflicts clearance procedures; new matter opening and assignment of matter number 1032-00003; completion of Know Your Customer ("KYC") and Anti-Money Laundering ("AML") procedures as required by the firm's compliance policies.
2.  Organizational Meeting Preparation. Preparation of a comprehensive agenda for the organizational meeting scheduled for January 22, 2026. The organizational meeting will be an all-hands meeting attended by representatives of Halcyon management, including Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), and Wilhelm Ostermann (General Counsel); all underwriters in the syndicate, led by Jonathan Hartwell of Westbridge Securities; all counsel (C&H, Varen & Kessler, Bähr Stein, and Prumvane Thornton); the auditors from Blackmere & Whitfield (Graham Templeton, New York; Dieter Kaufmann, Munich); and representatives of Meridian Trust (Patricia Novak). The agenda will address the transaction structure, timeline, division of responsibilities, due diligence protocol, SEC filing strategy, and preliminary discussion of key legal and disclosure issues.
3.  Working Group Materials. Preparation and circulation of a comprehensive working group list identifying all parties, addresses, telephone numbers, and email contacts for the full transaction team. Preparation of a master timeline and responsibility chart, assigning specific drafting and review responsibilities to each member of the working group for each deliverable.
4.  Due Diligence Commencement. Preparation and circulation of a comprehensive due diligence request list covering all material areas, including corporate and organizational documents, material contracts, intellectual property, litigation and regulatory matters, environmental and manufacturing compliance, employee benefits and compensation, related-party transactions, insurance, tax, sanctions and export controls, and information technology and cybersecurity. Due diligence document review will commence on January 27, 2026, and continue through the end of this phase and into Phase 2. Coordination with Varen & Kessler on the due diligence protocol, including the scheduling of management due diligence sessions and business line reviews.
5.  Initial Structuring Analysis. Preparation of initial structuring memoranda addressing: (a) Halcyon's qualification and maintenance of Foreign Private Issuer ("FPI") status under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the requirements for a Level III ADR program, including the obligation to register the ADSs under both the Securities Act and the Exchange Act; and (c) the dual registration framework involving Form F-1 for the offering and Form F-6 for the depositary receipts, including the interplay between these two registration statements.
6.  Coordination with German Counsel. Initial coordination with Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban and Johanna Weiß) regarding the Company's corporate structure, its registration in the commercial register (HRB 217458, Amtsgericht München), the authorized capital (genehmigtes Kapital) available for the issuance of new shares in connection with the primary offering, and the exclusion of pre-emptive rights (Bezugsrechtsausschluss) required to permit the issuance of shares to the depositary for the benefit of ADS holders.
7.  Tax Work Commencement. Leonard Cross will commence the PFIC analysis, including the collection of financial data for Halcyon's fiscal years 2023, 2024, and 2025, and the application of the asset test and income test under IRC Sections 1291–1298. Preliminary analysis will also commence on the U.S./German income tax treaty, particularly Article 10 (dividends) and the applicable withholding tax rates.
Estimated Hours and Fees:
Phase 1 Subtotal: approximately $698,500–$879,000
The Phase 1 estimate reflects the substantial front-end investment required to mobilize the engagement team, prepare for and attend the organizational meeting, launch the due diligence process, and produce the initial structuring memoranda that will inform all subsequent drafting. The associate-heavy hour allocation in this phase is driven primarily by the due diligence document review and the preparation of the organizational materials.
Phase 2: Due Diligence Completion and Registration Statement Drafting
Period: March 1 – April 13, 2026
Key Activities:
Phase 2 represents the most labor-intensive period of the engagement, during which the due diligence process will be brought to substantial completion and the first draft of the registration statement will be prepared, circulated, and revised through multiple rounds of internal and working group review. The key activities during this phase are as follows:
1.  Due Diligence Completion. Completion of all due diligence memoranda covering the following subject areas: corporate and organizational matters; material contracts (including supply agreements, customer contracts, and joint venture arrangements); intellectual property (patent portfolio, trade secrets, and licensing); litigation and regulatory proceedings; environmental and manufacturing compliance; employee benefits and compensation, including a detailed analysis of the Company's Employee Stock Ownership Trust (the "ESOT"), which holds approximately 3.1% of the Company's outstanding ordinary shares (6,665,000 shares); related-party transactions, with particular focus on transactions between Halcyon and Rheintal Industrieholding GmbH (the Wendt family holding company); sanctions and export controls compliance, including a review of the Company's operations and sales activities in the People's Republic of China; and a consolidated risk assessment memorandum synthesizing the key findings across all due diligence workstreams.
