CONFIDENTIAL

CONFIDENTIAL
SELLING SHAREHOLDER QUESTIONNAIRE
Halcyon Semiconductor Aktiengesellschaft
Registration Statement on Form F-1 Offering of American Depositary Shares
Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Matter Number: 1032-00003
INSTRUCTIONS FOR COMPLETION
This Questionnaire is to be completed separately by each selling shareholder participating in the Offering (as defined below). This form has been designed for completion by both Rheintal Industrieholding GmbH and Kestrel Capital Partners AG; however, each such entity must submit a separate, completed Questionnaire reflecting its own information.
Completed questionnaires, together with all required exhibits and attachments, should be returned to:
Claire Dempsey, Lead Associate Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: +1 (212) 558-7200
Email: cdempsey@calderwoodharkness.com
with a copy to:
Audrey Zhou, Working Associate Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: +1 (212) 558-7214
Email: azhou@calderwoodharkness.com
Please direct any questions regarding the completion of this Questionnaire to Ms. Dempsey or Ms. Zhou at the contact information set forth above.
INTRODUCTORY INSTRUCTIONS AND PURPOSE
Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) (the "Company"), is filing a Registration Statement on Form F-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the United States Securities and Exchange Commission (the "SEC") in connection with the proposed initial public offering in the United States of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien) of the Company (the "Offering"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."
In connection with the Offering, certain existing shareholders of the Company (each, a "Selling Shareholder") will offer existing ordinary shares in the form of ADSs. The Registration Statement, including the prospectus forming a part thereof (the "Prospectus"), is required under the Securities Act and the rules and regulations promulgated thereunder to contain certain information about each Selling Shareholder, including, without limitation, information regarding (i) the beneficial ownership of Company securities by the Selling Shareholder, (ii) the number of securities to be offered and sold by the Selling Shareholder, (iii) material relationships between the Selling Shareholder and the Company, and (iv) certain disclosures required by the Financial Industry Regulatory Authority ("FINRA").
The information provided by each Selling Shareholder in this Questionnaire will be used by the Company and its counsel to prepare disclosure in the Registration Statement and the Prospectus, including the "Selling Shareholders" table and related footnotes, "Related Party Transactions" disclosure, and other sections of the Prospectus where information about the Selling Shareholders is required or appropriate. In addition, the information provided herein will be used in connection with filings with FINRA to be made by the underwriters of the Offering: Westbridge Securities LLC (as lead left bookrunner and representative of the underwriters), Pinnacle Morgan & Co., Inc. (as joint bookrunner), Andover Barcliffe Group Inc. (as joint bookrunner), and Northpointe Capital LLC (as co-manager) (collectively, the "Underwriters").
Each Selling Shareholder is solely responsible for the accuracy and completeness of the information provided in this Questionnaire. The information set forth herein will form the basis of certain representations and warranties to be made by the Selling Shareholder in the Underwriting Agreement to be entered into among the Company, the Selling Shareholders, and the Underwriters. Inaccurate or incomplete responses may result in material misstatements or omissions in the Registration Statement, which could give rise to liability under the federal securities laws.
All responses should be provided as of the date of completion of this Questionnaire. Each Selling Shareholder will be required to update its responses through the pricing of the Offering (target: July 1, 2026) and through the closing of the Offering (target: July 6, 2026). If any information provided herein becomes inaccurate, incomplete, or misleading in any material respect at any time prior to the completion of the Offering, the Selling Shareholder must promptly notify Calderwood & Harkness LLP and the Company.
For purposes of this Questionnaire, the term "beneficial ownership" is to be interpreted broadly, consistent with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under Rule 13d-3, a person is deemed to beneficially own securities over which such person has or shares, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise: (a) voting power, which includes the power to vote or to direct the voting of such securities; and/or (b) investment power, which includes the power to dispose or to direct the disposition of such securities. A person is also deemed to beneficially own securities that such person has the right to acquire within sixty (60) days through the exercise of any option, warrant, or right, through the conversion of a security, pursuant to the power to revoke a trust, discretionary account, or similar arrangement, or pursuant to the automatic termination of a trust, discretionary account, or similar arrangement.
IMPORTANT: Completing this Questionnaire does not constitute a commitment or obligation on the part of the Selling Shareholder to sell any securities in the Offering. The terms and conditions of the sale of securities in the Offering, including the number of shares to be sold and the price thereof, will be governed solely by the Underwriting Agreement to be negotiated and executed among the Company, the Selling Shareholders, and the Underwriters.
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PART I — SELLING SHAREHOLDER IDENTIFICATION
Section 1.1 — Legal Name and Organizational Information
Please provide the following information with respect to the Selling Shareholder. If the Selling Shareholder is a natural person, please indicate "N/A" for any questions that are not applicable.
