PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
DUE DILIGENCE REQUEST LIST
Halcyon Semiconductor Aktiengesellschaft
Proposed US Initial Public Offering of American Depositary Shares
Prepared by:
Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Matter Number: 1032-00003
Date of Initial Circulation: January 27, 2026
Circulated to:
Halcyon Semiconductor AG
Attention: Wilhelm Ostermann, General Counsel / Chefjustitiar
Leopoldstraße 250 80807 München, Germany
Bähr Stein Rechtsanwälte PartGmbB
Attention: Dr. Christoph Maurelban, Partner, Capital Markets
Maximilianstraße 35 80539 München, Germany
Calderwood & Harkness LLP Contacts:
Vivienne St. Claire, Partner (Responsible Partner) Claire Dempsey, Counsel (Lead Associate) Audrey Zhou, Associate (Working Associate)
CONFIDENTIALITY LEGEND: This Due Diligence Request List and all information contained herein are privileged and confidential communications protected by the attorney-client privilege and the attorney work product doctrine. This document has been prepared by Calderwood & Harkness LLP solely for the use of Halcyon Semiconductor AG and Bähr Stein Rechtsanwälte PartGmbB in connection with the proposed US Initial Public Offering described herein. This document is not to be disclosed, distributed, or reproduced, in whole or in part, to any third party without the prior written consent of Calderwood & Harkness LLP. Receipt of this document by any person not intended as a recipient does not constitute a waiver of any applicable privilege or protection.
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INTRODUCTORY INSTRUCTIONS AND GENERAL NOTES
A. Purpose
This Due Diligence Request List (this "Request List") is submitted by Calderwood & Harkness LLP ("C&H"), as US counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), in connection with the preparation of a Registration Statement on Form F-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), for the initial public offering (the "Offering" or the "US IPO") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien) of the Company, and the listing of such ADSs on the Nasdaq Global Select Market under the proposed ticker symbol HCYN.
The Offering is expected to generate target gross proceeds of approximately $900,000,000 and will consist of (i) 15,000,000 newly issued ADSs (representing 30,000,000 newly issued ordinary shares) offered by the Company, and (ii) certain ADSs offered by the selling shareholders, Rheintal Industrieholding GmbH and Kestrel Capital Partners AG, as described more fully below.
B. Transaction Participants
The following entities and persons are participants in the Offering:
Lead Left Bookrunner: Westbridge Securities LLC
Joint Bookrunners: Pinnacle Morgan & Co., Inc. and Andover Barcliffe Group Inc.
Co-Manager: Northpointe Capital LLC
Depositary Bank: Meridian Trust Company, N.A.
US Counsel to the Company: Calderwood & Harkness LLP
German Counsel to the Company: Bähr Stein Rechtsanwälte PartGmbB (Dr. Christoph Maurelban, Partner, Capital Markets)
Independent Auditors: Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (lead engagement partner: Dieter Kaufmann, Munich); Blackmere & Whitfield LLP (US PCAOB-registered firm contact: Graham Templeton, Partner, 7 Times Square, New York, NY 10036)
C. Document Production Instructions
1.  Language. Documents should be provided in English. Where the original document is in German or another language other than English, please provide the original-language version together with a certified English translation for all documents that are material to the business, financial condition, or results of operations of the Company. For non-material documents in German, a summary English translation or an English-language description of the document may be acceptable, subject to C&H's review.
2.  Electronic Format. All documents should be provided in electronic format via the virtual data room (the "Data Room") established for this transaction. Please use the folder structure corresponding to the category numbers set forth in this Request List. Documents should be produced in searchable PDF format where available; native-format files (Word, Excel) should be provided where the underlying data or calculations are relevant.
3.  Supplemental Requests. The Company and Bähr Stein should be aware that supplemental requests may follow as the due diligence process progresses, as additional information is reviewed, and as the drafting of the Registration Statement and related disclosure documents proceeds. This Request List is not intended to be exhaustive, and the parties reserve the right to request additional information and documents as necessary.
4.  Confidentiality and Privilege. Halcyon and Bähr Stein are requested to identify any documents that are subject to confidentiality restrictions imposed by third parties (including non-disclosure agreements, confidentiality clauses in commercial contracts, or regulatory restrictions) or that may raise attorney-client privilege or work product privilege concerns. Where such restrictions or concerns exist, please describe the nature of the restriction and provide a privilege log or description of the withheld document so that the parties can evaluate appropriate measures (such as redaction, entry into supplemental confidentiality agreements, or the establishment of a common-interest privilege arrangement).
5.  Non-Existence of Documents. Where any document or category of information requested herein does not exist, please confirm such non-existence in writing by providing a written statement to that effect in the Response Tracking Matrix (Appendix B) and, where appropriate, in a separate written confirmation addressed to C&H. A mere failure to produce a document will not be treated as confirmation that the document does not exist.
6.  Cross-Referencing. This Request List is organized by category. Certain items may overlap across categories (for example, intercompany agreements may be responsive to requests under both Category I.B and Category V). A single document need only be produced once in the Data Room but should be cross-referenced in the Response Tracking Matrix with all applicable request numbers.
7.  Internal Points of Contact. The Company is requested to designate internal points of contact for each category of this Request List to facilitate efficient communication and document collection. C&H suggests that overall coordination be handled through Wilhelm Ostermann, General Counsel / Chefjustitiar, with specific category leads designated as appropriate based on functional responsibility within the Company.
D. Deadline for Initial Production
The deadline for the initial document production in response to this Request List is February 14, 2026, which is approximately two and one-half (2½) weeks from the date of initial circulation. C&H recognizes that certain documents may require additional time to locate, translate, or prepare, and requests that Halcyon and Bähr Stein communicate promptly regarding any anticipated delays so that the overall due diligence timeline can be managed effectively. To the extent that documents are available in advance of the deadline, the Company is encouraged to produce them on a rolling basis to facilitate the drafting process.