2.  Form F-1 Drafting. Preparation of the first complete draft of the Form F-1 registration statement, with a target circulation date of March 9, 2026. The registration statement will include a comprehensive prospectus containing, among other things: (a) a cover page and prospectus summary setting forth the key terms of the Offering, including the anticipated ADS price range of $39.00–$45.00 per ADS; (b) risk factors addressing the material risks specific to the Company, its industry, and the Offering; (c) use of proceeds, reflecting the Company's planned deployment of approximately $280 million toward the Fab 3 Dresden wafer fabrication facility expansion, $140 million toward gallium nitride (GaN) research and development, $100 million toward repayment of the Company's revolving credit facility, and the remainder (approximately $87.95 million, subject to final pricing) for general corporate purposes and working capital; (d) capitalization and dilution tables, reflecting the increase in outstanding ordinary shares from approximately 215,000,000 pre-IPO to approximately 245,000,000 post-IPO; (e) a description of the ADSs and the terms of the deposit agreement; (f) a comprehensive taxation section addressing U.S. and German tax consequences to holders of ADSs; and (g) a discussion of shares eligible for future sale, including the 180-day lock-up arrangements.
3.  All-Parties Drafting Session. An all-parties drafting session is scheduled for March 23–24, 2026, during which the full working group will review the first draft of the registration statement in detail, identify required revisions, and resolve open drafting issues. This session will require significant preparation time by the associates and partner review time both before and after the session.
4.  Transaction Documents. Preparation of the following draft transaction documents: (a) the underwriting agreement, governed by New York law, setting forth the terms and conditions of the underwriters' purchase and sale of the ADSs; (b) the pricing agreement, to be executed at pricing and to specify the final ADS price, number of ADSs to be sold, and underwriters' discount; (c) lock-up agreements in two forms — the officer/director form (180-day lock-up) and the selling shareholder form (180-day lock-up) — to be executed by Halcyon's directors, executive officers, and the selling shareholders; and (d) selling shareholder schedules, specifying the ADSs to be sold by each selling shareholder (Rheintal: 8,500,000 ordinary shares / 4,250,000 ADSs; Kestrel: 4,300,000 ordinary shares / 2,150,000 ADSs).
5.  Depositary Documentation. Preparation of the draft deposit agreement, to be governed by Delaware law, between Halcyon, Meridian Trust (as depositary), and the holders and beneficial owners of ADSs, together with the Form F-6 registration statement. The deposit agreement will address the terms and conditions of the issuance of ADSs, the deposit and withdrawal of ordinary shares, dividend and distribution mechanics, voting rights, depositary fees, and related matters. Negotiation of the depositary receipts fee schedule with Meridian Trust is also anticipated during this phase.
6.  Nasdaq Listing Materials. Preparation of the draft Nasdaq Global Select Market listing application, together with the corporate governance exemption notice required under Rule 5615(a)(3) for foreign private issuers that rely on home-country corporate governance practices in lieu of certain Nasdaq listing standards.
7.  Tax Work. Leonard Cross will finalize the PFIC memorandum and the U.S./German tax treaty memorandum during this phase, and will prepare the initial draft of the taxation section of the prospectus. The PFIC analysis is expected to confirm that Halcyon satisfies the active business exception and is not classified as a PFIC for U.S. federal income tax purposes.
8.  Compliance Memoranda. Preparation of internal memoranda addressing: (a) Nasdaq listing standards applicable to foreign private issuers, including quantitative and qualitative requirements; (b) a Sarbanes-Oxley Act compliance roadmap for the Company, addressing Sections 302, 404, and 906 certification requirements and the transition periods available to foreign private issuers and emerging growth companies; and (c) Exchange Act reporting obligations, including the Form 20-F annual report and Form 6-K current report filing requirements.
9.  Auditor Coordination. Coordination with Blackmere & Whitfield regarding comfort letter requirements under SAS 72 (Statements on Auditing Standards No. 72) and ISAE 3000 (International Standard on Assurance Engagements 3000), including the scope and format of the comfort letter, the financial information to be covered, and the agreed-upon procedures to be performed.
10.  Selling Shareholder Questionnaires. Circulation of selling shareholder questionnaires to Rheintal Industrieholding GmbH and Kestrel Capital Partners AG, and review and analysis of the responses for purposes of the selling shareholder section of the prospectus and the selling shareholder representations in the underwriting agreement.
Estimated Hours and Fees:
Phase 2 Subtotal: approximately $1,207,000–$1,497,000
Phase 2 is expected to account for the largest share of total engagement fees, reflecting the intensity of the registration statement drafting process, the volume of due diligence work to be completed, and the preparation of the full suite of transaction documents. The estimated associate hours in this phase are substantial but consistent with the demands of a cross-border ADR IPO of this size and complexity.