1.1(a) Full legal name of the Selling Shareholder (as registered with the applicable commercial register or other governmental authority):
________________________________________
1.1(b) List any and all former names, trade names, d/b/a names, or other names under which the Selling Shareholder has conducted business or been known during the past five (5) years:
________________________________________
________________________________________
1.1(c) Type of entity (e.g., Gesellschaft mit beschränkter Haftung (GmbH), Aktiengesellschaft (AG), limited partnership, limited liability company, trust, natural person, or other):
________________________________________
1.1(d) Jurisdiction of organization or incorporation:
________________________________________
1.1(e) Date of organization or incorporation:
________________________________________
1.1(f) Commercial register number or equivalent registration number and the name and location of the registering authority (e.g., Handelsregister number and Amtsgericht):
________________________________________
________________________________________
1.1(g) Principal business address (include full street address, city, state/province, country, and postal code):
________________________________________
________________________________________
________________________________________
1.1(h) Registered agent address, if different from the principal business address:
________________________________________
________________________________________
1.1(i) Tax identification number(s), including, as applicable: (i) Legal Entity Identifier (LEI); (ii) German tax identification number (Steueridentifikationsnummer or Steuernummer); (iii) Swiss tax identification number; and (iv) any other relevant taxpayer identification number:
1.1(j) Provide a brief description of the principal business of the Selling Shareholder (e.g., investment holding, private equity, industrial holding, family office, or other):
________________________________________
________________________________________
________________________________________
Section 1.2 — Authorized Representatives
1.2(a) Identify the person(s) authorized to act on behalf of the Selling Shareholder in connection with the Offering, including the execution of the Underwriting Agreement, Lock-Up Agreement, Custody Agreement / Power of Attorney, Selling Shareholder Certificate, and any other transaction documents:
1.2(b) Confirm whether the person(s) identified in Section 1.2(a) have been duly authorized by the Selling Shareholder's governing body (e.g., shareholders' meeting, management board, board of directors, general partner, or equivalent) to:
(i) complete and execute this Questionnaire on behalf of the Selling Shareholder;
(ii) execute the Underwriting Agreement on behalf of the Selling Shareholder;
(iii) execute the Lock-Up Agreement on behalf of the Selling Shareholder;
(iv) execute the Custody Agreement / Power of Attorney on behalf of the Selling Shareholder; and
(v) execute the Selling Shareholder Certificate on behalf of the Selling Shareholder.
Yes — Authorizing documentation is attached hereto as Exhibit B.
No — Please explain:
________________________________________
________________________________________
1.2(c) If authorizing resolutions, powers of attorney, or other authorizing documents have been or will be adopted, please attach copies as Exhibit B or, if not yet adopted, indicate the expected date of adoption:
________________________________________
Section 1.3 — Contact Information
1.3(a) Primary contact person for purposes of the Offering (this individual will serve as the principal point of contact for correspondence from Calderwood & Harkness LLP, the Company, and the Underwriters):
1.3(b) Secondary or backup contact person:
1.3(c) Outside legal counsel advising the Selling Shareholder in connection with the Offering, if any (note: Calderwood & Harkness LLP serves as counsel to the Company and does not represent any Selling Shareholder):
PART II — BENEFICIAL OWNERSHIP OF COMPANY SECURITIES
Section 2.1 — Current Ownership
Please provide the following information regarding the Selling Shareholder's beneficial ownership of securities of Halcyon Semiconductor AG as of the date of this Questionnaire. Beneficial ownership should be determined in accordance with Rule 13d-3 under the Exchange Act, as described in the Introductory Instructions above.
2.1(a) Total number of ordinary shares (Stammaktien) of Halcyon Semiconductor AG beneficially owned as of the date of this Questionnaire:
_____ ordinary shares
2.1(b) Are such shares held of record (directly in the name of the Selling Shareholder) or beneficially (through a nominee, custodian, or other intermediary)?
Held of record (directly)
Held beneficially through an intermediary — Identify the intermediary(ies) below:
2.1(c) Does the Selling Shareholder currently hold any ADSs of the Company?
Yes — Number of ADSs held: _____
No
2.1(d) Based on the Company's currently outstanding share capital of 215,000,000 ordinary shares, the percentage of the Company's outstanding ordinary shares represented by the shares reported in Section 2.1(a) is:
_____ %
Note: If the Selling Shareholder holds rights to acquire additional ordinary shares within 60 days, please also state the percentage on a diluted basis.
2.1(e) Are any of the ordinary shares reported in Section 2.1(a) subject to any pledge, lien, security interest, hypothecation, or other encumbrance?
Yes — Complete the table below:
No
2.1(f) Are any of the ordinary shares reported in Section 2.1(a) held in margin accounts?