E. Due Diligence Defense
This Request List is prepared in connection with the due diligence defense available under Sections 11 and 12(a)(2) of the Securities Act and is designed to support the preparation of the Form F-1 Registration Statement, the related prospectus, and compliance with US securities law disclosure requirements, including the requirements of Regulation S-K, Regulation S-X, and applicable SEC Staff guidance. The scope of the requests herein reflects the standard of reasonable investigation expected of persons involved in the preparation of a registration statement under the Securities Act and applicable judicial precedent. The Company and Bähr Stein are encouraged to err on the side of overproduction; documents or information that may initially appear to be of marginal relevance may prove material as the disclosure drafting process unfolds.
CATEGORY I: CORPORATE ORGANIZATION AND GOVERNANCE
I.A. Charter Documents and Corporate Records
Request 1. Current Satzung (Articles of Association / charter) of Halcyon Semiconductor AG, as currently in effect, certified by the Amtsgericht München (Munich Local Court, Commercial Register Division), including all amendments adopted since the Company's original formation. Please provide both the German-language original and a certified English translation.
Request 2. Commercial Register extract (Handelsregisterauszug) for Halcyon Semiconductor AG, registered under HRB 217458 at the Amtsgericht München — most recent certified version, dated no earlier than January 1, 2026. The extract should reflect the Company's current registered share capital, registered office, registered representatives (Vorstand members and Prokuristen, if any), and all material entries.
Request 3. Certificate of incorporation or equivalent founding documents of the Company, including the original notarial deed of formation (Gründungsurkunde) and any related documents reflecting the Company's initial registration in the German Commercial Register.
Request 4. All amendments to the Satzung adopted within the last ten (10) years, including the resolution of the Hauptversammlung (general meeting of shareholders) authorizing each amendment, the notarial certification of each amendment, and the corresponding Commercial Register filing confirming registration of each amendment.
Request 5. Current Geschäftsordnung (rules of procedure) for the Vorstand (Management Board), including any amendments thereto, as most recently adopted or amended by the Aufsichtsrat (Supervisory Board). This document should reflect the internal allocation of responsibilities among Vorstand members, reserved matters requiring unanimous Vorstand approval, and any matters requiring the prior consent of the Aufsichtsrat.
Request 6. Current Geschäftsordnung (rules of procedure) for the Aufsichtsrat (Supervisory Board), including any amendments thereto, as most recently adopted by the Aufsichtsrat. This document should reflect the composition requirements, committee structure (including audit committee, compensation committee, and nomination committee, if applicable), quorum requirements, and voting procedures.
Request 7. Shareholder register (Aktienregister) as of the most recent practicable date, showing all registered holders of ordinary shares (Stammaktien), no par value (nennwertlose Stückaktien). The Company currently has 215,000,000 ordinary shares outstanding. The register should identify each registered holder, the number of shares held, and the percentage of total outstanding shares represented by such holding. Please also provide a summary table of the principal shareholders, including:
•  Rheintal Industrieholding GmbH — 47,945,000 shares (22.3%)
•  Kestrel Capital Partners AG — 20,855,000 shares (9.7%)
•  Halcyon Employee Stock Ownership Trust — 6,665,000 shares (3.1%)
•  All other shareholders holding 5% or more of outstanding shares
•  Free float
Request 8. Any shareholders' agreements, voting agreements, pooling agreements, or similar arrangements among shareholders of the Company, including, without limitation, any agreements involving:
(a) Rheintal Industrieholding GmbH (22.3% / 47,945,000 shares);
(b) Kestrel Capital Partners AG (9.7% / 20,855,000 shares);
(c) the Halcyon Employee Stock Ownership Trust (3.1% / 6,665,000 shares); or
(d) any other shareholders or groups of shareholders.
Please include any agreements relating to board nomination rights, veto rights, tag-along rights, drag-along rights, rights of first offer or first refusal, standstill obligations, or other governance or transfer-related arrangements.
Request 9. Documentation regarding authorized capital (genehmigtes Kapital) and conditional capital (bedingtes Kapital), including:
(a) the relevant provisions of the Satzung establishing any authorized capital or conditional capital;
(b) all resolutions of the Hauptversammlung authorizing the Vorstand to issue new shares from authorized capital, including the amount of authorized capital, the authorized period, and whether pre-emptive rights (Bezugsrechte) have been excluded (Bezugsrechtsausschluss);
(c) all resolutions of the Hauptversammlung creating conditional capital for the purpose of servicing stock options, convertible bonds, or other instruments;
(d) a summary of the remaining unutilized authorized capital and conditional capital as of the date of this Request List; and
(e) any legal opinions or analyses prepared by Bähr Stein or other counsel regarding the sufficiency of the Company's authorized capital to issue the 30,000,000 new ordinary shares to be represented by the 15,000,000 newly issued ADSs in the Offering, and regarding the exclusion of pre-emptive rights in connection with such issuance.
Request 10. Minutes of all general meetings of shareholders (Hauptversammlungen) for the last three (3) fiscal years (FY2023, FY2024, and FY2025), including the agenda, the text of all resolutions proposed, the voting results for each resolution, and any notarial certifications required by law.
Request 11. Minutes of all meetings of the Aufsichtsrat (Supervisory Board) for the last three (3) fiscal years (FY2023, FY2024, and FY2025), including minutes of all committee meetings (audit committee, compensation committee, nomination committee, and any ad hoc or special committees), together with any written resolutions adopted by the Aufsichtsrat or any committee in lieu of a meeting during such period.
Request 12. Minutes of all meetings of the Vorstand (Management Board) for the last three (3) fiscal years (FY2023, FY2024, and FY2025), together with any written resolutions adopted by the Vorstand in lieu of a meeting during such period.
Request 13. Organizational chart of Halcyon and all subsidiaries, affiliates, joint ventures, and other entities in which the Company holds a direct or indirect equity interest, current as of January 2026. The organizational chart should identify:
(a) the legal name and jurisdiction of formation of each entity;
(b) the ownership percentage held by the Company or the relevant intermediate holding entity;
(c) whether each entity is wholly owned, majority owned, or a minority investment;
(d) the functional role of each entity (e.g., manufacturing, sales and distribution, research and development, holding company); and
(e) any dormant or inactive entities.