Phase 3: SEC Filing, Review, and Amendment Process
Period: April 14 – June 21, 2026
Key Activities:
Phase 3 encompasses the confidential submission of the draft registration statement to the SEC, the SEC review process, the preparation and filing of amendments, and the progression toward a public filing and effectiveness of the registration statement. This phase also includes the finalization of transaction documents and the preparation of key compliance and governance materials.
1.  Confidential SEC Submission. Finalization and confidential submission of the draft registration statement (Form F-1) to the SEC, targeted for April 14, 2026. The submission will be made on a confidential basis pursuant to the provisions of the Jumpstart Our Business Startups Act (the "JOBS Act"), which permits emerging growth companies and foreign private issuers to submit draft registration statements for non-public review by the SEC staff prior to public filing.
2.  EDGAR Filing Coordination. Coordination of all EDGAR filing logistics, including: submission of the CIK (Central Index Key) application for Halcyon (CIK number to be assigned upon filing); engagement and coordination with the filing agent for purposes of EDGAR conversion, formatting, and submission; XBRL (eXtensible Business Reporting Language) tagging of the financial statements; and conversion and filing of all exhibits to the registration statement.
3.  SEC Review and Comment Response. The SEC Division of Corporation Finance is expected to issue its first comment letter approximately four weeks after the confidential submission, or approximately May 12, 2026. Upon receipt of the comment letter, the engagement team will prepare a comprehensive response, including a detailed comment response letter and an amended registration statement (Amendment No. 1), with a target filing date for the amendment of May 26, 2026. The comment response process will require close coordination with the Company (for factual input), German counsel (for German law and corporate matters), the auditors (for accounting and financial statement comments), and underwriters' counsel (for comments affecting the underwriting arrangement or disclosure).
4.  Public Filing and Potential Second Review. Following the filing of Amendment No. 1 and clearance of initial comments, the registration statement is expected to be filed publicly on or about June 8, 2026. If the SEC staff issues a second round of comments following the public filing, additional amendments may be required. While a second round is not guaranteed, the budget at the high end of the range contemplates this possibility.
5.  Acceleration Request. Preparation and filing of the acceleration request letter, requesting that the SEC declare the registration statement effective on or about June 22, 2026. The acceleration request will include the customary representations regarding the distribution of the preliminary prospectus and compliance with SEC staff guidance.
6.  Transaction Document Revisions. Ongoing revision and negotiation of all transaction documents, including the underwriting agreement, deposit agreement, and lock-up agreements, to reflect comments from the underwriters, underwriters' counsel, the depositary, and the SEC staff.
7.  Tax Deliverables. Leonard Cross will finalize the tax opinion for filing as an exhibit to the registration statement, complete the Qualified Intermediary analysis for Meridian Trust Company, N.A., and prepare the treaty benefit certification procedures memorandum for use by the Company and its transfer agent in administering the reduced withholding rate under the U.S./German income tax treaty.
8.  Corporate Governance Materials. Preparation of the code of conduct, audit committee charter, and whistleblower policy for adoption by Halcyon's board of directors (Aufsichtsrat/Vorstand or equivalent governance structure) prior to the effectiveness of the registration statement, as required by Nasdaq listing standards and the Sarbanes-Oxley Act.
9.  Comfort Letter Coordination. Preparation of a draft comfort letter request to be submitted to Blackmere & Whitfield (Graham Templeton, New York; Dieter Kaufmann, Munich), specifying the scope and format of the comfort letter, the financial data to be covered, the change period, and the agreed-upon procedures.
10.  Negative Assurance Framework. Preparation of the framework for the C&H negative assurance / 10b-5 letter to be delivered at closing, including the scope of the due diligence investigation, the standard of review, and the customary qualifications and limitations.
Estimated Hours and Fees:
Phase 3 Subtotal: approximately $989,250–$1,259,000
The Phase 3 estimate reflects the iterative nature of the SEC review process, which typically requires multiple rounds of drafting, review, and revision by the full team. The partner hours in this phase are driven primarily by SEC comment response strategy and the finalization of the tax deliverables. The associate hours reflect the substantial drafting effort required to prepare the comment response letter, the amended registration statement, and the ongoing revision of the transaction documents.
Phase 4: Roadshow, Pricing, Closing, and Post-Closing
Period: June 22 – August 2026
Key Activities:
Phase 4 covers the final execution of the transaction, from the launch of the roadshow through pricing, closing, and post-closing matters including the overallotment option and initial Exchange Act reporting advisory.
1.  Roadshow Support. Support for the preparation and launch of the roadshow, commencing on or about June 23, 2026. This includes coordination with Bridgeport Investor Relations LLC (Thomas Harding), which has been retained as the Company's U.S. investor relations advisor at a fee of $35,000 per month beginning upon the public filing of the registration statement. C&H's role during the roadshow will include review of the roadshow presentation for consistency with the prospectus and securities law compliance, advisor on communications with prospective investors, and availability for real-time legal questions that arise during the roadshow.