Yes — Provide details: ______________________
No
2.1(g) Does the Selling Shareholder hold any options, warrants, convertible securities, or other rights to acquire ordinary shares or ADSs of the Company?
Yes — Complete the table below:
No
Section 2.2 — Shares to Be Sold in the Offering
2.2(a) Number of ordinary shares to be sold by the Selling Shareholder in the Offering (base deal, excluding the overallotment option):
_____ ordinary shares
2.2(b) The equivalent number of ADSs to be sold (at a ratio of 1 ADS = 2 ordinary shares):
_____ ADSs
2.2(c) Has the Selling Shareholder granted or agreed to grant the Underwriters an overallotment option (greenshoe option) with respect to additional shares?
Yes — Provide the following information:
Number of additional ordinary shares subject to the overallotment option: _____
Equivalent number of additional ADSs: _____
No
2.2(d) Identify the source of the shares to be sold in the Offering (e.g., existing holdings, shares to be received upon exercise of options or warrants, shares to be acquired prior to the Offering):
________________________________________
________________________________________
2.2(e) Confirm that the shares to be sold in the Offering are, or at the time of sale will be, free and clear of all liens, encumbrances, security interests, pledges, equities, claims, and other restrictions on transfer (other than restrictions imposed under the Securities Act and applicable securities laws).
Confirmed — The shares to be sold are (or will be at the time of sale) free and clear.
Not confirmed — Please describe any encumbrances or restrictions affecting the shares to be sold:
________________________________________
________________________________________
Section 2.3 — Post-Offering Ownership
2.3(a) Number of ordinary shares expected to be beneficially owned by the Selling Shareholder after the Offering, assuming no exercise of the overallotment option:
_____ ordinary shares
(Calculation: shares reported in Section 2.1(a) minus shares reported in Section 2.2(a))
2.3(b) Number of ordinary shares expected to be beneficially owned by the Selling Shareholder after the Offering, assuming full exercise of the overallotment option:
_____ ordinary shares
(Calculation: shares reported in Section 2.1(a) minus shares reported in Section 2.2(a) minus shares subject to overallotment option reported in Section 2.2(c))
2.3(c) Expected percentage ownership of the Company's outstanding ordinary shares immediately following the Offering (note: post-offering shares outstanding are expected to be 245,000,000 ordinary shares, consisting of 215,000,000 existing ordinary shares plus 30,000,000 newly issued ordinary shares to be sold by the Company):
Section 2.4 — Voting and Investment Power
2.4(a) Does the Selling Shareholder have sole voting power over all of the shares described in Section 2.1(a)?
Yes
No — Voting power is shared with the following person(s):
2.4(b) Does the Selling Shareholder have sole investment power (including the sole power to dispose of or direct the disposition of) all of the shares described in Section 2.1(a)?
Yes
No — Investment power is shared with the following person(s):
2.4(c) If the Selling Shareholder is an entity, identify the natural person(s) who exercise(s) ultimate voting and/or investment control over the shares described in Section 2.1(a). For this purpose, please identify the natural person(s) at the top of the ownership and control chain:
Section 2.5 — Acquisition History
2.5(a) Describe how and when the ordinary shares beneficially owned by the Selling Shareholder (as reported in Section 2.1(a)) were acquired. Please indicate the applicable category for each acquisition (e.g., market purchase on an exchange, private purchase (off-market), participation in a capital increase, contribution in kind (Sacheinlage), gift, inheritance, or other):
2.5(b) State the aggregate consideration paid for the shares described in Section 2.5(a). If shares were acquired by means other than purchase (e.g., contribution in kind, gift, inheritance), please state "N/A" and describe the nature of the consideration or circumstances of the acquisition:
________________________________________
________________________________________
2.5(c) Were any of the shares described in Section 2.1(a) acquired during the past three (3) years? If so, provide the following information for each such acquisition:
Yes — Complete the table below:
No — All shares were acquired more than three (3) years prior to the date of this Questionnaire.
Section 2.6 — Other Securities of the Company
2.6(a) Does the Selling Shareholder hold, or have any interest in, any debt securities, preferred shares, or other securities (other than ordinary shares or ADSs) issued by the Company or any of its subsidiaries?
Yes — Provide the following details:
No
Section 2.7 — Short Positions and Derivative Transactions
2.7(a) Does the Selling Shareholder currently have any short position in the ordinary shares or ADSs of the Company?
Yes — Number of shares/ADSs sold short: _____
No
2.7(b) Is the Selling Shareholder a party to any swap, hedge, put, call, option, forward, collar, or other derivative transaction or arrangement relating to the ordinary shares or ADSs of the Company?