I.B. Subsidiaries and Affiliated Entities
Request 14. Charter documents, certificates of incorporation or formation, and good standing certificates (or functional equivalents in the relevant jurisdiction) for each of the following material subsidiaries:
(a) Halcyon Semiconductor USA Inc. — a corporation organized under the laws of the State of Delaware; registered address: 1209 Orange Street, Wilmington, Delaware 19801; principal office: 2500 Augustine Drive, Suite 100, Santa Clara, California 95054; Employer Identification Number (EIN): 84-3927561. Please provide the Certificate of Incorporation, Bylaws, and a certificate of good standing from the Delaware Secretary of State dated no earlier than January 1, 2026.
(b) Halcyon Power Solutions GmbH — a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany; registered office: Königsbrücker Straße 180, 01099 Dresden, Germany. Please provide the Gesellschaftsvertrag (Articles of Association), the Handelsregisterauszug (Commercial Register extract), and any amendments to the Gesellschaftsvertrag.
(c) Halcyon Asia Pacific Pte. Ltd. — a private limited company incorporated under the laws of the Republic of Singapore; registered office: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981. Please provide the Constitution (or Memorandum and Articles of Association, if applicable), the certificate of incorporation, and a current ACRA (Accounting and Corporate Regulatory Authority) company profile.
(d) Halcyon Shanghai Semiconductor Co., Ltd. — a wholly foreign-owned enterprise (WFOE) organized under the laws of the People's Republic of China; registered office: No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203. Please provide the articles of association, the business license, and the certificate of approval (or filing certificate from MOFCOM or its successor), together with any amendments thereto.
(e) Halcyon Automotive Components s.r.o. — a společnost s ručením omezeným organized under the laws of the Czech Republic; registered office: Technologický park 6, 612 00 Brno. Please provide the společenská smlouva (memorandum of association / deed of formation), the Commercial Register extract (Výpis z obchodního rejstříku), and any amendments.
Request 15. Commercial Register extracts (or equivalent governmental registration documents) for each subsidiary listed in Request 14 above, dated no earlier than January 1, 2026.
Request 16. Documentation regarding any joint ventures, partnerships, limited partnerships, consortium arrangements, or minority equity investments held by Halcyon or any subsidiary, including:
(a) the joint venture, partnership, or investment agreement;
(b) the charter or organizational documents of the joint venture or investee entity;
(c) a description of the business purpose and activities of each such arrangement;
(d) a schedule of the Company's capital contributions and ownership percentage; and
(e) any governance rights, board representation rights, or protective provisions held by the Company.
Request 17. Intercompany agreements among Halcyon and its subsidiaries, including, without limitation:
(a) transfer pricing agreements and intercompany pricing policies;
(b) management services agreements or shared services agreements;
(c) cost-sharing arrangements and cost-contribution arrangements;
(d) intercompany loan agreements, promissory notes, or other intercompany financing arrangements;
(e) intellectual property licensing agreements between affiliated entities;
(f) any centralized cash management or cash pooling agreements; and
(g) any other intercompany arrangements.
Request 18. Any powers of attorney (Vollmachten) or agency agreements granted to or by any subsidiary of the Company, including any general commercial powers of attorney (Prokura) or special powers of attorney granted in connection with specific transactions or regulatory matters.
Request 19. A comprehensive list of all jurisdictions in which Halcyon or any subsidiary is qualified to do business, holds a trade or business registration, maintains a registered agent, or is otherwise registered with governmental or regulatory authorities, including the nature of the registration and any material conditions or limitations.
I.C. Officers, Directors, and Key Personnel
Request 20. Curriculum vitae or detailed biographical information for all members of the Vorstand (Management Board), including educational background, employment history, professional qualifications, and any material legal or regulatory proceedings involving such person, for each of the following individuals:
(a) Dr. Friedrich Wendt, Chief Executive Officer (Vorstandsvorsitzender), age 58;
(b) Katarina Dalmqvist, Chief Financial Officer (Finanzvorstand), age 49;
(c) Dr. Marcus Helder, Chief Technology Officer, age 52;
(d) Ingrid Baumann, Chief Operating Officer, age 46; and
(e) Wilhelm Ostermann, General Counsel (Chefjustitiar), age 54.
Request 21. Curriculum vitae or detailed biographical information for all members of the Aufsichtsrat (Supervisory Board), including:
(a) Prof. Dr. Anneliese Voss, Supervisory Board Chair, age 63; and
(b) all other Supervisory Board members (please provide a complete list with name, age, committee memberships, and whether the member is a shareholder representative or an employee representative under the Mitbestimmungsgesetz (Co-Determination Act) or other applicable statute).
Request 22. Employment agreements, service contracts (Vorstandsverträge or Dienstverträge), and all compensation arrangements (including base salary, annual bonus arrangements, long-term incentive arrangements, equity-based compensation, pension and retirement benefits, perquisites, and any other benefits or payments) for each member of the Vorstand and for each member of senior management reporting directly to the Vorstand.
Request 23. Appointment letters, compensation arrangements, and any other agreements or arrangements governing the service and compensation of each member of the Aufsichtsrat, including any resolutions of the Hauptversammlung establishing the compensation framework for Aufsichtsrat members.
Request 24. A list of all directorships, supervisory board memberships, advisory board memberships, and other material outside positions (including positions with industry associations, academic institutions, governmental bodies, and non-profit organizations) held by each member of the Vorstand and each member of the Aufsichtsrat.
Request 25. Any indemnification agreements, hold-harmless agreements, or advancement-of-expenses agreements entered into between the Company and any current or former member of the Vorstand or Aufsichtsrat, or any other officer, employee, or agent of the Company, together with any provisions of the Satzung or the Geschäftsordnungen providing for indemnification of directors or officers.
Request 26. Completed Directors' and Officers' Questionnaires for each member of the Vorstand and each member of the Aufsichtsrat. C&H will provide the form of D&O Questionnaire under separate cover. Please ensure that each questionnaire is completed fully and signed by the individual, and that it addresses, among other matters, prior securities law violations, criminal convictions, bankruptcy filings, related-party relationships, and beneficial ownership of the Company's securities.