2.  Pricing. Finalization of the pricing agreement / terms agreement at pricing, targeted for July 1, 2026, reflecting the final ADS price within the $39.00–$45.00 range, the final number of ADSs sold, the underwriters' discount, and any other pricing-related terms. Execution of the underwriting agreement.
3.  Closing Deliverables. Preparation and delivery of all closing deliverables in connection with the closing and settlement of the Offering, targeted for July 6, 2026 (T+2 after pricing). The closing deliverables for which C&H is responsible include:
(a) C&H opinion letter regarding the validity of the ADSs and the due authorization and issuance of the underlying ordinary shares;
(b) C&H negative assurance / 10b-5 letter;
(c) C&H tax opinion regarding the material U.S. federal income tax consequences described in the prospectus;
(d) Officer's certificate, to be executed by Dr. Friedrich Wendt (CEO) and Katarina Dalmqvist (CFO);
(e) Secretary's / General Counsel's certificate, to be executed by Wilhelm Ostermann (General Counsel);
(f) Selling shareholder certificates, to be executed by Margarethe Wendt on behalf of Rheintal Industrieholding GmbH and Henrik Sørensen on behalf of Kestrel Capital Partners AG;
(g) Coordination with opinions to be delivered by Varen & Kessler LLP (underwriters' counsel), Bähr Stein Rechtsanwälte (German counsel to issuer), and Prumvane Thornton LLP (German counsel to underwriters);
(h) Coordination with Blackmere & Whitfield on the delivery of the comfort letter and the bring-down comfort letter;
(i) FINRA no-objections confirmation coordination;
(j) DTC/Ashgrove Enterprises settlement coordination to ensure smooth cross-border settlement of the ADSs;
4.  Closing Administration. Management of the closing checklist and preparation of the closing memorandum, including the compilation and distribution of the closing binder to all parties.
5.  Overallotment Option. Post-closing support for the exercise of the greenshoe / overallotment option, which provides the underwriters with a 30-day window (expiring July 31, 2026) to purchase up to 3,210,000 additional ADSs at the IPO price, less the underwriting discount. If the overallotment option is exercised, C&H will prepare the supplemental pricing agreement, coordinate with the depositary for the issuance of additional ADSs, and deliver any additional closing deliverables required in connection with the supplemental closing.
6.  Post-Closing Advisory. Initial advisory services regarding the Company's Exchange Act reporting obligations as a foreign private issuer, including the annual report on Form 20-F (filing deadline: four months after fiscal year end) and current reports on Form 6-K, as well as ongoing compliance with Nasdaq listing standards and the Sarbanes-Oxley Act.
7.  D&O Insurance Program. Coordination with Clearwater D&O Insurance Brokers (Emma Callister) regarding the confirmation and binding of the Company's directors' and officers' liability insurance program in advance of effectiveness. The total D&O program consists of $75,000,000 in aggregate limits, structured as follows:
The total annual premium for the D&O program is $2,800,000. C&H's role is limited to reviewing the policy terms for consistency with the representations in the underwriting agreement and confirming that the program is in place prior to the effective date of the registration statement.
Estimated Hours and Fees:
Phase 4 Subtotal: approximately $437,750–$607,750
Phase 4, while shorter in duration than the preceding phases, involves high-stakes activities — pricing, execution of the underwriting agreement, delivery of opinion letters, and closing — that require senior partner involvement and meticulous attention to detail. The hour estimates reflect the intensity of the closing process while recognizing that the bulk of the drafting and negotiation work will have been completed in Phases 2 and 3.
Phase Budget Summary
The following table consolidates the phase-level estimates:
It should be noted that the total range at the phase level ($3,332,500–$4,242,750) is wider than the $3,200,000–$3,800,000 range communicated to the client in the engagement letter. This is by design. The phase-level estimates represent an internal planning tool that incorporates contingency at each phase to account for the inherent uncertainty in forecasting the effort required at a granular level. The engagement letter estimate of $3,200,000–$3,800,000 remains C&H's best estimate of the total fees and is the range that has been communicated to and accepted by the client. Actual fees will depend on the specific developments in the transaction, the efficiency of the SEC review process, and the extent to which the assumptions set forth in Section VII are validated.
VI. Coordination with Other Advisors
The successful execution of this engagement will require extensive coordination with a number of other professional advisors and service providers. The following is a summary of the key advisors with whom C&H will interface and the nature of the anticipated coordination, together with a brief assessment of the impact on C&H hours.