Yes — Provide full details, including the type of transaction, counterparty, notional amount, settlement terms, and expiration date:
________________________________________
________________________________________
________________________________________
No
2.7(c) Has the Selling Shareholder entered into any contract, arrangement, or understanding that has the economic effect of transferring, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs of the Company to any other person?
Yes — Provide full details:
________________________________________
________________________________________
No
PART III — RELATIONSHIPS WITH THE COMPANY
Section 3.1 — Affiliates and Control Persons
3.1(a) Is the Selling Shareholder an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act or Rule 12b-2 under the Exchange Act? An "affiliate" of a specified person is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person.
Yes
No
Uncertain — Please explain:
________________________________________
3.1(b) If the Selling Shareholder is an entity, identify each person who is an officer, director, general partner, managing member, or controlling person (directly or indirectly) of the Selling Shareholder:
3.1(c) Is any officer, director, general partner, managing member, or controlling person of the Selling Shareholder also an officer, director, or employee of the Company or any of its subsidiaries?
Yes — Identify the individual(s) and describe the dual role(s):
No
3.1(d) Describe any family relationship (by blood, marriage, or adoption) between any controlling person of the Selling Shareholder and any officer, director, or key employee of the Company. If none, state "None."
________________________________________
________________________________________
Section 3.2 — Material Relationships with the Company
3.2(a) Describe all material agreements, arrangements, and relationships (whether written or oral, formal or informal) between the Selling Shareholder (or any of its affiliates) and the Company (or any of its subsidiaries) existing at any time during the past three (3) years, including but not limited to any of the following categories:
(i) Shareholder agreements, voting agreements, or investor rights agreements;
(ii) Registration rights agreements;
(iii) Supply agreements, services agreements, or other commercial agreements;
(iv) Loan agreements, credit facilities, guarantee agreements, or other financing arrangements;
(v) Lease agreements or other real property agreements;
(vi) Consulting or advisory agreements;
(vii) Licensing agreements, intellectual property agreements, or technology transfer agreements;
(viii) Any other contractual or business relationship.
Please describe each such agreement or relationship in the space below (attach additional pages and copies of relevant agreements as Exhibit D if necessary):
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
3.2(b) Describe any material transaction or proposed transaction between the Selling Shareholder (or any of its affiliates) and the Company (or any of its subsidiaries) occurring at any time during the past three (3) years in which the Selling Shareholder had or will have a direct or indirect material interest, including any transaction in which the aggregate amount involved exceeds €120,000. If none, state "None."
________________________________________
________________________________________
________________________________________
3.2(c) Describe any compensation or other remuneration (whether in cash, securities, or otherwise) paid by the Company (or any of its subsidiaries) to the Selling Shareholder (or any of its affiliates), or paid by the Selling Shareholder (or any of its affiliates) to the Company (or any of its subsidiaries), during the past three (3) years. If none, state "None."
________________________________________
________________________________________
Section 3.3 — Board Representation and Governance Rights
3.3(a) Does the Selling Shareholder have the contractual or other right to designate or nominate any member of the Company's Management Board (Vorstand) or Supervisory Board (Aufsichtsrat)?
Yes — Describe such right and identify any designee(s) currently serving on the Management Board or Supervisory Board:
________________________________________
________________________________________
No
3.3(b) Does the Selling Shareholder hold any contractual veto right, consent right, or approval right with respect to any corporate action of the Company (e.g., approval of annual budgets, entry into material transactions, issuance of securities, or amendment of the articles of association (Satzung))?
Yes — Describe such rights:
________________________________________
________________________________________
No
3.3(c) Is the Selling Shareholder a party to any shareholders' agreement (Gesellschaftervereinbarung), pooling agreement, or similar arrangement with any other shareholder of the Company?
Yes — Identify the other parties and describe the material terms:
________________________________________
________________________________________
No
Section 3.4 — Lock-Up Arrangements
3.4(a) The Selling Shareholder acknowledges that it is expected to enter into a Lock-Up Agreement (the "Lock-Up Agreement") in favor of Westbridge Securities LLC, as representative of the Underwriters, restricting the transfer, sale, pledge, or other disposition of retained ordinary shares, ADSs, and securities convertible into or exercisable or exchangeable for ordinary shares or ADSs for a period of 180 days following the pricing date of the Offering (the "Lock-Up Period"), subject to customary exceptions.
3.4(b) Does the Selling Shareholder confirm its willingness to execute the Lock-Up Agreement in substantially the form to be provided by Calderwood & Harkness LLP?
Yes
No — Please explain:
________________________________________
3.4(c) Are there any existing contractual restrictions on the transfer of ordinary shares held by the Selling Shareholder, including but not limited to rights of first refusal (Vorkaufsrechte), tag-along rights (Mitverkaufsrechte), drag-along rights (Mitveräußerungspflichten), co-sale rights, standstill provisions, or other transfer restrictions?
