UNDERWRITING AGREEMENT
[●], 2026
CONFIDENTIAL
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UNDERWRITING AGREEMENT
This UNDERWRITING AGREEMENT (this "Agreement") is dated as of [●], 2026 (the date of the final prospectus and pricing of the offering described herein, with a target date of July 1, 2026), by and among:
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered in the Commercial Register (Handelsregister) of the Amtsgericht München under HRB 217458, with its registered office (Sitz) at Maximilianstraße 72, 80539 Munich, Germany (the "Company");
RHEINTAL INDUSTRIEHOLDING GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany ("Rheintal" or a "Selling Shareholder");
KESTREL CAPITAL PARTNERS AKTIENGESELLSCHAFT, an Aktiengesellschaft organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland ("Kestrel" or a "Selling Shareholder"; together with Rheintal, the "Selling Shareholders"); and
THE SEVERAL UNDERWRITERS listed in Schedule I hereto (the "Underwriters"), for whom WESTBRIDGE SECURITIES LLC, a Delaware limited liability company with its principal office at 383 Madison Avenue, New York, NY 10179, is acting as representative (in such capacity, the "Representative").
RECITALS
WHEREAS, the Company proposes to issue and sell 15,000,000 American Depositary Shares ("ADSs"), each ADS representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company ("Ordinary Shares"), thereby representing 30,000,000 newly issued Ordinary Shares (the "Company ADSs");
WHEREAS, Rheintal proposes to sell 4,250,000 ADSs representing 8,500,000 existing Ordinary Shares held by Rheintal, and Kestrel proposes to sell 2,150,000 ADSs representing 4,300,000 existing Ordinary Shares held by Kestrel, for a total of 6,400,000 ADSs representing 12,800,000 existing Ordinary Shares to be sold by the Selling Shareholders (the "Selling Shareholder ADSs");
WHEREAS, the Company ADSs and the Selling Shareholder ADSs, together, comprise 21,400,000 ADSs (the "Firm ADSs"), representing 42,800,000 Ordinary Shares;
WHEREAS, the ADSs are to be issued by Meridian Trust Company, National Association, a national banking association organized under the laws of the United States (the "Depositary"), pursuant to a Deposit Agreement to be dated as of [●], 2026 (the "Deposit Agreement"), among the Company, the Depositary, and all holders and beneficial owners of ADSs from time to time;
WHEREAS, the ADSs have been registered under (i) a Registration Statement on Form F-1 (File No. 333-[●]) filed with the Securities and Exchange Commission (the "Commission" or "SEC") under the Securities Act of 1933, as amended (the "Act"), and (ii) a Registration Statement on Form F-6 (File No. 333-[●]) filed with the Commission under the Act for the registration of the ADSs;
WHEREAS, the Company and the Selling Shareholders have also granted to the Underwriters an option to purchase up to 3,210,000 additional ADSs (representing fifteen percent (15%) of the Firm ADSs) (the "Option ADSs") on the terms and subject to the conditions set forth in Section 2 hereof, solely to cover overallotments, if any;
WHEREAS, the Firm ADSs and the Option ADSs are collectively referred to herein as the "ADSs";
WHEREAS, the Company has applied for listing of the ADSs on the Nasdaq Global Select Market ("Nasdaq") under the ticker symbol "HCYN," and the Company's existing Ordinary Shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard (Prime Standard) segment of the Regulated Market (Regulierter Markt); and
WHEREAS, the specific pricing terms applicable to this offering, including the public offering price per ADS, the number of ADSs, and the underwriting discount per ADS, will be set forth in a separate Pricing Agreement (the "Pricing Agreement") to be entered into by the parties hereto, which Pricing Agreement will supplement and form a part of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Registration Statement and Prospectus.
"Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
"ADSs" means the American Depositary Shares, each representing two (2) Ordinary Shares, to be issued by the Depositary pursuant to the Deposit Agreement.
"Applicable Time" means [●] [a.m./p.m.] (New York City time) on the date of this Agreement.
"Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions are authorized or obligated by law, regulation, or executive order to be closed in New York City, New York, Munich, Germany, or Frankfurt am Main, Germany.
"Closing Date" means the date of delivery of and payment for the Firm ADSs, which is expected to be July 6, 2026 (the second Business Day following the date of pricing of the offering (T+2)), or such other date as may be agreed upon by the Company, the Selling Shareholders, and the Representative.
"Commission" or "SEC" means the Securities and Exchange Commission of the United States.
"Company" means Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany.
"Company ADSs" has the meaning set forth in the Recitals.
"Custodian" means the custodian appointed by the Depositary in the Federal Republic of Germany under the Deposit Agreement for the safekeeping of deposited Ordinary Shares in connection with the issuance of ADSs.
"Deposit Agreement" means the Deposit Agreement, to be dated as of [●], 2026, among the Company, Meridian Trust Company, National Association, as Depositary, and all holders and beneficial owners of ADSs issued thereunder, as the same may be amended or supplemented from time to time.
"Depositary" means Meridian Trust Company, National Association, a national banking association organized under the laws of the United States.
"Disclosure Package" means, collectively, (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Applicable Time, (ii) the Issuer Free Writing Prospectuses, if any, issued at or prior to the Applicable Time, and (iii) the Pricing Information set forth in Schedule II hereto, considered together.
"DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York.
"Effective Date" means the date on which the Registration Statement is declared effective by the Commission or is otherwise deemed effective under the Act (target date: June 22, 2026).
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
"Final Prospectus" or "Prospectus" means the final prospectus relating to the ADSs forming part of the Registration Statement, as filed with the Commission pursuant to Rule 424(b) under the Act, including all documents incorporated by reference therein at the time of such filing.
"FINRA" means the Financial Industry Regulatory Authority, Inc.
"Firm ADSs" means the 21,400,000 ADSs to be initially offered and sold pursuant to this Agreement, consisting of (i) 15,000,000 Company ADSs and (ii) 6,400,000 Selling Shareholder ADSs.
"Free Writing Prospectus" has the meaning set forth in Rule 405 under the Act.
"IFRS" means the International Financial Reporting Standards as adopted by the European Union, and as issued by the International Accounting Standards Board.
"Issuer Free Writing Prospectus" means each Free Writing Prospectus prepared by or on behalf of the Company, or used or referred to by the Company, in connection with the offering of the ADSs.
"Lock-Up Period" means the period commencing on the date of this Agreement and ending at the close of business on the date that is one hundred eighty (180) days after the date of this Agreement (expected expiration: December 28, 2026).
"Nasdaq" means the Nasdaq Global Select Market.
"Option ADSs" means up to 3,210,000 additional ADSs that the Underwriters have the option to purchase pursuant to Section 2(b) of this Agreement.
"Option Closing Date" means each date on which Option ADSs are to be delivered to and paid for by the Underwriters pursuant to the exercise, in whole or in part, of the option granted under Section 2(b) of this Agreement.
"Ordinary Shares" or "Shares" means the ordinary shares (Stammaktien), no par value (Stückaktien), of the Company.
"Preliminary Prospectus" means any preliminary prospectus relating to the ADSs included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act prior to the filing of the Prospectus.
"Pricing Agreement" means the separate agreement supplementing this Agreement, to be entered into between the parties hereto, setting forth the public offering price per ADS, the number of ADSs to be purchased, the underwriting discount per ADS, and such other pricing terms as the parties may agree.
"Pricing Information" means the information specified in Schedule II hereto.
"Registration Statement" means the Registration Statement on Form F-1 (File No. 333-[●]) filed by the Company with the Commission under the Act for the registration of the ADSs and the underlying Ordinary Shares, including all exhibits thereto, all amendments thereto (including post-effective amendments), and all documents incorporated by reference therein, and including the Registration Statement on Form F-6 (File No. 333-[●]) relating to the ADSs.
"Representative" means Westbridge Securities LLC, acting as representative of the several Underwriters.
"Selling Shareholders" means, collectively, Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and Kestrel Capital Partners Aktiengesellschaft, and "Selling Shareholder" means either of them individually.
"Selling Shareholder ADSs" has the meaning set forth in the Recitals.
"Transfer Agent" means Crestfield Transfer Services Inc., acting as transfer agent and registrar for the ADSs.
"Underwriting discount" means three and one-half percent (3.50%) of the public offering price per ADS, representing aggregate underwriting commissions of approximately $31,500,000 based on gross proceeds of $900,000,000 for the base offering of Firm ADSs.
SECTION 2. PURCHASE AND SALE
Section 2(a). *Agreement to Sell and Purchase Firm ADSs*.
Subject to the terms and conditions herein set forth and in the Pricing Agreement, the Company agrees to issue and sell to the several Underwriters, the Selling Shareholders agree to sell to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders, the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto.
The Firm ADSs to be sold consist of the following:
(i) Company ADSs: The Company agrees to issue and sell 15,000,000 ADSs (representing 30,000,000 newly issued Ordinary Shares) (the "Company ADSs") to the Underwriters.
(ii) Rheintal ADSs: Rheintal agrees to sell 4,250,000 ADSs (representing 8,500,000 existing Ordinary Shares) to the Underwriters.
(iii) Kestrel ADSs: Kestrel agrees to sell 2,150,000 ADSs (representing 4,300,000 existing Ordinary Shares) to the Underwriters.
The purchase price per ADS to be paid by the Underwriters to the Company and the Selling Shareholders (the "Purchase Price") shall be equal to the public offering price per ADS less the Underwriting discount of 3.50% of the public offering price per ADS, as set forth in the Pricing Agreement. The public offering price per ADS is expected to be within a range of $39.00 to $45.00 per ADS (implied midpoint: approximately $42.06 per ADS). The total gross proceeds from the sale of the Firm ADSs (base deal) are expected to be approximately $900,000,000. The total Underwriting discount on the base deal is expected to be approximately $31,500,000.
Section 2(b). *Overallotment Option (Greenshoe)*.
The Company and/or the Selling Shareholders hereby grant to the several Underwriters an option (the "Overallotment Option"), exercisable for a period of thirty (30) days after the date of the Final Prospectus, to purchase up to 3,210,000 additional ADSs (the "Option ADSs") at the Purchase Price. The Overallotment Option may be exercised in whole or in part, and from time to time, upon written notice from the Representative to the Company and the Selling Shareholders (each, an "Exercise Notice"). The Exercise Notice shall set forth the aggregate number of Option ADSs as to which the Overallotment Option is being exercised and the date on which such Option ADSs are to be delivered (each, an "Option Closing Date"), which Option Closing Date shall be not later than two (2) Business Days after the date of the Exercise Notice.