Varen & Kessler LLP (Martin Ashford, Partner; Priya Ranganathan, Senior Associate) — Underwriters' counsel. Varen & Kessler represents Westbridge Securities and the underwriting syndicate. C&H will coordinate extensively with Varen & Kessler on the due diligence protocol, the negotiation of the underwriting agreement and related documentation, SEC comment letter response strategy, and the preparation and delivery of closing deliverables. As is customary, certain provisions of the underwriting agreement — particularly the indemnification, contribution, and conditions precedent sections — are expected to be the subject of active negotiation between issuer's counsel and underwriters' counsel. This coordination will impact C&H hours across all four phases, most significantly in Phases 2 and 3.
Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner; Johanna Weiß, Counsel) — German counsel to the issuer. Bähr Stein is engaged to advise on all German law matters, including the corporate structure and governance of the Company, the authorization and issuance of new ordinary shares pursuant to the Company's authorized capital (genehmigtes Kapital), the exclusion of statutory pre-emptive rights (Bezugsrechtsausschluss), the transfer of shares by the selling shareholders, German regulatory approvals, and German tax matters for input into the prospectus. C&H will coordinate with Bähr Stein on the German law analysis underpinning the business description, risk factors, and description of share capital sections of the prospectus, as well as the German law opinion to be delivered at closing. This coordination is particularly important in Phases 1 and 2, during due diligence and registration statement drafting.
Prumvane Thornton LLP (Dr. Stefan Braun, Partner) — German counsel to the underwriters. Prumvane Thornton represents the underwriters with respect to German law matters. C&H will coordinate with Prumvane Thornton principally in connection with the German law due diligence process and the delivery of the German law opinion at closing. The impact on C&H hours is expected to be moderate, concentrated in Phases 2 and 4.
Blackmere & Whitfield LLP / GmbH WPG (Graham Templeton, Partner, New York; Dieter Kaufmann, Partner, Munich) — Independent auditors. Blackmere & Whitfield serves as the Company's independent registered public accounting firm and will play a critical role in the Offering. C&H will coordinate with the auditors on: (a) the scope and format of the comfort letter (SAS 72 / ISAE 3000); (b) PCAOB registration requirements; (c) review of the IFRS financial statements included in the prospectus; (d) SEC comment responses relating to financial statement presentation, accounting policies, or auditor matters; and (e) the delivery of the comfort letter and bring-down comfort letter at closing. This coordination will impact C&H hours across all phases, with the greatest impact in Phases 2 and 3.
Meridian Trust Company, N.A. (Patricia Novak, Vice President, ADR Services) — Depositary bank. Meridian Trust will serve as the depositary for the Level III ADR facility. C&H will negotiate the deposit agreement with Meridian Trust, prepare the Form F-6 registration statement, and coordinate the custodian arrangements for the deposit of ordinary shares. The negotiation of the deposit agreement is expected to be a focused workstream primarily in Phase 2, with finalization in Phase 3.
Crestfield Transfer Services Inc. (Angela Moretti, Relationship Manager) — Transfer agent and registrar for the ADSs. C&H will coordinate with Crestfield on the establishment of the ADS register, the issuance of ADSs at closing, and the administrative procedures for ADS transfers and settlements. This coordination is expected to be relatively limited and concentrated in Phases 3 and 4.
Ashton & Burke Advisory GmbH (Lukas Frey, Managing Director) — Financial advisor to the issuer. Ashton & Burke has been retained by Halcyon as its independent financial advisor in connection with the Offering, at a fee of €2,500,000 (flat fee) plus a 0.10% success fee based on gross proceeds. C&H's coordination with Ashton & Burke will primarily involve valuation discussions, timing and market conditions analysis, and the review of the financial advisor's input into the use of proceeds and capitalization sections of the prospectus. The impact on C&H hours is expected to be modest and concentrated in Phases 1 and 2.
Bridgeport Investor Relations LLC (Thomas Harding, Principal) — U.S. investor relations advisor. Bridgeport has been retained by Halcyon at a fee of $35,000 per month (commencing upon the public filing of the registration statement) to provide U.S. investor relations services, including roadshow preparation, investor messaging, and communications strategy. C&H will coordinate with Bridgeport principally during the roadshow phase (Phase 4), reviewing investor-facing materials for consistency with the prospectus and securities law compliance.
VII. Key Assumptions and Risks to Budget
Assumptions Underlying the Fee Estimate
The fee estimate of $3,200,000–$3,800,000 is premised on the following key assumptions:
1.  SEC Review. A single confidential submission of the draft registration statement to the SEC, followed by one round of comments from the Division of Corporation Finance, after which the registration statement will be amended and filed publicly. Effectiveness will be achieved after one amendment (or, at most, a minimal second amendment addressing residual comments).