Yes — Describe such restrictions and attach copies of the relevant agreements as Exhibit E:
________________________________________
________________________________________
________________________________________
No
PART IV — FINRA-RELATED DISCLOSURES
The following information is required in connection with filings to be made by the Underwriters with FINRA pursuant to FINRA Rules 5110 and 5121 and related rules and interpretations. Please answer each question fully and accurately.
Section 4.1 — FINRA Member Affiliations
4.1(a) Is the Selling Shareholder a member firm of FINRA?
Yes — FINRA CRD Number: _____
No
4.1(b) Is the Selling Shareholder an affiliate of a member firm of FINRA? For this purpose, "affiliate" means any entity that controls, is controlled by, or is under common control with, a FINRA member firm.
Yes — Identify the FINRA member firm(s) and describe the nature of the affiliation:
________________________________________
________________________________________
No
4.1(c) Is any officer, director, general partner, managing member, or person controlling the Selling Shareholder associated with or employed by a FINRA member firm?
Yes — Identify the individual(s) and the FINRA member firm(s):
No
Section 4.2 — Underwriter Relationships
4.2(a) Does the Selling Shareholder have any direct or indirect affiliation, association, or relationship with any of the following Underwriters or their respective affiliates? Please respond separately for each:
(i) Westbridge Securities LLC
Yes — Describe: ______________________
No
(ii) Pinnacle Morgan & Co., Inc.
Yes — Describe: ______________________
No
(iii) Andover Barcliffe Group Inc.
Yes — Describe: ______________________
No
(iv) Northpointe Capital LLC
Yes — Describe: ______________________
No
Section 4.3 — Payments and Compensation from Underwriters
4.3(a) Has the Selling Shareholder received or does the Selling Shareholder expect to receive, directly or indirectly, any payment, compensation, commission, discount, or other consideration from any of the Underwriters named above (other than the net proceeds from the sale of shares in the Offering)?
Yes — Describe in detail, including the nature and amount of the compensation and the identity of the paying Underwriter:
________________________________________
________________________________________
No
4.3(b) Has the Selling Shareholder made or does the Selling Shareholder expect to make any payment or provide any consideration (whether in cash, securities, or otherwise) to any of the Underwriters named above (other than the underwriting discount/gross spread payable in connection with the Offering) in connection with the Offering?
Yes — Describe in detail:
________________________________________
________________________________________
No
Section 4.4 — Finder's Fees and Referral Arrangements
4.4(a) Has the Selling Shareholder paid, committed to pay, or agreed to pay any finder's fee, placement fee, referral fee, advisory fee, or similar payment or consideration to any person or entity in connection with the Offering?
Yes — Complete the table below:
No
Section 4.5 — Other FINRA Disclosures
4.5(a) Did the Selling Shareholder or any of its affiliates acquire or receive any securities of the Company during the 180-day period prior to the anticipated filing of the Registration Statement in a transaction that involved a FINRA member firm?
Yes — Describe the transaction:
No
4.5(b) Were any unregistered securities of the Company acquired by the Selling Shareholder from a FINRA member firm at any time?
Yes — Provide details, including the date, type and number of securities, consideration paid, and the identity of the FINRA member:
________________________________________
________________________________________
No
PART V — REGULATORY AND LEGAL MATTERS
Section 5.1 — Legal Proceedings
5.1(a) Is the Selling Shareholder a party to any pending or, to the knowledge of the Selling Shareholder, threatened legal, administrative, or arbitral proceeding involving the Company, any of its subsidiaries, or the Company's securities?
Yes — Provide a description of the proceeding, including the name and jurisdiction of the court or tribunal, the nature of the claims, the parties, and the current status:
________________________________________
________________________________________
________________________________________
No
5.1(b) Is the Selling Shareholder subject to any court order, judgment, decree, consent order, or regulatory sanction or restriction that would affect or restrict the ability of the Selling Shareholder to sell the shares in the Offering or to receive the proceeds therefrom?
Yes — Provide a description:
________________________________________
________________________________________
No
Section 5.2 — Regulatory Status
5.2(a) Is the Selling Shareholder a "bank," "savings and loan association," "insurance company," or "registered investment company" as those terms are defined under the Securities Act or the Exchange Act?
Yes — Identify the applicable category and the regulatory body under which the Selling Shareholder is supervised:
________________________________________
No
5.2(b) Is the Selling Shareholder a "broker" or "dealer" as defined in Section 3(a)(4) or 3(a)(5) of the Exchange Act?