CATEGORY II: CAPITALIZATION AND SECURITIES
Request 27. A detailed description of all classes of authorized and issued share capital of the Company, including ordinary shares (Stammaktien), no par value (nennwertlose Stückaktien). The Company currently has 215,000,000 ordinary shares outstanding. Please provide:
(a) the total number of authorized shares (including authorized capital and conditional capital);
(b) the total number of issued and outstanding shares;
(c) the par value (or, as applicable, confirmation that shares are no-par-value shares);
(d) a description of the rights, preferences, and privileges of each class of shares;
(e) any restrictions on voting rights, dividend rights, or transfer; and
(f) any treasury shares or shares held by subsidiaries.
Request 28. A history of all issuances, repurchases, conversions, reclassifications, or retirements of equity securities of the Company in the last five (5) years, including the date of each transaction, the number and class of shares involved, the price per share (or other consideration), the identity of the counterparty or parties, and the legal basis for each transaction (e.g., authorized capital, conditional capital, Hauptversammlung resolution).
Request 29. Documentation regarding any outstanding options, warrants, convertible instruments, bonds with warrants (Optionsanleihen), convertible bonds (Wandelanleihen), or other rights to acquire equity securities of the Company, including all terms and conditions, exercise prices, conversion ratios, vesting schedules, expiration dates, and anti-dilution provisions. Please include documentation related to the Halcyon Employee Stock Ownership Trust (ESOT).
Request 30. The trust agreement, trust deed, or plan documentation governing the Halcyon Employee Stock Ownership Trust, which currently holds 6,665,000 shares (3.1% of outstanding shares), including:
(a) the trust agreement and all amendments thereto;
(b) the identity and qualifications of the trustee;
(c) the terms governing the acquisition, holding, and distribution of shares;
(d) vesting schedules and conditions;
(e) allocation methodology among eligible employees;
(f) voting and tender provisions;
(g) distribution and diversification provisions; and
(h) any restrictions on the shares held by the ESOT.
Request 31. Any stock option plans, equity incentive plans, restricted stock unit plans, stock appreciation rights plans, phantom stock plans, or other equity-based compensation plans maintained by the Company or any subsidiary, including all plan documents, forms of award agreements, and schedules of outstanding awards showing grant dates, exercise prices, vesting schedules, and the number of shares subject to each outstanding award.
Request 32. Any anti-dilution provisions, pre-emptive rights provisions (Bezugsrechte), registration rights agreements, demand registration rights, piggyback registration rights, or similar rights applicable to any securities of the Company.
Request 33. Agreements or documentation relating to any stock splits, reverse stock splits, share dividends, or similar transactions affecting the Company's equity securities at any time in the Company's history.
Request 34. Details of any treasury shares (eigene Aktien) held by the Company or any subsidiary, including the number of shares, the date and price of acquisition, and the legal basis for the acquisition (e.g., Hauptversammlung authorization pursuant to Section 71 of the Aktiengesetz).
Request 35. Documentation regarding the Company's existing listing on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), Prime Standard segment, under the ticker symbol FRA: HCY, including:
(a) the listing application and listing approval;
(b) the listing agreement or listing contract with Deutsche Börse AG / Frankfurter Wertpapierbörse;
(c) any ongoing listing obligations, including Prime Standard transparency requirements;
(d) any correspondence with Deutsche Börse AG or the exchange supervisory authority (Handelsüberwachungsstelle) regarding compliance with listing rules; and
(e) any penalties, warnings, or sanctions imposed by the exchange.
Request 36. Any documentation regarding previous public or private offerings of securities by the Company, including prospectuses, offering memoranda, placement agreements, subscription agreements, and related documentation.
Request 37. Legal Entity Identifier (LEI) certificate for Halcyon Semiconductor AG: LEI 5299007KBTVZ3XQHGL48. Please confirm the LEI is current and provide a copy of the LEI registration confirmation.
CATEGORY III: FINANCIAL INFORMATION AND ACCOUNTING
Request 38. Audited consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) for the following fiscal years, together with the notes to the consolidated financial statements and the auditor's reports:
(a) FY2023: Revenue €3,214 million; EBITDA €869 million; Net income €482 million;
(b) FY2024: Revenue €3,508 million; EBITDA €966 million; Net income €541 million; and
(c) FY2025: Revenue €3,820 million; EBITDA €1,069 million; Net income €612 million (noting that FY2025 financial statements are unaudited as of the date of this Request List; please provide audited statements as soon as they become available, and provide unaudited statements in the interim).
Please provide both the German-language originals and certified English translations.
Request 39. Independent auditor's reports issued by Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (lead engagement partner: Dieter Kaufmann, Munich) for each audited period, including the auditor's opinion on the consolidated financial statements, the auditor's report on the Company's internal control over financial reporting (to the extent prepared), and any emphasis of matter paragraphs, qualifications, or modifications to the auditor's opinion.
Request 40. Unaudited interim and quarterly financial statements for the current period and any periods not covered by the audited financial statements referenced in Request 38, including any half-year reports (Halbjahresberichte) or quarterly statements (Quartalsmitteilungen) published in connection with the Prime Standard listing.
Request 41. Any management letters, internal control deficiency letters, material weakness letters, or other written communications from Blackmere & Whitfield to Halcyon management or the Aufsichtsrat (including the audit committee) regarding the Company's internal controls, accounting practices, financial reporting processes, or other matters identified during the audit process, for each of the last three fiscal years.
Request 42. A schedule, in Excel format, of the following financial data points for FY2023, FY2024, and FY2025:
Please provide supporting schedules and workpapers for each line item and reconciliation of any differences between the amounts shown in the consolidated financial statements and the amounts in the summary schedule above.
Request 43. Capital expenditure schedule for FY2023 (€680 million), FY2024 (€750 million), and FY2025 (€820 million), with detail by project, facility, and type of expenditure (e.g., new capacity, maintenance, R&D equipment, IT systems), including:
(a) a breakdown of capital expenditures by the Munich headquarters facility, the Dresden Fab 2 facility, the Dresden Fab 3 facility (under construction), the Brno facility, and all other locations;
(b) a comparison of actual capital expenditures to budgeted amounts for each period; and
(c) a description of any material capital expenditure commitments for FY2026 and beyond.
Request 44. Any pro forma or projected financial statements, internal financial projections, budgets, business plans, or financial models prepared by or on behalf of the Company for FY2026 and beyond, including any such materials provided to the Company's board, to lenders, to financial advisors (including Ashton & Burke Advisory GmbH), or to potential investors.