2.  Due Diligence. No material adverse findings in due diligence that would require restructuring of the Offering, significant additional disclosure, or engagement of additional specialist counsel beyond the core team.
3.  Client Cooperation. Timely cooperation from Halcyon management, German counsel (Bähr Stein), and the Company's auditors (Blackmere & Whitfield) in the delivery of due diligence materials, responses to information requests, and the preparation of German law analysis and financial data required for the registration statement.
4.  Document Negotiation. Standard negotiation of the underwriting agreement and deposit agreement without protracted disputes on indemnification, contribution, conditions precedent, or other material terms. The lock-up agreements and selling shareholder documentation are expected to be negotiated and finalized without significant difficulty.
5.  No Extraordinary Events. No litigation, regulatory investigation, material adverse event, or other extraordinary circumstance affecting Halcyon during the registration period that would require expanded disclosure, additional analysis, or restructuring of the Offering.
6.  FPI Status. Halcyon qualifies as a Foreign Private Issuer under Rule 3b-4 of the Exchange Act and will maintain such status through the closing of the Offering and the initial post-IPO reporting period.
7.  PFIC Status. The PFIC analysis confirms that Halcyon is not classified as a passive foreign investment company for U.S. federal income tax purposes, based on the preliminary indication that the active business exception under IRC Section 1297(b)(2) is satisfied for fiscal years 2023, 2024, and 2025.
8.  Regulation S / Flowback. No material Regulation S or flowback issues arise that would require restructuring of the secondary component of the Offering or the imposition of additional transfer restrictions on the ADSs sold by the selling shareholders.
Risks That Could Increase Fees Above the High End
The following factors represent risks that, if they materialize, could cause actual fees to exceed the high end of the estimated range ($3,800,000):
•  Multiple Rounds of SEC Comments. If the SEC staff issues more than two rounds of comments, or if the comments raise unusual or novel issues — for example, pre-effective review by specialized offices such as the Office of International Corporate Finance, the Office of Technology, or the Office of Finance — the drafting and response effort could be substantially greater than anticipated.
•  Material Due Diligence discoveries. If due diligence reveals material issues not currently anticipated — such as previously undisclosed litigation, regulatory proceedings, environmental liabilities, or contractual obligations — the resulting need for expanded risk factor disclosure, additional structuring analysis, or structural modifications to the Offering could significantly increase the required hours.
•  Export Control and Sanctions Issues. Given the sensitivity of semiconductor technology and Halcyon's operations in Shanghai, People's Republic of China, there is a non-trivial risk that export control or sanctions issues could arise that require analysis by specialist counsel and additional disclosure in the prospectus. The U.S. regulatory environment applicable to semiconductor exports to the PRC is evolving rapidly, and any material developments during the registration period could increase the scope of the engagement.
•  Underwriter Negotiation Complexity. If disagreements arise among the underwriters regarding economics, terms, or allocation, or if the lead left bookrunner (Westbridge Securities) or other syndicate members take aggressive positions on indemnification or contribution provisions, the negotiation of the underwriting agreement could require significantly more partner and associate time than currently estimated.
•  Market Disruption or Delay. If adverse market conditions cause a delay in pricing, a postponement of the roadshow, or an extension of the registration period, the engagement team will need to remain mobilized for a longer period, with corresponding increases in fees. In the event of a fundamental restructuring — such as a downsizing of the Offering, a change in the ADS-to-share ratio, or the withdrawal of a selling shareholder — substantial additional work would be required.
VIII. Retainer and Billing Procedures
The following procedures will govern billing and collections for this engagement:
Retainer. A retainer of $250,000 was received from Halcyon Semiconductor Aktiengesellschaft upon execution of the engagement letter on January 12, 2026. The retainer is currently held in the Calderwood & Harkness LLP client trust account and will be applied against the final invoice or invoices submitted in connection with the closing of the Offering. The retainer will not be drawn down against interim monthly invoices unless the parties otherwise agree or unless the client fails to pay invoices within the time periods specified below.
Monthly Billing Cycle. Invoices will be prepared on a monthly billing cycle. Each monthly invoice will cover all professional fees and disbursements incurred during the preceding calendar month and will be submitted to the client by the 15th of the following month.
Payment Terms. All invoices are due and payable net thirty (30) days from the invoice date, in accordance with the terms of the engagement letter. If payment is not received within the specified period, the firm reserves the right to apply the retainer against outstanding invoices, as provided in the engagement letter.
Billing Partner Review. Robert Adeyemi, in his capacity as Billing Partner, will review and approve all invoices prior to their submission to the client. This review will encompass the accuracy of time entries, the reasonableness of hours billed for each task, compliance with any billing guidelines or arrangements, and the proper categorization of disbursements.