If the Overallotment Option is exercised in full at the expected midpoint price of approximately $42.06 per ADS, the additional gross proceeds would be approximately $134,972,600, bringing the maximum total offering size to approximately $1,034,972,600.
The allocation of Option ADSs between the Company and the Selling Shareholders shall be as set forth in the Pricing Agreement. Each Underwriter, severally and not jointly, agrees to purchase the number of Option ADSs (subject to such adjustment as the Representative may determine to avoid fractional shares) obtained by multiplying the number of Option ADSs to be sold by a fraction, the numerator of which is the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I and the denominator of which is the total number of Firm ADSs.
Section 2(c). *Payment and Delivery*.
(i) Payment. Payment of the Purchase Price for the Firm ADSs shall be made by the Underwriters to the Company and the Selling Shareholders on the Closing Date by wire transfer of immediately available funds in United States dollars to such accounts as shall be designated by the Company and each Selling Shareholder, respectively, in writing to the Representative not later than two (2) Business Days prior to the Closing Date. Payment for any Option ADSs shall be made in the same manner on the applicable Option Closing Date.
(ii) Net Proceeds. The estimated net proceeds from the offering (base deal, assuming a midpoint price of approximately $42.06 per ADS) are as follows:
(A) Net proceeds to the Company (primary offering): approximately $607,950,000, calculated as gross proceeds of approximately $630,000,000 (15,000,000 Company ADSs × $42.00 per ADS) less the Company's proportionate share of the Underwriting discount (approximately $22,050,000).
(B) Net proceeds to the Selling Shareholders (secondary offering): approximately $260,550,000, calculated as gross proceeds of approximately $270,000,000 (6,400,000 Selling Shareholder ADSs × approximately $42.19 per ADS) less the Selling Shareholders' proportionate share of the Underwriting discount (approximately $9,450,000).
(iii) Delivery. On the Closing Date (and on each Option Closing Date, as applicable), the ADSs shall be delivered by or on behalf of the Company and the Selling Shareholders to the Underwriters through the facilities of DTC in book-entry form against payment of the Purchase Price. In connection therewith, the Ordinary Shares underlying the ADSs shall be deposited with the Custodian in Germany under and pursuant to the Deposit Agreement, and upon confirmation of such deposit, the Depositary (Meridian Trust Company, National Association) shall issue the corresponding ADSs through DTC for credit to the accounts of the Underwriters or their designees.
(iv) Location of Closing. The closing of the purchase and sale of the Firm ADSs (and any Option ADSs) shall take place at the offices of Calderwood & Harkness LLP, One Liberty Plaza, 42nd Floor, New York, NY 10006, or at such other place as may be agreed upon in writing by the Company, the Selling Shareholders, and the Representative.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to each of the Underwriters, as of the date hereof, as of the Applicable Time, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
Section 3(a). *Organization and Good Standing*.
The Company is a stock corporation (Aktiengesellschaft) duly organized, validly existing, and in good standing under the laws of the Federal Republic of Germany. The Company is registered in the Commercial Register (Handelsregister) of the Amtsgericht München under registration number HRB 217458, with its registered office (Sitz) at Maximilianstraße 72, 80539 Munich, Germany. The Company's Legal Entity Identifier (LEI) is 5299007KBTVZ3XQHGL48. The Company has all requisite corporate power and authority (Geschäftsführungsbefugnis) to own, lease, and operate its properties and assets and to conduct its business as currently conducted and as described in the Registration Statement and the Prospectus.
Section 3(b). *Subsidiaries*.
Each material subsidiary of the Company (each, a "Subsidiary") is duly organized, validly existing, and in good standing (or its equivalent) under the laws of its respective jurisdiction of organization, and has all requisite corporate or similar power and authority to own, lease, and operate its properties and to conduct its business as currently conducted. The material Subsidiaries are as follows:
(i) Halcyon Semiconductor USA Inc., a corporation organized under the laws of the State of Delaware (one hundred percent (100%) owned by the Company); 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.
(ii) Halcyon Power Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany (one hundred percent (100%) owned by the Company); registered office: Königsbrücker Straße 180, 01099 Dresden, Germany.
(iii) Halcyon Asia Pacific Pte. Ltd., a private limited company organized under the laws of the Republic of Singapore (one hundred percent (100%) owned by the Company); registered office: 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981.
(iv) Halcyon Shanghai Semiconductor Co., Ltd., a wholly foreign-owned enterprise (WFOE) organized under the laws of the People's Republic of China (one hundred percent (100%) owned by the Company); registered office: No. 500 Zhangheng Road, Pudong New Area, Shanghai 201203, PRC.
(v) Halcyon Automotive Components s.r.o., a společnost s ručením omezeným organized under the laws of the Czech Republic (one hundred percent (100%) owned by the Company); registered office: Technologický park 6, 612 00 Brno, Czech Republic.
All of the outstanding equity interests in each Subsidiary are duly authorized, validly issued, fully paid, and non-assessable (or the local law equivalent), and are owned, directly or indirectly, by the Company free and clear of all liens, encumbrances, security interests, pledges, charges, equities, claims, and restrictions of any kind, except as described in the Registration Statement and the Prospectus.