Yes — CRD Number: _____
No
Section 5.3 — Sanctions and Anti-Corruption
5.3(a) Is the Selling Shareholder, or any of its directors, officers, or controlling persons:
(i) a Specially Designated National ("SDN") or blocked Person on the list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC");
(ii) located in, organized under the laws of, or resident in a country or territory that is the subject of comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
(iii) the subject of sanctions administered by the European Union or Switzerland, including under EU Council Regulation (EC) No. 2580/2001, EU Council Regulation (EC) No. 881/2002, or Swiss Federal Act on the Implementation of International Sanctions (Embargogesetz); or
(iv) the subject of any pending investigation or enforcement action by any governmental authority related to anti-money laundering, sanctions compliance, or anti-corruption?
Yes — Provide full details:
________________________________________
________________________________________
No — to each of (i) through (iv) above.
5.3(b) Has the Selling Shareholder or any of its affiliates made any payment, offer, or promise of payment, or authorized the payment of money or anything of value, directly or indirectly, to any "foreign official" (as defined in the U.S. Foreign Corrupt Practices Act) or any other person in a manner that would violate (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (ii) the UK Bribery Act 2010; or (iii) applicable German anti-corruption laws, including Sections 299, 331, and 334 of the German Criminal Code (Strafgesetzbuch)?
Yes — Provide full details:
________________________________________
________________________________________
No
Section 5.4 — Tax Matters
5.4(a) Identify the Selling Shareholder's tax residence(s) and applicable taxpayer identification number(s):
5.4(b) Is the Selling Shareholder a "United States person" for U.S. federal income tax purposes (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended)?
Yes
No
5.4(c) Confirm whether the Selling Shareholder has completed, or will complete prior to closing, all applicable tax documentation required by the Depositary (Meridian Trust Company, N.A.) and/or the Underwriters, including, as applicable:
IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities))
IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals))
IRS Form W-9 (Request for Taxpayer Identification Number and Certification)
German tax residency certificate (Ansässigkeitsbescheinigung)
Swiss tax residency certificate
Other (specify): _____
Completed tax forms should be attached as Exhibit F (IRS forms) and Exhibit G (tax residency certificates).
PART VI — ADDITIONAL INFORMATION FOR PROSPECTUS DISCLOSURE
Section 6.1 — Description for Prospectus
6.1(a) Please provide a brief description of the Selling Shareholder (not to exceed 150 words) suitable for inclusion in the "Selling Shareholders" section of the Prospectus. This description should include, at a minimum: (i) the nature of the Selling Shareholder's principal business; (ii) the Selling Shareholder's relationship to the Company (e.g., founding shareholder, strategic investor, financial investor); and (iii) a brief description of how the shares to be sold in the Offering were acquired.
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
6.1(b) If the Selling Shareholder wishes to include any specific language, factual clarifications, or corrections in the Prospectus disclosure relating to the Selling Shareholder, please identify such language below:
________________________________________
________________________________________
________________________________________
Section 6.2 — Footnote Disclosures
6.2(a) Identify any additional information or qualifications that should appear in footnotes to the Selling Shareholders table in the Prospectus, including but not limited to: (i) the nature of beneficial ownership (e.g., shares held by affiliated entities); (ii) shared voting or investment power; (iii) pending transfers or conversions; or (iv) any other matter that, if omitted, could make the Selling Shareholders table misleading:
________________________________________
________________________________________
________________________________________
________________________________________
Section 6.3 — Consent to Disclosure
6.3(a) By executing this Questionnaire, the Selling Shareholder hereby confirms that it consents to the inclusion of the information provided in this Questionnaire (or a fair and accurate summary thereof) in:
(i) the Registration Statement on Form F-1 to be filed with the SEC;
(ii) the Prospectus forming a part of the Registration Statement;
(iii) any amendments or supplements to the Registration Statement or the Prospectus;
(iv) any "free writing prospectus" (as defined in Rule 405 under the Securities Act) used in connection with the Offering; and
(v) any filings made with FINRA by or on behalf of the Underwriters in connection with the Offering.
Confirmed
Not confirmed — Please explain any limitations on the Selling Shareholder's consent:
________________________________________
PART VII — REPRESENTATIONS AND ACKNOWLEDGMENTS
Section 7.1 — Accuracy and Completeness
By executing this Questionnaire, the undersigned, on behalf of the Selling Shareholder, hereby represents and warrants to the Company, Calderwood & Harkness LLP (as counsel to the Company), Varen & Kessler LLP (as German counsel to the Company), and each of the Underwriters that:
(a) All information provided in this Questionnaire (including all exhibits and attachments hereto) is true, correct, and complete in all material respects as of the date hereof.
(b) No statement, response, or information set forth in this Questionnaire contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein, in light of the circumstances under which they were made, not misleading.
The undersigned acknowledges that:
(c) The Company, Calderwood & Harkness LLP, Varen & Kessler LLP, and each of the Underwriters will rely on the information provided in this Questionnaire in connection with the preparation, review, and filing of the Registration Statement and the Prospectus and in connection with FINRA filings.