Request 45. Revenue breakdown in detailed tabular format by:
(a) Product line: silicon carbide (SiC) power devices and gallium nitride (GaN) chips, with further sub-categories as applicable;
(b) End market: automotive, industrial, renewable energy, and any other material end markets; and
(c) Geography: Germany, rest of Europe, United States, China, rest of Asia-Pacific, and rest of world.
Please provide this breakdown for each of FY2023, FY2024, and FY2025.
Request 46. Documentation supporting the calculation of EBITDA margin for each of FY2023 (27.0%), FY2024 (27.5%), and FY2025 (28.0%), including:
(a) a reconciliation of EBITDA to operating income (EBIT) and to net income as reported in the IFRS consolidated financial statements;
(b) identification of all items excluded from or added to the EBITDA calculation; and
(c) any adjusted EBITDA or other non-IFRS financial measures used by management, together with the reconciliation required under SEC Regulation G and Item 10(e) of Regulation S-K.
Request 47. A description of the Company's significant accounting policies, including any recent changes in accounting policies, changes in accounting estimates, or corrections of errors, together with a discussion of the impact of any recently adopted or pending IFRS standards (including IFRS 17, IFRS 18, or any other standards relevant to the Company).
Request 48. A list of all bank accounts maintained by Halcyon and each subsidiary, including the name and location of each banking institution, the type of account, the account currency, and the approximate balance as of the most recent month-end.
Request 49. Documentation regarding any off-balance-sheet arrangements, variable interest entities, special purpose entities, structured finance arrangements, or synthetic lease arrangements involving the Company or any subsidiary.
Request 50. Any correspondence with, reports to, or orders from financial regulators — including BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht), the SEC (Securities and Exchange Commission), or any other regulatory authority — regarding the Company's financial reporting, internal controls, or accounting practices.
Request 51. Details of any restatements, reclassifications, or material adjustments to previously reported financial results of the Company at any time in the Company's history, including a description of the nature, cause, and amount of each restatement or adjustment.
Request 52. Confirmation of the PCAOB (Public Company Accounting Oversight Board) registration status of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft and/or Blackmere & Whitfield LLP, together with confirmation that Graham Templeton (Partner, New York office, 7 Times Square, New York, NY 10036) is the designated US PCAOB-registered firm contact for purposes of the Form F-1 audit requirements. Please also provide:
(a) the PCAOB registration number;
(b) the most recent PCAOB inspection report applicable to the firm;
(c) confirmation that the firm is eligible to issue an audit report to be included in the Registration Statement; and
(d) any correspondence with the PCAOB regarding the Halcyon engagement.
CATEGORY IV: DEBT AND CREDIT FACILITIES
Request 53. All credit agreements, loan agreements, revolving credit facilities, term loans, notes, debentures, bonds, Schuldscheindarlehen, and other instruments of indebtedness of Halcyon and its subsidiaries, together with all schedules, exhibits, amendments, supplements, and ancillary documents. Please note that $100,000,000 of the net proceeds of the Offering is earmarked for partial repayment of the Company's existing revolving credit facility, and C&H will need to review the applicable facility in detail.
Request 54. A schedule of all outstanding indebtedness of the Company and its subsidiaries as of the most recent practicable date, including the principal amount outstanding, the applicable interest rate (fixed or floating), the maturity date, the identity of the lender(s) or noteholder(s), and a description of any security or collateral.
Request 55. Any indentures, fiscal agency agreements, paying agency agreements, or similar instruments governing publicly or privately placed debt securities of the Company or any subsidiary.
Request 56. Any security agreements, pledge agreements (Verpfändungsverträge), mortgage agreements (Grundschulden), assignment agreements (Sicherungsabtretungen), or other collateral documents securing any indebtedness of the Company or any subsidiary.
Request 57. Any guarantees (including intercompany guarantees, parent guarantees, and third-party guarantees) issued by or in favor of the Company or any subsidiary.
Request 58. Any letters of credit, banker's acceptances, surety bonds, or similar instruments issued for the account of the Company or any subsidiary.
Request 59. Any subordination agreements, intercreditor agreements, or other agreements governing the priority or ranking of the Company's indebtedness.
Request 60. Any waivers, amendments, modifications, or supplements to any credit facility or debt instrument of the Company or any subsidiary entered into in the last three (3) years.
Request 61. Details of any defaults, events of default, cross-defaults, or acceleration notices under any credit agreement or debt instrument of the Company or any subsidiary, whether current or within the last three (3) years.
Request 62. Documentation identifying and analyzing any change-of-control provisions, listing event provisions, equity issuance limitations, or additional indebtedness covenants in existing debt instruments that may be triggered by the US IPO, the issuance of 30,000,000 new ordinary shares, the establishment of the ADS program with Meridian Trust Company, N.A., or the listing of ADSs on the Nasdaq Global Select Market. Please provide a summary analysis identifying each potentially triggered provision and the steps required to obtain any necessary consent or waiver.
Request 63. Any interest rate hedging agreements (swaps, caps, floors, collars), currency hedging agreements (forward contracts, swaps, options), or other derivative instruments entered into by the Company or any subsidiary.
CATEGORY V: MATERIAL CONTRACTS
Request 64. All contracts material to the business of Halcyon and its subsidiaries. For purposes of this request, "material" contracts include, without limitation: (i) contracts generating revenue in excess of €50 million annually; (ii) contracts involving commitments or expenditures in excess of €25 million; (iii) contracts that are otherwise material to the Company's business, financial condition, or results of operations; and (iv) any contracts that would be required to be filed as exhibits to the Registration Statement under Item 601 of Regulation S-K.
Request 65. All customer agreements with the top twenty (20) customers of the Company and its subsidiaries by revenue, including supply agreements, framework agreements (Rahmenverträge), master purchase agreements, volume purchase agreements, and any related amendments, side letters, or ancillary agreements.
Request 66. All supplier agreements with the top twenty (20) suppliers to the Company and its subsidiaries, including agreements for the supply of raw materials (silicon carbide substrates, gallium nitride wafers, specialty chemicals, and other semiconductor-grade materials), equipment (semiconductor manufacturing equipment, including lithography, deposition, etching, and packaging equipment), and services (contract manufacturing, testing, facilities management, and professional services).