Client Contacts for Billing. Invoices will be directed to Halcyon's Chief Financial Officer, Katarina Dalmqvist, with a copy to the Company's General Counsel, Wilhelm Ostermann. Any billing inquiries from the client should be directed to Robert Adeyemi in the first instance.
IX. Recommendation and Approval
Based on the foregoing analysis, I recommend the proposed staffing plan and budget estimate for formal adoption as the internal planning framework for the Halcyon Semiconductor AG US ADR IPO engagement (Matter No. 1032-00003). The proposed team has been carefully selected to provide the depth and breadth of expertise required for a cross-border IPO of this magnitude, and the budget estimate reflects a realistic assessment of the anticipated effort based on comparable recent transactions.
I respectfully request Robert Adeyemi's sign-off on this memorandum in his capacity as Billing Partner, confirming his agreement with the proposed staffing, billing rates, estimated fees, and billing procedures set forth herein.
APPROVED AND RECOMMENDED:
By: ________
Name: Vivienne St. Claire
Title: Responsible Partner, Capital Markets
Date: ________
REVIEWED AND APPROVED:
By: ________
Name: Robert Adeyemi
Title: Billing Partner, Capital Markets
Date: ________
DISTRIBUTION NOTE
This memorandum is CONFIDENTIAL and is intended for INTERNAL CALDERWOOD & HARKNESS LLP USE ONLY. Copies have been provided to the following individuals for information purposes only:
•  Claire Dempsey, Senior Associate, Capital Markets
•  Audrey Zhou, Associate, Capital Markets
•  Leonard Cross, Partner, Tax
This memorandum is not to be shared with the client, Halcyon Semiconductor Aktiengesellschaft, or any third party, without the prior written approval of Vivienne St. Claire, Responsible Partner.
Milestone | Target Date
Organizational meeting (all-hands) | January 22, 2026
Commencement of due diligence | January 27, 2026
First draft Form F-1 circulated | March 9, 2026
Confidential SEC submission (JOBS Act) | April 14, 2026
Target effectiveness of registration statement | June 22, 2026
Target pricing | July 1, 2026
Target closing / settlement (T+2) | July 6, 2026
Name | Role on Engagement | Practice Group | 2026 Hourly Rate | Relevant Experience / Notes
Vivienne St. Claire | Responsible Partner | Capital Markets | $1,950/hr | Overall engagement leadership; primary interface with Halcyon senior management (Dr. Friedrich Wendt, CEO; Katarina Dalmqvist, CFO; Wilhelm Ostermann, General Counsel) and lead bookrunner Westbridge Securities (Jonathan Hartwell, Managing Director); responsible for strategic structuring decisions, SEC comment response strategy, and all client-facing communications; attendance at all key drafting sessions and roadshow preparation; final review of all material filings and opinion letters.
Robert Adeyemi | Billing Partner | Capital Markets | $1,850/hr | Billing supervision, budget monitoring, and matter administration; secondary partner review of registration statement drafts and underwriting agreement; available for substantive contributions as needed, including participation in drafting sessions and due diligence calls; liaison with firm finance department and conflicts committee.
Claire Dempsey | Lead Associate | Capital Markets | $1,100/hr | Day-to-day drafting lead for Form F-1 registration statement, prospectus (including all narrative sections), underwriting agreement, pricing agreement, lock-up agreements (officer/director and selling shareholder forms), selling shareholder documentation and schedules, all SEC correspondence, and closing deliverables; coordination with Varen & Kessler LLP (Martin Ashford, Partner; Priya Ranganathan, Senior Associate) as underwriters' counsel and Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner; Johanna Weiß, Counsel) as German counsel to the issuer; management of the due diligence process, including supervision of document review, preparation of due diligence memoranda, and coordination of due diligence sessions. Ms. Dempsey has served as lead associate on five cross-border IPOs in the past two years, including the Valeron Photonics GmbH Level II ADR listing in 2024 and the Cascadian Biotech AG Form F-1 IPO in 2025.
Audrey Zhou | Working Associate | Capital Markets | $875/hr | Support drafting of deposit agreement and related depositary documentation, Form F-6 registration statement, depositary receipts fee schedule, Nasdaq Global Select Market listing application and related submissions, corporate governance exemption notice (Rule 5615(a)(3)), code of conduct, audit committee charter, whistleblower policy, and other corporate governance documentation; EDGAR filing coordination (CIK application, XBRL tagging, filing agent liaison); preparation of research memoranda on substantive issues; due diligence document review; maintenance of the master closing checklist and working group list; and coordination of document production and signing logistics. Ms. Zhou is a 2022 law school graduate who joined the Capital Markets group in the fall of 2022 and has worked on three IPO transactions.
Leonard Cross | Specialist Partner | Tax | $1,900/hr | Responsible for all U.S. federal income tax aspects of the Offering, including: (i) passive foreign investment company ("PFIC") analysis under IRC Sections 1291–1298, covering Halcyon's fiscal years 2023, 2024, and 2025, including the active business exception and asset/income tests; (ii) preparation of the U.S. federal income tax opinion for inclusion in the prospectus; (iii) U.S./German income tax treaty analysis, with particular focus on Article 10 (dividends) and the applicable withholding tax rates (statutory 26.375% German withholding, reduced to 15% under the treaty for qualifying U.S. holders); (iv) Qualified Intermediary ("QI") analysis for Meridian Trust Company, N.A. in its capacity as depositary; (v) preparation of Form W-8BEN-E and related documentation; and (vi) preparation of a treaty benefit certification procedures memorandum for use by Halcyon and its transfer agent. Mr. Cross has advised on the tax aspects of more than twenty cross-border IPOs involving European issuers listing in the United States.
Timekeeper | Title | Hourly Rate (2026)
Vivienne St. Claire | Partner | $1,950
Robert Adeyemi | Partner | $1,850
Leonard Cross | Partner (Tax) | $1,900
Claire Dempsey | Associate (Senior) | $1,100
Audrey Zhou | Associate (Mid-Level) | $875
Disbursement Category | Estimated Amount
SEC registration fee (based on $900M gross proceeds at current fee rate of $110.20 per $1,000,000) | Approximately $98,280 (to be confirmed upon filing)
Nasdaq Global Select Market entry fee | Estimated $295,000 (to be confirmed with Nasdaq)
EDGAR filing agent fees (filing, XBRL tagging, exhibit conversion) | $15,000–$25,000
Printing costs (preliminary and final prospectus, including electronic distribution) | $150,000–$200,000
Travel expenses (roadshow support, in-person drafting sessions, organizational meeting) | $40,000–$60,000
Other disbursements (courier services, long-distance communications, database charges, due diligence platform costs) | $20,000–$30,000
Total Estimated Disbursements | $618,280–$708,280
Timekeeper | Estimated Hours | Estimated Fees
Vivienne St. Claire | 80–100 | $156,000–$195,000
Robert Adeyemi | 20–30 | $37,000–$55,500
Leonard Cross | 30–40 | $57,000–$76,000
Claire Dempsey | 250–300 | $275,000–$330,000
Audrey Zhou | 180–220 | $157,500–$192,500
Paralegals/Support | 40–60 | $16,000–$30,000
Timekeeper | Estimated Hours | Estimated Fees
Vivienne St. Claire | 150–180 | $292,500–$351,000
Robert Adeyemi | 40–60 | $74,000–$111,000
Leonard Cross | 60–80 | $114,000–$152,000
Claire Dempsey | 400–480 | $440,000–$528,000
Audrey Zhou | 300–360 | $262,500–$315,000
Paralegals/Support | 60–80 | $24,000–$40,000
Timekeeper | Estimated Hours | Estimated Fees
Vivienne St. Claire | 120–160 | $234,000–$312,000
Robert Adeyemi | 30–50 | $55,500–$92,500
Leonard Cross | 40–50 | $76,000–$95,000
Claire Dempsey | 350–420 | $385,000–$462,000
Audrey Zhou | 250–300 | $218,750–$262,500
Paralegals/Support | 50–70 | $20,000–$35,000
Layer | Carrier | Limit
Primary | Thornhill Assurance | $15,000,000
First Excess | Arcadian Indemnity | $20,000,000
Second Excess | Helmsman Re | $20,000,000
Third Excess | Nordic Specialty Insurance | $20,000,000
Total | $75,000,000
Timekeeper | Estimated Hours | Estimated Fees
Vivienne St. Claire | 60–80 | $117,000–$156,000
Robert Adeyemi | 15–25 | $27,750–$46,250
Leonard Cross | 15–20 | $28,500–$38,000
Claire Dempsey | 150–200 | $165,000–$220,000
Audrey Zhou | 100–140 | $87,500–$122,500
Paralegals/Support | 30–50 | $12,000–$25,000
Phase | Description | Period | Low Estimate | High Estimate
1 | Engagement, Organization & DD Commencement | Jan 12 – Feb 28, 2026 | $698,500 | $879,000
2 | DD Completion & Registration Statement Drafting | Mar 1 – Apr 13, 2026 | $1,207,000 | $1,497,000
3 | SEC Filing, Review & Amendment | Apr 14 – Jun 21, 2026 | $989,250 | $1,259,000
4 | Roadshow, Pricing, Closing & Post-Closing | Jun 22 – Aug 2026 | $437,750 | $607,750
— | Total Estimated Fees | — | $3,332,500 | $4,242,750

CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

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