(d) Any material misstatement or omission in this Questionnaire could give rise to liability under Section 11 of the Securities Act (liability for false registration statements), Section 12(a)(2) of the Securities Act (liability for prospectus misstatements), and Rule 10b-5 under the Exchange Act (anti-fraud liability), and the undersigned has been advised to consult with its own legal counsel regarding such liability.
Section 7.2 — Ongoing Update Obligation
The undersigned, on behalf of the Selling Shareholder, hereby agrees:
(a) To promptly notify Calderwood & Harkness LLP and the Company in writing if any information provided in this Questionnaire becomes inaccurate, incomplete, or misleading in any material respect at any time prior to the completion of the Offering, including the pricing of the Offering (target: July 1, 2026) and the closing of the Offering (target: July 6, 2026).
(b) To provide updated, corrected, or supplemental responses promptly upon the request of Calderwood & Harkness LLP, the Company, or the Underwriters, including in connection with any amendment or supplement to the Registration Statement or the Prospectus.
(c) To promptly review and confirm (or correct) any draft disclosure in the Registration Statement or the Prospectus that is based on information provided in this Questionnaire when such draft disclosure is circulated by Calderwood & Harkness LLP or the Company.
Section 7.3 — Confidentiality
The undersigned, on behalf of the Selling Shareholder, acknowledges and agrees that:
(a) This Questionnaire and the information contained herein are strictly confidential and proprietary.
(b) The Selling Shareholder shall not disclose this Questionnaire or any of the information contained herein to any third party except (i) to the Selling Shareholder's own directors, officers, employees, and legal, financial, and tax advisors who have a need to know such information in connection with the Offering and who are bound by obligations of confidentiality; (ii) as required by applicable law, regulation, or legal process; or (iii) as required in connection with the Offering, including disclosure to the SEC, FINRA, the Nasdaq Stock Market, and any other applicable regulatory authority.
(c) The foregoing confidentiality obligations shall survive the completion or abandonment of the Offering for a period of two (2) years.
SIGNATURE PAGE
The undersigned hereby certifies that the information set forth in this Questionnaire and all exhibits and attachments hereto is true, correct, and complete in all material respects, and the undersigned agrees to the representations, acknowledgments, and undertakings set forth in Part VII above.
SELLING SHAREHOLDER:
________________________________________
(Full Legal Name of Selling Shareholder)
By: ________
Name:
Title:
Date:
Witness / Notarization (if required under the laws of the Selling Shareholder's jurisdiction of organization):
Witness / Notary:
By: ________
Name:
Title / Commission:
Date:
(Affix notarial seal, if applicable)
Contact Information for Follow-Up:
EXHIBITS AND ATTACHMENTS CHECKLIST
Please ensure that the following exhibits are attached to your completed Questionnaire, as applicable. Check each box to confirm that the exhibit is enclosed or indicate if it is not applicable.
Exhibit A — Organizational chart of the Selling Shareholder showing all controlling persons, parent entities, subsidiaries, and the complete ownership structure through which the Selling Shareholder holds its interest in the Company, identifying natural persons who exercise ultimate control.
Exhibit B — Copy of authorizing resolutions (e.g., board resolution, shareholder resolution, or partnership resolution) or power of attorney authorizing the individual(s) identified in Section 1.2 to execute this Questionnaire, the Underwriting Agreement, the Lock-Up Agreement, the Custody Agreement / Power of Attorney, and the Selling Shareholder Certificate on behalf of the Selling Shareholder.
Exhibit C — Schedule of all securities of the Company beneficially owned by the Selling Shareholder, including: (i) type of security; (ii) number of shares or securities; (iii) date(s) of acquisition; (iv) method of acquisition; and (v) cost basis or other consideration.
Exhibit D — Schedule of all agreements, arrangements, or understandings between the Selling Shareholder (or any of its affiliates) and the Company (or any of its subsidiaries), together with copies of all material written agreements (cross-reference to Section 3.2).
Exhibit E — Copy of any existing lock-up agreement, standstill agreement, transfer restriction agreement, shareholders' agreement, or other agreement affecting or restricting the Selling Shareholder's ability to transfer its ordinary shares or ADSs.
Exhibit F — Completed IRS Form W-8BEN-E, IRS Form W-8BEN, or IRS Form W-9, as applicable.
Exhibit G — Tax residency certificate(s) from all applicable jurisdictions (e.g., German Ansässigkeitsbescheinigung, Swiss tax residency certificate).
APPENDIX — DEFINED TERMS AND REFERENCE INFORMATION
The following definitions and reference information are provided for the convenience of the Selling Shareholder in completing this Questionnaire. Capitalized terms used but not otherwise defined in this Questionnaire have the meanings ascribed to them below.
"ADSs" means American Depositary Shares, each representing two (2) ordinary shares (Stammaktien) of the Company, to be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a Deposit Agreement among the Company, the Depositary, and the holders from time to time of ADSs. The ADSs are expected to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN."
"Company" means Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 217458, with its registered office and headquarters at Maximilianstraße 72, 80539 Munich, Germany. The Company's ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Lock-Up Period" means the period of 180 days following the pricing date of the Offering, during which the Selling Shareholder will be restricted from transferring, selling, pledging, or otherwise disposing of retained ordinary shares and ADSs, subject to customary exceptions as set forth in the Lock-Up Agreement.
"Offering" means the initial public offering of ADSs in the United States pursuant to the Registration Statement on Form F-1, targeting aggregate gross proceeds of approximately $900,000,000, consisting of:
(i) approximately 15,000,000 primary ADSs (representing 30,000,000 newly issued ordinary shares) to be sold by the Company; and
(ii) approximately 6,400,000 secondary ADSs (representing 12,800,000 existing ordinary shares) to be sold by the Selling Shareholders;
with an overallotment option of up to 3,210,000 additional ADSs (representing up to 6,420,000 additional ordinary shares).
"Registration Statement" means the Registration Statement on Form F-1 to be filed by the Company with the SEC under the Securities Act in connection with the Offering, including all amendments and supplements thereto and all exhibits incorporated therein by reference.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Underwriters" means, collectively:
•  Westbridge Securities LLC — Lead Left Bookrunner and Representative of the Underwriters
•  Pinnacle Morgan & Co., Inc. — Joint Bookrunner
•  Andover Barcliffe Group Inc. — Joint Bookrunner
•  Northpointe Capital LLC — Co-Manager
Reference Information:
Questions regarding this Questionnaire should be directed to:
Claire Dempsey, Lead Associate Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: +1 (212) 558-7200
Email: cdempsey@calderwoodharkness.com
Audrey Zhou, Working Associate Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: +1 (212) 558-7214
Email: azhou@calderwoodharkness.com
— End of Questionnaire —
Type of Identifier | Number
LEI
German Tax ID
Swiss Tax ID
US TIN (if applicable)
Other (specify)
Name | Title | Telephone | Email
Field | Response
Name
Title
Telephone
Email
Mailing Address
Field | Response
Name
Title
Telephone
Email
Mailing Address
Field | Response
Firm Name
Contact Attorney
Telephone
Email
Mailing Address
Name of Intermediary | Type (nominee, custodian, etc.) | Number of Shares Held
Number of Shares Subject to Encumbrance | Nature of Encumbrance | Name of Holder of Encumbrance | Date of Encumbrance
Type of Security/Right | Number of Underlying Ordinary Shares | Exercise/Conversion Price | Expiration Date | Vesting Schedule (if applicable)
Scenario | Post-Offering Shares Owned | Percentage
No exercise of overallotment | %
Full exercise of overallotment | %
Name of Person | Relationship to Selling Shareholder | Nature of Shared Voting Power | Number of Shares Subject to Shared Voting Power
Name of Person | Relationship to Selling Shareholder | Nature of Shared Investment Power | Number of Shares Subject to Shared Investment Power
Name of Natural Person | Role/Relationship | Nature of Control (Voting, Investment, or Both)
Date of Acquisition | Number of Shares Acquired | Method of Acquisition | Counterparty (if private transaction)
Date of Acquisition | Number of Shares Acquired | Per-Share Price or Other Consideration | Total Consideration
Type of Security | Issuer (Company or Subsidiary) | Principal Amount / Number of Securities | Material Terms
Name | Title / Role | Entity Relationship
Individual Name | Role at Selling Shareholder | Role at the Company / Subsidiary
Individual Name | Role at Selling Shareholder | FINRA Member Firm | Role at FINRA Member Firm
Recipient Name | Nature of Arrangement | Amount or Rate of Compensation
Date | Number of Shares / Securities | Consideration Paid | Identity of FINRA Member
Jurisdiction of Tax Residence | Taxpayer Identification Number
Field | Response
Address
Telephone
Email
Item | Detail
Pre-Offering Ordinary Shares Outstanding | 215,000,000 ordinary shares, no par value (Stückaktien)
Post-Offering Ordinary Shares Outstanding (base deal, excluding overallotment) | 245,000,000 ordinary shares
ADS Ratio | 1 ADS = 2 ordinary shares
Proposed ADS Price Range | $39.00 – $45.00 per ADS
Anticipated Gross Spread | 3.50% of gross proceeds
Depositary | Meridian Trust Company, N.A.
Proposed Nasdaq Ticker Symbol | HCYN
Target Pricing Date | July 1, 2026
Target Closing Date | July 6, 2026