Section 3(c). *Capitalization*.
(i) Pre-Offering Capitalization. As of the date of this Agreement, the authorized share capital of the Company consists of Ordinary Shares, no par value (Stückaktien), and there are 215,000,000 Ordinary Shares issued and outstanding. The major shareholders of the Company prior to this offering are as follows:
(ii) Post-Offering Capitalization. Immediately following the closing of this offering (excluding the exercise of the Overallotment Option), there will be 245,000,000 Ordinary Shares issued and outstanding (consisting of 215,000,000 currently outstanding Ordinary Shares plus 30,000,000 newly issued Ordinary Shares). Following the offering, the major shareholders will hold the following interests:
(A) Rheintal: 39,445,000 Ordinary Shares (approximately 16.1% of 245,000,000 outstanding Ordinary Shares).
(B) Kestrel: 16,555,000 Ordinary Shares (approximately 6.8% of 245,000,000 outstanding Ordinary Shares).
(iii) Valid Issuance. All outstanding Ordinary Shares are duly authorized, validly issued, fully paid (voll eingezahlt), and non-assessable. The 30,000,000 new Ordinary Shares to be issued by the Company in connection with this offering have been or will be duly authorized and, upon issuance and delivery in accordance with the terms of this Agreement and the Deposit Agreement, will be validly issued, fully paid, and non-assessable.
(iv) Authorized Capital. The Company's articles of association (Satzung) provide for authorized capital (genehmigtes Kapital) in an amount sufficient to permit the issuance of the 30,000,000 new Ordinary Shares, and the management board (Vorstand) of the Company, with the consent of the supervisory board (Aufsichtsrat), has been duly authorized to issue such shares.
(v) Pre-Emptive Rights. The pre-emptive rights (Bezugsrechte) of existing shareholders with respect to the 30,000,000 new Ordinary Shares to be issued in connection with this offering have been or will be validly excluded (Bezugsrechtsausschluss) in accordance with the provisions of the German Stock Corporation Act (Aktiengesetz) and the Company's articles of association.
Section 3(d). *Authorization; Valid Issuance*.
The Company has full corporate power and authority to enter into this Agreement and the Pricing Agreement, and to perform its obligations hereunder and thereunder. The management board (Vorstand) of the Company and the supervisory board (Aufsichtsrat) of the Company have duly authorized the execution, delivery, and performance of this Agreement, the Pricing Agreement, and the Deposit Agreement, the issuance of the 30,000,000 new Ordinary Shares, and the deposit of such Ordinary Shares with the Custodian for the purpose of issuing the Company ADSs. All corporate action required to be taken for the due and proper authorization, issuance, sale, and delivery of the ADSs and the underlying Ordinary Shares has been duly and validly taken.
The ADSs, when issued and delivered by the Depositary against the deposit of Ordinary Shares with the Custodian and against payment of the Purchase Price therefor in accordance with the terms of this Agreement and the Deposit Agreement, will be validly issued, fully paid, and non-assessable (to the extent such concepts are applicable under the laws governing the Deposit Agreement), and the holders thereof will be entitled to the rights and privileges set forth in the Deposit Agreement.
No approval, authorization, order, consent, registration, filing, qualification, license, or permit of or with any court, governmental body, regulatory agency, self-regulatory organization, or other authority is required for the execution, delivery, or performance of this Agreement, the Pricing Agreement, or the Deposit Agreement by the Company, or for the valid issuance, sale, and delivery of the ADSs and the underlying Ordinary Shares, except (A) such as have been obtained or made, (B) the registration of the ADSs and Ordinary Shares under the Act (which has been effected), (C) such as may be required under state securities or "blue sky" laws, (D) such as may be required by Nasdaq, FINRA, or the Frankfurt Stock Exchange, and (E) such as may be required under the securities laws of any foreign jurisdiction in which the ADSs are offered.
Section 3(e). *Registration Statement and Prospectus*.
The Registration Statement on Form F-1 (File No. 333-[●]) has been filed with the Commission under the Act and has become effective. A Registration Statement on Form F-6 (File No. 333-[●]) has been filed with the Commission under the Act for the registration of the ADSs and has become effective. No stop order suspending the effectiveness of either Registration Statement has been issued, and no proceedings for that purpose have been instituted or threatened by the Commission. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.
The Registration Statement, the Prospectus, and the Disclosure Package, at the respective times of their filing with the Commission, at the Effective Date, at the Applicable Time, and at the Closing Date (and each Option Closing Date, if any), did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus filed as part of the Registration Statement or filed pursuant to Rule 424 under the Act, at the time of its filing, complied in all material respects with the requirements of the Act and the rules and regulations of the Commission thereunder.
The financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of IFRS and present fairly in all material respects the financial condition, results of operations, changes in equity, and cash flows of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated therein.
Blackmere & Whitfield LLP, a limited liability partnership registered with the Public Company Accounting Oversight Board ("PCAOB"), and Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, which have audited the consolidated financial statements of the Company included in the Registration Statement and the Prospectus, are (i) independent registered public accounting firms with respect to the Company within the meaning of the Act and the applicable rules and regulations of the PCAOB, and (ii) in the case of Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft, a Wirtschaftsprüfungsgesellschaft duly registered with the Wirtschaftsprüferkammer (Chamber of Public Accountants) of Germany.