Request 67. All joint development agreements, collaboration agreements, co-development agreements, or strategic partnership agreements entered into by the Company or any subsidiary with third parties, including universities, research institutions, and commercial partners.
Request 68. All technology licensing agreements (both inbound and outbound) entered into by the Company or any subsidiary, including agreements relating to semiconductor design IP, process technology, EDA tools, foundry process design kits, and any other licensed technology material to the Company's business.
Request 69. All distribution agreements, agency agreements, sales representative agreements, and reseller agreements, particularly for:
(a) the US market (Halcyon Semiconductor USA Inc., 2500 Augustine Drive, Suite 100, Santa Clara, CA 95054);
(b) the Asia-Pacific region (Halcyon Asia Pacific Pte. Ltd., 8 Marina Boulevard, #36-02, Singapore 018981); and
(c) the People's Republic of China (Halcyon Shanghai Semiconductor Co., Ltd., No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203).
Request 70. All government contracts, government subcontracts, or contracts with governmental or quasi-governmental entities entered into by the Company or any subsidiary in any jurisdiction, including contracts with defense ministries, public utilities, state-owned enterprises, and government-funded research programs.
Request 71. Any contracts containing change-of-control provisions, assignment restrictions, consent requirements, or termination rights that may be triggered by:
(a) the US IPO;
(b) the issuance of 30,000,000 new ordinary shares by the Company;
(c) the establishment of the ADS program with Meridian Trust Company, N.A.; or
(d) any change in the relative ownership percentages of the Company's shareholders resulting from the Offering.
Please provide a summary analysis identifying each such provision and the steps required to obtain any necessary consent or waiver, and the consequences of failure to obtain such consent or waiver.
Request 72. Any contracts containing most-favored-nation provisions, most-favored-customer provisions, exclusivity arrangements, minimum purchase or supply commitments, or non-compete covenants binding on the Company or any subsidiary.
Request 73. All contracts, agreements, and arrangements between the Company or any subsidiary, on the one hand, and any of the following persons or entities, on the other hand:
(a) Rheintal Industrieholding GmbH;
(b) Kestrel Capital Partners AG;
(c) Dr. Friedrich Wendt or any entity controlled by Dr. Friedrich Wendt;
(d) Margarethe Wendt (sister of Dr. Friedrich Wendt) or any entity controlled by Margarethe Wendt; or
(e) any other related party (as defined under IAS 24 and SEC Regulation S-K Item 404).
Request 74. Any confidentiality agreements, non-disclosure agreements, or standstill agreements material to the business of the Company, including any such agreements that may restrict the Company's ability to make disclosures in the Registration Statement.
Request 75. All contracts entered into by the Company or any subsidiary outside the ordinary course of business in the last three (3) years, including acquisitions, divestitures, mergers, investments, and extraordinary transactions.
Request 76. Any contracts involving capital expenditures in excess of €10 million, including construction contracts, EPC (engineering, procurement, and construction) contracts, equipment purchase agreements, and facilities agreements for the Fab 3 facility under construction in Dresden (Halcyon Power Solutions GmbH, Königsbrücker Straße 180, 01099 Dresden).
CATEGORY VI: INTELLECTUAL PROPERTY
Request 77. A comprehensive schedule of all patents and patent applications (domestic and foreign) owned by or licensed to the Company or any subsidiary, including:
(a) patent number (or application number for pending applications);
(b) title of invention;
(c) filing date and issuance date;
(d) expiration date;
(e) jurisdiction(s);
(f) current status (granted, pending, under examination, provisionally granted);
(g) the entity that is the named owner or applicant;
(h) any co-owners or joint inventors; and
(i) a brief description of the technology covered.
The schedule should cover the Company's SiC (silicon carbide) and GaN (gallium nitride) power semiconductor technology, fabrication processes, device architectures, packaging technologies, and any other patented or patent-pending technology.
Request 78. A comprehensive schedule of all trademarks and trademark applications (domestic and foreign) owned by the Company or any subsidiary, including the Halcyon name and logo, any product brands or sub-brands, and any service marks. For each mark, please provide the registration number (or application number), the jurisdiction, the class(es) of goods or services, the registration or filing date, and the current status.
Request 79. A schedule of all registered copyrights owned by the Company or any subsidiary, including the title of the work, the registration number, the jurisdiction, and the date of registration.
Request 80. A description of material trade secrets and proprietary know-how of the Company, including fabrication processes, design methodologies, simulation tools, yield enhancement techniques, and any other proprietary information that provides a competitive advantage. Please also describe the measures taken by the Company to protect the confidentiality of such trade secrets and know-how.
Request 81. All intellectual property licensing agreements (both inbound and outbound) entered into by the Company or any subsidiary, including cross-license agreements, patent license agreements, technology license agreements, trademark license agreements, software license agreements, and any other IP-related licensing arrangements.
Request 82. Any intellectual property assignment agreements pursuant to which the Company or any subsidiary acquired or transferred ownership of patents, trademarks, copyrights, or other intellectual property rights.
Request 83. Any invention assignment agreements, proprietary information and inventions agreements, or similar agreements with employees, contractors, consultants, or other third parties obligating such persons to assign intellectual property rights to the Company.
Request 84. Documentation regarding any pending or resolved intellectual property disputes, including patent infringement actions, trademark oppositions, interference proceedings, inter partes review proceedings, post-grant review proceedings, reexamination proceedings, and any other challenges to the Company's intellectual property rights or claims by the Company against third parties.
Request 85. Any opinions of counsel regarding freedom to operate, non-infringement, invalidity, unenforceability, or patentability obtained by or on behalf of the Company.
Request 86. A description of the Company's intellectual property protection and enforcement policies and procedures, including the process for identifying and filing patent applications, monitoring third-party activities, and enforcing the Company's IP rights.
Request 87. Any intellectual property-related insurance policies, including patent infringement defense insurance or IP indemnification insurance.
Request 88. A schedule of all domain names owned, registered, or controlled by the Company or any subsidiary, including the registrar and the expiration date for each domain name.
CATEGORY VII: LITIGATION AND REGULATORY PROCEEDINGS
Request 89. A comprehensive schedule of all pending litigation, arbitration, mediation, or administrative proceedings involving the Company or any subsidiary as a party, including:
(a) case name and case number;
(b) forum (court, arbitral institution, or administrative body);
(c) parties to the proceeding;
(d) nature of claims and causes of action;
(e) amount in controversy or damages sought;
(f) date commenced;
(g) current procedural status; and
(h) assessment of likely outcome and potential exposure.
Request 90. A schedule of all threatened litigation or pre-litigation disputes, including demand letters, cease-and-desist notices, and settlement negotiations, whether or not formal proceedings have been commenced.
Request 91. Copies of all pending complaints, petitions, answers, counterclaims, cross-claims, and material pleadings (including dispositive motions and any material discovery disputes) in all pending proceedings identified in response to Requests 89 and 90.
Request 92. Any judgments, decrees, orders, injunctions, or settlement agreements entered in the last five (5) years in any proceeding involving the Company or any subsidiary.
Request 93. Any consent decrees, deferred prosecution agreements, non-prosecution agreements, or similar regulatory orders to which the Company or any subsidiary is a party.
Request 94. A schedule of all pending or threatened governmental investigations, inquiries, subpoenas, civil investigative demands, or enforcement actions involving the Company or any subsidiary, including the identity of the investigating authority, the subject matter, and the current status.
Request 95. Any material correspondence with regulatory authorities — including BaFin, the SEC, the US Department of Justice (DOJ), the Federal Trade Commission (FTC), the European Commission, the German Federal Cartel Office (Bundeskartellamt), or any other regulatory authority — regarding the Company or its business practices, financial reporting, or compliance matters.
Request 96. Details of any whistleblower complaints, hotline reports, or internal investigations conducted in the last three (3) years, including the subject matter, the scope and findings of any investigation, and any remedial actions taken.
Request 97. Litigation reserves and contingent liability analyses prepared by the Company's legal department or outside counsel for the last three (3) fiscal years, including any analyses provided to the Company's auditors in connection with the audit of the financial statements.
Request 98. Insurance claims history related to litigation, arbitration, or regulatory proceedings for the last five (5) years, including the claim amount, the insurer, and the outcome.
CATEGORY VIII: REGULATORY, PERMITS, AND LICENSES
Request 99. All material governmental licenses, permits, approvals, registrations, certifications, and authorizations required for the operation of the Company's business in each jurisdiction in which the Company or any subsidiary operates, including manufacturing permits, operating licenses, quality certifications (e.g., IATF 16949, ISO 9001), and regulatory approvals.
Request 100. All semiconductor manufacturing permits and operating licenses for each fabrication facility:
(a) Munich headquarters facility;
(b) Dresden Fab 2 facility (Halcyon Power Solutions GmbH);
(c) Dresden Fab 3 facility (Halcyon Power Solutions GmbH — currently under construction); and
(d) Brno facility (Halcyon Automotive Components s.r.o.).
Request 101. Any permits, licenses, or approvals that are currently pending, under application, or under renewal, including the expected timeline for issuance or renewal.
Request 102. Details of any permit revocations, suspensions, denials, or adverse modifications in the last five (5) years.
Request 103. Documentation regarding compliance with the European Chips Act (Regulation (EU) 2023/1781) and any related government subsidies, grants, or incentive programs for the Fab 3 facility in Dresden, including:
(a) any applications submitted under the European Chips Act or related national programs (e.g., the German IPCEI (Important Projects of Common European Interest) framework);
(b) any subsidy agreements, grant agreements, or funding commitments received;
(c) any conditions, milestones, or clawback provisions associated with such subsidies; and
(d) any correspondence with the European Commission, the German Federal Ministry for Economic Affairs and Climate Action (Bundesministerium für Wirtschaft und Klimaschutz), or the Free State of Saxony regarding the Fab 3 project.
Request 104. Any filings with, notifications to, or approvals from BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) in connection with the existing Frankfurt Stock Exchange listing (Prime Standard) or the proposed US IPO, including prospectus filings, major shareholding notifications (Stimmrechtsmitteilungen), and directors' dealings notifications.
Request 105. Any filings with, notifications to, or approvals from the German Federal Cartel Office (Bundeskartellamt) or the European Commission, including any merger control filings, cartel proceedings, state aid notifications, or competition law compliance matters.
Request 106. Any analysis of, or filings with, the Committee on Foreign Investment in the United States (CFIUS) relating to the Company's US subsidiary (Halcyon Semiconductor USA Inc.) or US business operations, including any voluntary filings, declarations, or determinations. Please also identify any factors that may give rise to CFIUS jurisdiction, including the nature of the Company's US operations, any US government contracts, and any proximity of the Company's US facilities to sensitive government installations.
CATEGORY IX: ENVIRONMENTAL, HEALTH, AND SAFETY
Request 107. All environmental permits, licenses, and authorizations for each manufacturing facility:
(a) Munich headquarters facility;
(b) Dresden Fab 2 facility;
(c) Dresden Fab 3 facility (under construction); and
(d) Brno facility.
Please include permits relating to air emissions, wastewater discharges, waste management and disposal, chemical storage and handling, and any other environmental authorizations required by applicable law.
Request 108. All environmental audits, assessments, site investigations, or compliance reviews conducted at any Company-owned or leased property in the last five (5) years, including any audits conducted by third-party environmental consultants.
Request 109. Phase I Environmental Site Assessments and Phase II Environmental Site Assessments (or equivalent assessments under European standards) for each owned or leased property, including any recommendations for further investigation or remediation.
Request 110. Documentation regarding the use, storage, handling, transport, and disposal of hazardous materials, chemicals, and waste products in semiconductor fabrication processes, including:
(a) a list of hazardous substances used in each facility;
(b) Material Safety Data Sheets (MSDS) / Safety Data Sheets (SDS) for key hazardous substances;
(c) waste management plans and hazardous waste manifests;
(d) any registrations under REACH (Registration, Evaluation, Authorisation and Restriction of Chemicals) or equivalent regulations; and
(e) RoHS (Restriction of Hazardous Substances Directive) compliance documentation.
Request 111. Any environmental compliance reports filed with regulatory authorities, including annual emissions reports, waste generation reports, and pollutant release and transfer registers.
Request 112. Any environmental violations, citations, penalties, remediation orders, or enforcement actions issued to the Company or any subsidiary in the last five (5) years.
Request 113. Any pending or threatened environmental litigation or enforcement actions involving the Company or any subsidiary.
Request 114. Documentation regarding environmental insurance coverage, including environmental liability insurance, pollution legal liability insurance, and any site-specific environmental insurance policies.
Request 115. ESG (Environmental, Social, and Governance) reports, sustainability reports, corporate responsibility disclosures, or non-financial reports published by the Company, including any reports prepared in accordance with the Global Reporting Initiative (GRI) Standards, the Task Force on Climate-Related Financial Disclosures (TCFD) recommendations, or the Corporate Sustainability Reporting Directive (CSRD).
Request 116. Health and safety incident reports, lost-time injury reports, and OSHA (or equivalent German Arbeitsschutzgesetz / Berufsgenossenschaft) compliance records for each facility for the last three (3) years, including a summary of reportable incidents and incident rates.
Request 117. Any occupational health and safety audits, inspections, or certifications, including ISO 14001 (Environmental Management Systems) and ISO 45001 (Occupational Health and Safety Management Systems) certifications.
CATEGORY X: EMPLOYEE BENEFITS AND COMPENSATION
Request 118. A list of all employee benefit plans, pension plans (betriebliche Altersversorgung), retirement plans, profit-sharing plans, deferred compensation arrangements, welfare benefit plans (medical, dental, vision, life insurance, disability), and similar plans maintained by the Company and its subsidiaries for employees in all jurisdictions, including:
(a) Germany (Halcyon Semiconductor AG and Halcyon Power Solutions GmbH);
(b) United States (Halcyon Semiconductor USA Inc.);
(c) Singapore (Halcyon Asia Pacific Pte. Ltd.);
(d) People's Republic of China (Halcyon Shanghai Semiconductor Co., Ltd.); and
(e) Czech Republic (Halcyon Automotive Components s.r.o.).
Request 119. Plan documents, summary plan descriptions, trust agreements, insurance contracts, and the most recent actuarial valuations or actuarial reports for each material benefit plan identified in response to Request 118, including any unfunded pension obligations and the discount rate and other actuarial assumptions used.
Request 120. Documentation regarding the Halcyon Employee Stock Ownership Trust (ESOT), including:
(a) the trust deed and all amendments thereto;
(b) ESOT governance documents, including the identity and powers of the trustee(s);
(c) vesting schedules and conditions for employee participants;
(d) distribution rules, including events triggering distribution (e.g., retirement, termination of employment, disability, death);
(e) current participant roster and allocation schedules;
(f) current holdings: 6,665,000 shares (3.1% of outstanding shares); and
(g) any restrictions on the shares held by the ESOT, including any lock-up obligations in connection with the Offering.
Request 121. All stock option plans, equity incentive plans, restricted stock unit (RSU) plans, phantom stock plans (virtuelle Aktienoptionsprogramme), or similar equity-based compensation arrangements maintained by the Company or any subsidiary, including:
(a) all plan documents, including any amendments;
(b) forms of award agreements (stock option agreements, RSU agreements, phantom stock agreements);
(c) a schedule of all outstanding awards, including grant dates, exercise prices or base values, vesting schedules, expiration dates, and the number of shares or units subject to each award; and
(d) any accounting analyses or valuations prepared in connection with equity-based compensation (including fair value determinations under IFRS 2).
Request 122. Employment agreements, offer letters, and compensation arrangements for the top twenty (20) non-Vorstand employees of the Company and its subsidiaries (by seniority, total compensation, or strategic importance), including senior vice presidents, division heads, and key technical personnel.
Request 123. Collective bargaining agreements (Tarifverträge), works council agreements (Betriebsvereinbarungen), and any other labor agreements between the Company or any subsidiary and works councils (Betriebsräte), trade unions, or employee representative bodies, together with documentation regarding any pending collective bargaining negotiations.
Request 124. Documentation regarding any employee layoffs, reductions in force, plant closings, or mass dismissals (Massenentlassungen) conducted by the Company or any subsidiary in the last three (3) years, including compliance with the German Kündigungsschutzgesetz (Dismissal Protection Act), social selection criteria, social plans (Sozialpläne), and any reconciliation of interests (Interessenausgleich) agreements.
Request 125. Details of any claims, disputes, or proceedings (pending or threatened) related to employment or labor matters, including wrongful termination claims, discrimination claims, harassment claims, wage and hour disputes, and works council disputes.
Request 126. Immigration and work permit documentation for key non-German executives working in Germany and for key non-US personnel working in the United States at Halcyon Semiconductor USA Inc. (Santa Clara, California), including visa types, expiration dates, and any pending applications or renewals.
Request 127. Current employee headcount by subsidiary, jurisdiction, and functional area (e.g., manufacturing, research and development, sales and marketing, general and administrative), together with a trend analysis for the last three (3) years. The Company's worldwide employee count is approximately 8,400 as of the date of this Request List.
CATEGORY XI: EXECUTIVE COMPENSATION
Request 128. Detailed compensation data for each member of the Vorstand (Management Board) for FY2023, FY2024, and FY2025, in a format suitable for disclosure in the Registration Statement under Item 402 of Regulation S-K and applicable SEC guidance for foreign private issuers. The data should include, for each of the following individuals, the following elements of compensation:
(a) Dr. Friedrich Wendt (CEO / Vorstandsvorsitzender);
(b) Katarina Dalmqvist (CFO / Finanzvorstand);
(c) Dr. Marcus Helder (CTO);
(d) Ingrid Baumann (COO); and
(e) Wilhelm Ostermann (General Counsel / Chefjustitiar).
For each individual, please provide: base salary; annual bonus (cash) earned and paid; long-term incentive plan awards (cash and equity); stock options granted and exercised; restricted stock units granted and vested; pension contributions; perquisites and other benefits (including automobile allowances, housing allowances, and tax equalization payments); severance entitlements; and total compensation.
Request 129. Compensation data for each member of the Aufsichtsrat (Supervisory Board), including Prof. Dr. Anneliese Voss (Chair), for FY2023, FY2024, and FY2025, including fixed annual r