Section 3(f). *Foreign Private Issuer Status*.
The Company qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. More than fifty percent (50%) of the Company's outstanding voting securities are directly or indirectly held by non-residents of the United States, and no United States-nexus disqualification criterion specified in Rule 3b-4(c) under the Exchange Act applies to the Company. Accordingly, the Company is not required to comply with the proxy solicitation rules under Section 14 of the Exchange Act, and the reporting obligations of its officers, directors, and principal shareholders under Section 16 of the Exchange Act do not apply.
Section 3(g). *PFIC Status*.
The Company is not, and based on the current and anticipated composition of its income, assets, and operations, does not expect to become, a "passive foreign investment company" within the meaning of Sections 1291 through 1298 of the Internal Revenue Code of 1986, as amended (the "Code"). For the taxable year ended December 31, 2025, and for each prior taxable year during which the Company has been in existence, less than twenty-five percent (25%) of the Company's gross income was passive income (within the meaning of Section 1297(b) of the Code), and less than fifty percent (50%) of the Company's assets (by value, determined on the basis of a quarterly average) produced or were held for the production of passive income. The Company intends to monitor its PFIC status on an annual basis and will disclose any change in such status in its reports filed under the Exchange Act.
Section 3(h). *No Material Adverse Change*.
Since the date of the most recent audited and unaudited financial statements included in the Registration Statement and the Prospectus (which reflect the Company's financial position as of and for the fiscal year ended December 31, 2025, reporting revenue of €3,820,000,000, EBITDA of €1,069,000,000, and net income of €612,000,000), there has been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, assets, properties, management, or prospects of the Company and its Subsidiaries, taken as a whole, except as described in the Registration Statement and the Prospectus.
Section 3(i). *Compliance with Laws*.
The Company and each of its Subsidiaries are, and have been at all relevant times, in compliance in all material respects with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, and directives of any governmental authority having jurisdiction over them or their respective properties, assets, or operations, including, without limitation:
(i) the securities laws of the Federal Republic of Germany, including the German Securities Trading Act (Wertpapierhandelsgesetz — WpHG) and the German Securities Prospectus Act (Wertpapierprospektgesetz — WpPG);
(ii) applicable regulations of the European Union, including the Market Abuse Regulation (Regulation (EU) No 596/2014) and the Prospectus Regulation (Regulation (EU) 2017/1129);
(iii) United States federal and state securities laws, including the Act and the Exchange Act;
(iv) export control regulations, including the Export Administration Regulations (EAR) administered by the U.S. Bureau of Industry and Security and the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State;
(v) economic sanctions laws and regulations, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) and applicable EU sanctions regulations;
(vi) anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and applicable German anti-corruption statutes; and
(vii) data privacy and protection laws, including the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR).
Neither the Company nor any of its Subsidiaries has received any written notice from any governmental authority alleging any material non-compliance with any of the foregoing.
Section 3(j). *Listing*.
The Company has applied for the listing of the ADSs on the Nasdaq Global Select Market under the ticker symbol "HCYN," and has received no indication that such application will not be approved. The Company's existing Ordinary Shares are, and at the Closing Date will continue to be, listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the ticker symbol "HCY" in the Prime Standard segment of the Regulated Market. The Company is in compliance in all material respects with all applicable listing requirements of both Nasdaq and the Frankfurt Stock Exchange.
Section 3(k). *No Litigation*.
Except as disclosed in the Registration Statement and the Prospectus, there are no pending or, to the knowledge of the Company, threatened actions, suits, proceedings, arbitrations, investigations, inquiries, or claims before or by any court, governmental agency, regulatory body, or arbitral tribunal (whether in the United States, Germany, or any other jurisdiction) against or affecting the Company or any of its Subsidiaries, or any of their respective properties, assets, officers, or directors, that, individually or in the aggregate, would reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), results of operations, business, assets, properties, or prospects of the Company and its Subsidiaries, taken as a whole, or (ii) prevent or materially impair the ability of the Company to perform its obligations under this Agreement, the Pricing Agreement, or the Deposit Agreement.
Section 3(l). *intellectual Property*.
The Company and its Subsidiaries own or have valid and enforceable licenses to use all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, trade secrets, know-how, and other intellectual property rights (collectively, "intellectual Property") that are material to the conduct of their business as currently conducted, including, without limitation, their proprietary silicon carbide (SiC) and gallium nitride (GaN) power semiconductor technology. To the knowledge of the Company, no third party is infringing, misappropriating, or otherwise violating any intellectual Property owned by the Company or any Subsidiary in any material respect, and neither the Company nor any Subsidiary is infringing, misappropriating, or otherwise violating any intellectual Property of any third party in any material respect.
Section 3(m). *Tax Matters*.
The Company and each of its Subsidiaries have filed all material tax returns required to be filed in each jurisdiction in which they are subject to taxation, and all such tax returns are true, correct, and complete in all material respects. The Company and each of its Subsidiaries have paid all material taxes, assessments, fees, and other charges due and payable (whether or not shown on any tax return), except for taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with IFRS.
The statutory German withholding tax rate applicable to dividends paid on the Ordinary Shares is 26.375%, comprised of 25% Kapitalertragsteuer (capital gains withholding tax) plus 5.5% Solidaritätszuschlag (solidarity surcharge) thereon. Under the income tax treaty between the Federal Republic of Germany and the United States of America (Article 10), United States holders of ADSs who are eligible for treaty benefits may be entitled to claim a reduced withholding rate of 15% on dividends.
Section 3(n). *Internal Controls and Sarbanes-Oxley*.
The Company maintains, and at all relevant times has maintained, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorization, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with IFRS and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
As a foreign private issuer, the Company will be subject to the internal controls assessment requirements under Section 404(b) of the Sarbanes-Oxley Act of 2002 beginning with the fiscal year ending December 31, 2027 (reflecting the extended phase-in period applicable to foreign private issuers that qualify as emerging growth companies or non-accelerated filers under applicable SEC rules). The Company is taking, and will continue to take, steps to ensure that it will be in a position to comply with such requirements on a timely basis.
Section 3(o). *Environmental*.
The Company and its Subsidiaries are in compliance in all material respects with all applicable environmental laws, rules, regulations, orders, permits, and directives in each jurisdiction in which they operate, including those governing the emission, discharge, release, or disposal of hazardous substances, the handling and disposal of waste materials, and the remediation of contaminated sites. The Company and its Subsidiaries hold all environmental permits, licenses, and approvals necessary for the conduct of their manufacturing operations, including those at the Munich headquarters, the Dresden Fab 2 facility, the Dresden Fab 3 facility (currently under construction), and the Brno, Czech Republic facility. There is no pending or, to the knowledge of the Company, threatened environmental litigation, investigation, or remediation obligation that would reasonably be expected to have a material adverse effect on the Company.
Section 3(p). *Related-Party Transactions*.
All transactions and arrangements between the Company and its affiliates (including Rheintal Industrieholding GmbH and its affiliated entities) have been disclosed in the Registration Statement and the Prospectus in accordance with Item 7.B of Form 20-F, and all such transactions have been conducted on terms no less favorable to the Company than those that would have been obtainable from unaffiliated third parties. Without limiting the generality of the foregoing, the Company has disclosed in the Registration Statement and the Prospectus that Margarethe Wendt, the Managing Director (Geschäftsführerin) of Rheintal Industrieholding GmbH, is the sister of Dr. Friedrich Wendt, the Chief Executive Officer (Vorstandsvorsitzender) of the Company.
Section 3(q). *Insurance*.
The Company maintains insurance coverage in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of its business and the protection of its properties and assets, all as described in the Registration Statement and the Prospectus. In connection with this offering, the Company has obtained a United States-compliant directors' and officers' liability insurance program (the "D&O Program") with total aggregate limits of $75,000,000, placed through Clearwater D&O Insurance Brokers Ltd. The D&O Program is structured as follows:
(i) Primary Layer: Thornhill Assurance plc — $15,000,000 limit of liability.
(ii) First Excess Layer: Arcadian Indemnity Corp. — $20,000,000 limit of liability excess of $15,000,000 (attaching at $15,000,000).
(iii) Second Excess Layer: Helmsman Re Ltd. — $20,000,000 limit of liability excess of $35,000,000 (attaching at $35,000,000).
(iv) Third Excess Layer: Nordic Specialty Insurance SE — $20,000,000 limit of liability excess of $55,000,000 (attaching at $55,000,000).
The estimated total annual premium for the D&O Program is $2,800,000. All policies comprising the D&O Program are in full force and effect, and no claims have been made thereunder as of the date hereof.
Section 3(r). *No Stabilization or Manipulation*.
Neither the Company nor any person acting on its behalf has taken, directly or indirectly, any action that is designed to, or that would reasonably be expected to, cause or result in the stabilization or manipulation of the price of the ADSs or the Ordinary Shares in contravention of Regulation M under the Exchange Act, the Market Abuse Regulation (Regulation (EU) No 596/2014), or any other applicable law or regulation.
Section 3(s). *Employee Benefit Plans*.
The Company does not maintain any employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code. The Halcyon Employee Stock Ownership Trust ("ESOT"), which holds 6,665,000 Ordinary Shares (approximately 3.1% of the Company's outstanding Ordinary Shares prior to the offering), is organized under and governed by the laws of the Federal Republic of Germany and is not a "plan" within the meaning of ERISA. The ESOT and all German employee benefit plans maintained by the Company and its Subsidiaries have been established, maintained, and administered in compliance in all material respects with their governing documents and all applicable German and other non-U.S. laws, as described in the Registration Statement and the Prospectus.
Section 3(t). *Sanctions and Anti-Money Laundering*.
Neither the Company nor any of its Subsidiaries, nor any director, officer, or employee thereof, nor, to the knowledge of the Company, any agent or representative of the Company or any Subsidiary, is a person or entity that is, or is owned or controlled by one or more persons or entities that are, (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, the Federal Republic of Germany, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive Sanctions (each, a "Sanctioned Person"). The operations of Halcyon Shanghai Semiconductor Co., Ltd. in the People's Republic of China are conducted in compliance with all applicable Sanctions, export control regulations (including the EAR), and anti-corruption laws. The Company and its Subsidiaries have implemented and maintain policies and procedures reasonably designed to ensure compliance with applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act, and the EU Anti-Money Laundering Directives.
Section 3(u). *Deposit Agreement*.
The Deposit Agreement has been duly authorized by all necessary corporate action on the part of the Company and, when executed and delivered by the Company and the Depositary, will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in equity or at law). The Deposit Agreement is governed by the laws of the State of Delaware.
Section 3(v). *Use of Proceeds*.
The Company intends to use the net proceeds from the sale of the Company ADSs (estimated at approximately $607,950,000 based on the midpoint of the expected price range) as follows:
The Company will not use any proceeds from this offering in any manner that would require any action by the Company that is not consistent with its stated corporate purposes as set forth in its articles of association (Satzung).
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS
Each Selling Shareholder, severally and not jointly, hereby represents and warrants to each of the Underwriters and the Company, as of the date hereof, as of the Applicable Time, as of the Closing Date, and as of each Option Closing Date (if any), as follows:
Section 4(a). *Organization and Authority — Rheintal*.
Rheintal Industrieholding GmbH is a Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal has full corporate power and authority to enter into this Agreement and the Pricing Agreement, and to sell, transfer, and deliver 4,250,000 ADSs (representing 8,500,000 Ordinary Shares). All corporate action required to be taken by Rheintal for the due and proper authorization, execution, delivery, and performance of this Agreement and the Pricing Agreement has been duly and validly taken, including, without limitation, all necessary resolutions of Rheintal's shareholders and managing directors. Margarethe Wendt, Managing Director (Geschäftsführerin) of Rheintal, is duly authorized to execute and deliver this Agreement and the Pricing Agreement on behalf of Rheintal and to take all actions contemplated hereby and thereby.
Section 4(b). *Organization and Authority — Kestrel*.
Kestrel Capital Partners AG is an Aktiengesellschaft duly organized and validly existing under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel has full corporate power and authority to enter into this Agreement and the Pricing Agreement, and to sell, transfer, and deliver 2,150,000 ADSs (representing 4,300,000 Ordinary Shares). All corporate action required to be taken by Kestrel for the due and proper authorization, execution, delivery, and performance of this Agreement and the Pricing Agreement has been duly and validly taken, including, without limitation, all necessary resolutions of Kestrel's board of directors (Verwaltungsrat). Henrik Sørensen, Managing Partner, is duly authorized to execute and deliver this Agreement and the Pricing Agreement on behalf of Kestrel and to take all actions contemplated hereby and thereby.
Section 4(c). *Title to Shares*.
Each Selling Shareholder has, and at the Closing Date (and each Option Closing Date, as applicable) will have, valid title to the Ordinary Shares to be sold by such Selling Shareholder hereunder, free and clear of all liens, encumbrances, equities, security interests, pledges, charges, claims, and restrictions of any kind (other than restrictions described in the Registration Statement and the Prospectus and restrictions under the Act and applicable state and foreign securities laws). Upon delivery of such Ordinary Shares to the Custodian and the issuance of corresponding ADSs by the Depositary, and payment of the Purchase Price therefor, the Underwriters will acquire valid title to the ADSs so purchased, free and clear of any adverse claim.
Section 4(d). *No Conflicts*.
The execution, delivery, and performance of this Agreement and the Pricing Agreement by each Selling Shareholder, and the consummation of the transactions contemplated hereby and thereby (including the sale and delivery of the Ordinary Shares and corresponding ADSs), will not (i) conflict with or result in a breach or violation of any of the terms, conditions, or provisions of the organizational documents (Gesellschaftsvertrag or Statuten, as applicable) of such Selling Shareholder, (ii) conflict with, result in a breach or violation of, or constitute a default under (or an event that, with notice or lapse of time or both, would constitute a default under), any indenture, mortgage, deed of trust, loan agreement, lease, license, or other agreement or instrument to which such Selling Shareholder is a party or by which any of its properties or assets are bound, or (iii) result in any violation of any law, statute, rule, regulation, order, judgment, or decree of any court or governmental authority having jurisdiction over such Selling Shareholder or any of its properties or assets.
Section 4(e). *Disclosure*.
The information furnished in writing by each Selling Shareholder, or on its behalf, specifically for inclusion in the Registration Statement and the Prospectus (including, without limitation, the information set forth under the captions "Selling Shareholders," "Principal and Selling Shareholders," and "Certain Relationships and Related-Party Transactions" to the extent relating to such Selling Shareholder) does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 4(f). *No Stabilization*.
No Selling Shareholder has taken, and no Selling Shareholder will take, directly or indirectly, any action that is designed to, or that would reasonably be expected to, cause or result in the stabilization or manipulation of the price of the ADSs or the Ordinary Shares in contravention of Regulation M under the Exchange Act, the Market Abuse Regulation, or any other applicable law or regulation.
Section 4(g). *Lock-Up*.
Each Selling Shareholder agrees to be bound by the lock-up provisions set forth in Section 5 of this Agreement.
Section 4(h). *Custody Agreement and Power of Attorney*.
Each Selling Shareholder has duly executed and delivered a Custody Agreement and an irrevocable Power of Attorney (collectively, the "Custody Documents"), in form and substance satisfactory to the Representative, authorizing and directing the delivery of such Selling Shareholder's Ordinary Shares to the Custodian under the Deposit Agreement for the purpose of enabling the Depositary to issue the corresponding ADSs. The Custody Documents constitute valid and legally binding obligations of each Selling Shareholder, enforceable against such Selling Shareholder in accordance with their respective terms.
SECTION 5. LOCK-UP AGREEMENTS
Section 5(a). *Company Lock-Up*.
The Company agrees that, during the Lock-Up Period (being the period commencing on the date of this Agreement and ending at the close of business on the date that is one hundred eighty (180) days after the date of this Agreement), it will not, without the prior written consent of the Representative (Westbridge Securities LLC), directly or indirectly:
(i) offer, sell, contract to sell, pledge, grant any option for the sale of, or otherwise dispose of or transfer (or publicly disclose the intention to do any of the foregoing), any Ordinary Shares or ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs;
(ii) enter into any swap, hedge, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or ADSs, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares, ADSs, or such other securities, in cash, or otherwise; or
(iii) file or cause to become effective any registration statement under the Act relating to any Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs;
provided, however, that the foregoing restrictions shall not apply to:
(A) the issuance and sale of the Company ADSs and the corresponding Ordinary Shares in connection with this offering;
(B) the issuance of Ordinary Shares pursuant to the exercise of options, restricted stock units, or other equity awards outstanding or reserved under the Company's existing employee benefit plans (including the ESOT) as disclosed in the Registration Statement and the Prospectus; and
(C) the issuance of Ordinary Shares (and corresponding ADSs) in connection with the exercise of the Overallotment Option by the Underwriters pursuant to Section 2(b) hereof.
Section 5(b). *Selling Shareholder Lock-Up*.
Each Selling Shareholder agrees that, during the Lock-Up Period, it will not, without the prior written consent of Westbridge Securities LLC, directly or indirectly, offer, sell, contract to sell, pledge, grant any option for the sale of, or otherwise dispose of or transfer, or enter into any swap, hedge, or other arrangement that transfers any of the economic consequences of ownership of, any Ordinary Shares or ADSs retained by such Selling Shareholder following the consummation of this offering (Rheintal: 39,445,000 retained Ordinary Shares; Kestrel: 16,555,000 retained Ordinary Shares), or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs. The foregoing restrictions are subject to the same exceptions applicable to the Company as set forth in Section 5(a), to the extent relevant.
Section 5(c). *Officer and Director Lock-Up*.
Each of the following officers and directors of the Company has executed and delivered, or will execute and deliver prior to the Closing Date, a separate lock-up letter agreement in the form attached hereto as Exhibit A: Dr. Friedrich Wendt (Chief Executive Officer / Vorstandsvorsitzender), Katarina Dalmqvist (Chief Financial Officer / Finanzvorstand), Dr. Marcus Helder (Chief Technology Officer), Ingrid Baumann (Chief Operating Officer), Wilhelm Ostermann (General Counsel / Chefjustitiar), and Prof. Dr. Anneliese Voss (Chairwoman of the Supervisory Board / Aufsichtsratsvorsitzende). Such lock-up letter agreements restrict the transfer, hedging, pledging, and other disposition of Ordinary Shares, ADSs, and related securities for a period of one hundred eighty (180) days following the date of this Agreement, subject to limited exceptions for gifts, transfers to trusts for estate planning purposes, and similar transfers, provided that the transferee agrees to be bound by the same lock-up restrictions.
Section 5(d). *Lock-Up Consent Mechanics*.
The Representative may, in its sole discretion and at any time, release any or all of the securities subject to the lock-up restrictions set forth in this Section 5, without notice to or consent of any other party. Any such release shall be effective upon the delivery of written notice by the Representative to the relevant person or entity. Based on a pricing date of July 1, 2026, the Lock-Up Period is expected to expire on December 28, 2026.
SECTION 6. COVENANTS OF THE COMPANY
The Company hereby covenants and agrees with each of the Underwriters as follows:
Section 6(a). *Prospectus Delivery*.
The Company will deliver, or cause to be delivered, to the Representative and the Underwriters, without charge, as many copies of the Prospectus (including all amendments and supplements thereto) as the Representative may reasonably request for the purposes contemplated by the Act. The Company consents to the use of the Prospectus by the Underwriters and by dealers to whom ADSs may be sold, in connection with the offering and sale of the ADSs, for such period as in the opinion of counsel to the Underwriters the Prospectus is required by law to be delivered in connection with sales of ADSs by any Underwriter or dealer.
Section 6(b). *Amendments and Supplements*.
The Company will not file any amendment to the Registration Statement or any supplement to the Prospectus (including any Issuer Free Writing Prospectus) without first furnishing copies thereof to the Representative and its counsel (Varen & Kessler LLP) a reasonable period of time prior to the proposed filing and will not file any such amendment or supplement to which the Representative shall reasonably object in writing. The Company will promptly prepare and file with the Commission any amendment or supplement to the Registration Statement or Prospectus that may be necessary or advisable in connection with the distribution of the ADSs by the Underwriters.
Section 6(c). *Notification*.
The Company will promptly notify the Representative (and confirm such notice in writing) of:
(i) the receipt of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus, or for any additional information;
(ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose;