1032-00006 · Halcyon Semiconductor Inc · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

599 Lexington Avenue, 38th Floor New York, NY 10022

MEMORANDUM — CONFIDENTIAL / INTERNAL USE ONLY

Date: February 3, 2025

To: Office of the General Counsel, Calderwood & Harkness LLP

From: Leonard Cross, Partner, Tax Department; Sylvia Hartwell, Partner, Tax Department

Re: New Matter Conflict Check — Halcyon Semiconductor AG and Halcyon Semiconductor Inc. — Bilateral Advance Pricing Agreement and Transfer Pricing Documentation

Matter Number: 1032-00006

Billing Code: HSAG-TP-2025

1. Purpose and Summary of Conclusion

The purpose of this memorandum is to memorialize the results of a conflicts of interest check conducted in connection with the proposed new engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Halcyon Semiconductor AG ("HSAG") and its wholly owned United States subsidiary, Halcyon Semiconductor Inc. ("HSI," and together with HSAG, the "Clients"), for legal representation in connection with the negotiation and submission of a bilateral Advance Pricing Agreement ("APA") between the Internal Revenue Service ("IRS") of the United States and the German Federal Central Tax Office (Bundeszentralamt für Steuern, or "BZSt"), as well as the preparation of related contemporaneous transfer pricing documentation, including a Master File and United States Local Files, for fiscal years 2022 through 2024.

This conflict check was initiated on January 30, 2025, following a preliminary discussion between C&H Partner Leonard Cross and Dr. Erwin Fassbinder, SVP Group Tax of HSAG, regarding the potential scope and timing of the engagement. The engagement was formally opened in the Firm's matter management system on February 3, 2025. The engagement letter documenting the terms and scope of the representation is targeted for execution on or about March 10, 2025.

Conclusion: Based on a comprehensive review of all relevant parties, entities, individuals, government authorities, co-counsel, consultants, auditors, and financial institutions identified in connection with this engagement, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed representation. The matter may proceed to the engagement letter stage without restriction.

The responsible partner for this engagement is Leonard Cross, Partner in the Tax Department. The billing partner is Sylvia Hartwell, Partner in the Tax Department. The lead associate assigned to the matter is Leila Nazari, Senior Associate in the Tax Department. The working associate assigned to the matter is Robert Jansen, Associate in the Tax Department.

2. Description of the Proposed Engagement

2.1 Client Identification

The following entities have been identified as clients in connection with this engagement. Full identifying information is provided to facilitate current and future conflict checks and to ensure completeness of the Firm's records.

Halcyon Semiconductor AG ("HSAG")

HSAG is a corporation organized as an Aktiengesellschaft under the laws of the Federal Republic of Germany, with its registered office located at Halcyon-Allee 12, 01099 Dresden, Saxony, Germany. HSAG is publicly listed on the Frankfurt Stock Exchange and trades on the XETRA electronic trading platform. HSAG's International Securities Identification Number (ISIN) is DE000HSA0017, and its Wertpapierkennnummer (WKN) is HSA001. For German tax purposes, HSAG's Steuernummer is 203/118/04527, and its Value Added Tax Identification Number (USt-IdNr.) is DE 814 723 956. HSAG is the ultimate parent of the Halcyon Semiconductor group of companies, which designs, manufactures, and distributes advanced semiconductor products for automotive, industrial, and communications applications. HSAG's key personnel relevant to this engagement are as follows:

• Chief Executive Officer: Dr. Klaus-Dieter Wehrheim

• Chief Financial Officer: Margarethe Stein

• Senior Vice President, Group Tax: Dr. Erwin Fassbinder

• Chief Technology Officer: Dr. Hendrik Möller

Halcyon Semiconductor Inc. ("HSI")

HSI is a corporation organized under the laws of the State of Delaware, with Delaware Division of Corporations File Number 7341825. HSI is a wholly owned subsidiary of HSAG and serves as the primary operating entity for the Halcyon Semiconductor group in the United States market. HSI's Employer Identification Number (EIN) is 84-2917630. HSI's registered agent in Delaware is c/o Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. HSI's principal office is located at 8700 Parmer Lane, Building 4, Austin, Texas 78729. HSI also maintains the following additional locations within the United States:

• Design Center: 2455 Augustine Drive, Suite 300, Santa Clara, California 95054

• Regional Sales Office: Southfield, Michigan

• Regional Sales Office: Beaverton, Oregon

HSI's key personnel relevant to this engagement are as follows:

• President & General Manager: Victor Almeida

• Vice President, Tax: Priya Raghavan

• Vice President, Supply Chain Operations: Thomas Kuroda

2.2 Nature of the Engagement

Calderwood & Harkness LLP is being engaged to represent HSAG and HSI in connection with the following matters:

Bilateral Advance Pricing Agreement. The Firm will prepare, file, and negotiate a bilateral APA request to be submitted to the IRS Advance Pricing and Mutual Agreement Program ("APMA Program") under Revenue Procedure 2015-41, and coordinated with the German competent authority, the Bundeszentralamt für Steuern, pursuant to Article 25 (Mutual Agreement Procedure) of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed June 29, 2006 (the "US-Germany Income Tax Treaty"). The bilateral APA will cover the pricing of intercompany transactions within the US-Germany semiconductor supply chain of the Halcyon group. The Firm's role will encompass the preparation of the APA request submission, including the required economic analysis, selection and defense of the appropriate transfer pricing methodology, preparation of financial and functional analyses, coordination with the Clients' German tax counsel (Kettner Pflüger Rechtsanwälte, as described in Section 3.4 below) on the German-side filing, attendance at and preparation for APA conferences with the IRS APMA team, and negotiation of the terms of the APA agreement itself.

Contemporaneous Transfer Pricing Documentation. In conjunction with the APA request, the Firm will prepare contemporaneous transfer pricing documentation in the form of a Master File and United States Local Files for fiscal years 2022 through 2024, consistent with the requirements of Sections 482 and 6662(e) of the Internal Revenue Code and the regulations thereunder, as well as the documentation standards set forth in the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition). This documentation will serve both as a penalty protection mechanism for the prior-year rollback period and as foundational support for the APA submission.

Covered Controlled Transactions. The engagement will address three categories of controlled transactions between HSAG and HSI:

(i) Tangible Goods — Wafer and Die Sales. HSAG manufactures semiconductor wafers and dies at its fabrication facilities in Dresden, Germany, and sells these products to HSI for finishing, testing, packaging, and distribution in the North American market. For fiscal year 2024, the aggregate value of these intercompany sales of tangible goods was approximately €987.6 million.

(ii) Royalties for Licensed Semiconductor intellectual Property. HSAG licenses certain semiconductor design and process technology intellectual property to HSI under an intercompany license agreement. HSI pays royalties to HSAG for the use of this licensed IP in connection with its US operations. For fiscal year 2024, royalty payments from HSI to HSAG totaled approximately €68.4 million.

(iii) Cost-Sharing Contributions under a Qualified Cost Sharing Arrangement. HSAG and HSI are parties to a Qualified Cost Sharing Arrangement ("QCSA") for the joint development of next-generation semiconductor technology. Each party makes contributions to the arrangement in proportion to its reasonably anticipated benefits. For fiscal year 2024, HSI's cost-sharing contributions to the QCSA totaled approximately €224.6 million.

In aggregate, annual intercompany flows between HSAG and HSI across all three categories of controlled transactions are approximately €1.28 billion.

Proposed APA Term. The proposed APA will cover five prospective tax years, from January 1, 2025 through December 31, 2029, together with a rollback for three prior tax years, from January 1, 2022 through December 31, 2024, for a total covered period of eight tax years.

Applicable Law. The engagement will involve the application of, among others, the following legal authorities:

• Internal Revenue Code §§ 482, 6662(e), and 6662(h)

• Treasury Regulations §§ 1.482-1 through 1.482-9 and § 1.6662-6

• Revenue Procedure 2015-41

• OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition)

• Article 25 of the US-Germany Income Tax Treaty

• Außensteuergesetz (AStG) § 1 (German Foreign Tax Act)

• Abgabenordnung (AO) §§ 90(3) and 162(3)–(4) (German General Tax Code)

• Gewinnabgrenzungsaufzeichnungsverordnung (GAufzV) (German Transfer Pricing Documentation Regulation)

2.3 Affiliated Entities (Not Directly Engaged but Checked)

In addition to the two client entities identified above, the following affiliated entities within the Halcyon Semiconductor group were identified and included in the conflict check, although they are not within the scope of the proposed APA engagement and are not being engaged as clients in this matter:

Halcyon Semiconductor Japan K.K. ("HSJ"): HSJ is a Kabushiki Kaisha organized under the laws of Japan, with its principal office located in Tokyo, Japan. HSJ is a subsidiary of HSAG and operates as a distribution and applications engineering entity serving the Japanese market. HSJ is not a party to any of the controlled transactions covered by the proposed bilateral APA and is not within the scope of this engagement. HSJ was nevertheless included in the conflict check as an affiliated entity within the Halcyon group.

Halcyon Semiconductor (Shanghai) Co., Ltd. ("HSC"): HSC is a Wholly Foreign-Owned Enterprise (WFOE) organized under the laws of the People's Republic of China, with its principal office located in Shanghai, China. HSC operates as a contract manufacturing and testing facility and as a regional sales and support office for the Greater China market. HSC is not a party to any of the controlled transactions covered by the proposed bilateral APA and is not within the scope of this engagement. HSC was nevertheless included in the conflict check as an affiliated entity within the Halcyon group.

3. Parties and Third Parties Checked

The following sections set forth all parties, entities, and individuals who were included in the conflict check, together with the results for each.

3.1 Clients. The following client entities and their affiliates were checked against C&H's conflict database:

Calderwood & Harkness LLP has not previously represented HSAG, HSI, HSJ, or HSC in any capacity. No current or former client matter involving any Halcyon Semiconductor entity or any predecessor, successor, or trade name variation thereof was identified in the Firm's conflict database. These entities are new to the Firm. There are no existing client relationships, whether active or dormant, that involve any member of the Halcyon Semiconductor group.

3.2 Client Officers, Directors, and Key Personnel

The following individuals, identified as officers, directors, and key personnel of the client entities and their affiliates who are expected to have involvement in or relevance to the proposed engagement, were checked against C&H's conflict database:

None of the above-identified individuals are or have been individual clients of Calderwood & Harkness LLP. None of the above-identified individuals appear as adverse parties, related parties, or key contacts in any current or former matter maintained in the Firm's conflict database. No partner or associate within the Firm has identified any personal, familial, financial, or other relationship with any of these individuals that would give rise to a conflict of interest or the appearance thereof.

3.3 Adverse Party / Government Authorities

The following government agencies have been identified as adverse or counterparties in connection with the proposed engagement:

With respect to the IRS, the Firm regularly represents clients before the IRS in connection with tax advisory, tax controversy, transfer pricing, and APA matters. Representation of a client before the IRS in an APA proceeding is routine practice and does not create a conflict of interest. The IRS is a government agency and is not a client of C&H. No conflict arises from the Firm's representation of other clients before the IRS in unrelated matters.

With respect to the BZSt, C&H does not represent and has never represented the BZSt or any other agency of the German federal or state tax administration. C&H's involvement with the German competent authority in this matter will be limited to coordination through the Clients' German tax counsel, Kettner Pflüger Rechtsanwälte. No conflict arises with respect to the BZSt.

3.4 Co-Counsel and Coordinating Law Firms

The following law firm has been identified as co-counsel or coordinating counsel in connection with the proposed engagement:

Kettner Pflüger Rechtsanwälte is a German law firm that serves as HSAG's existing German tax counsel. In connection with this engagement, Kettner Pflüger will be responsible for preparing the German-side transfer pricing documentation and coordinating the APA filing with the BZSt. C&H will coordinate closely with Kettner Pflüger on the economic analysis, the selection of the transfer pricing method, and the terms of the bilateral APA to ensure consistency between the US and German filings.

Calderwood & Harkness LLP has not previously represented Kettner Pflüger Rechtsanwälte or any of its partners or associates in any matter. C&H has not been adverse to Kettner Pflüger or any of its attorneys in any current or former matter. No conflict or other impediment to coordination with Kettner Pflüger has been identified.

3.5 Subcontracted Consultants and Advisors

The following consultants and advisors have been identified in connection with the proposed engagement:

Meridian Economics GmbH. Meridian Economics is a Munich-based transfer pricing economics consultancy that will be retained as a subcontractor to C&H to perform benchmarking analyses, including comparable company searches, comparable uncontrolled transaction analyses, and economic modeling in support of the APA request and transfer pricing documentation. Calderwood & Harkness LLP has previously engaged Meridian Economics as an expert economic consultant on two unrelated transfer pricing matters: Matter No. 1032-00006 (a unilateral APA matter for an unrelated client, completed in 2020) and Matter No. 1032-00006 (a transfer pricing audit defense matter for an unrelated client, completed in 2023). In both prior engagements, Meridian Economics performed its work competently and in accordance with the terms of its consulting agreements with C&H. No adversity, confidentiality concerns, or other impediments arising from those prior engagements have been identified. The prior engagements involved different clients, different industries, and different controlled transactions, and no confidential information from those engagements is relevant to the current Halcyon matter. No conflict exists.

Stonebridge Valuation Partners LLC. Stonebridge Valuation Partners is a New York-based valuation advisory firm that was previously retained directly by HSAG and HSI in 2018 to perform a valuation of the platform contribution transaction (the "buy-in") under the Qualified Cost Sharing Arrangement between HSAG and HSI. Stonebridge's valuation concluded that the arm's length value of the buy-in payment was $312.5 million. Stonebridge's 2018 valuation report and supporting workpapers will be reviewed by the C&H engagement team as part of the preparation of the QCSA-related documentation for the APA submission. However, Stonebridge is not being engaged or retained by C&H or by the Clients in connection with the current matter. Calderwood & Harkness LLP has no current or prior engagement with Stonebridge Valuation Partners and has not been adverse to Stonebridge in any matter. No conflict exists.

3.6 Independent Auditor

The following independent auditor has been identified in connection with the proposed engagement:

Gresham Whitfield LLP ("Gresham Whitfield") serves as the independent auditor for HSAG on a consolidated group basis (London office, led by Simon Cardwell) and for HSI on a US statutory audit basis (Houston office, led by Janet Okonkwo). In connection with the proposed engagement, C&H may need to review audited financial statements, intercompany pricing schedules, and segmented financial data prepared or audited by Gresham Whitfield. C&H may also need to coordinate with Gresham Whitfield regarding the presentation and disclosure of transfer pricing adjustments, if any, resulting from the APA.

Calderwood & Harkness LLP does not currently represent Gresham Whitfield in any matter. C&H has been adverse to Gresham Whitfield in one prior matter: Matter No. 1032-00006, a tax controversy engagement in which C&H represented a client (unrelated to the Halcyon group) in a dispute that involved, among other issues, the treatment of certain audit workpapers prepared by Gresham Whitfield. That matter was closed in 2021, and C&H's representation in that matter has concluded. The prior matter involved a different client, a different subject matter (individual tax controversy, not transfer pricing or APAs), and a different Gresham Whitfield engagement team. No confidential information obtained from or relating to Gresham Whitfield in the prior matter is relevant to the current Halcyon engagement. There is no ongoing adversity between C&H and Gresham Whitfield, and no impediment to the current engagement has been identified. No conflict exists.

3.7 Financial Institutions

The following financial institution has been identified in connection with the proposed engagement:

Ridgeline National Bank ("Ridgeline") serves as the administrative agent under HSI's $600 million senior secured revolving credit facility. Ridgeline has been identified in connection with this conflict check because the revolving credit facility contains certain financial covenants and reporting obligations that may be affected by transfer pricing adjustments, and because the Clients' tax position and intercompany pricing structure are relevant to the credit facility's financial covenant calculations.

Calderwood & Harkness LLP currently represents Ridgeline National Bank on certain capital markets matters that are wholly unrelated to the Halcyon entities or the proposed engagement. Specifically, C&H represents Ridgeline in connection with two active matters: Matter No. 1032-00006 (a structured finance transaction involving residential mortgage-backed securities) and Matter No. 1032-00006 (an investment-grade bond offering). Neither of these matters involves any transfer pricing, international tax, or tax advisory work, and neither involves any party affiliated with the Halcyon Semiconductor group.

The current Halcyon engagement does not involve any adversity to Ridgeline National Bank. C&H's representation of HSAG and HSI in connection with the bilateral APA and transfer pricing documentation is a tax advisory engagement directed at the IRS and BZSt as counterparties; it does not involve any claims, disputes, or negotiations adverse to Ridgeline. There is no overlap of confidential information between C&H's capital markets representation of Ridgeline and the proposed transfer pricing representation of the Halcyon entities.

This dual representation has been reviewed by the Office of the General Counsel of Calderwood & Harkness LLP and has been determined not to require client consent under New York Rules of Professional Conduct Rule 1.7, as the matters are wholly unrelated in subject matter, there is no adversity between the respective clients, and there is no material risk that the representation of one client will be materially limited by the Firm's responsibilities to the other client. However, C&H notes that should any dispute arise between HSI and Ridgeline National Bank under the revolving credit facility — including but not limited to any dispute arising from a financial covenant default triggered by a transfer pricing adjustment — the Firm would be required to reevaluate the conflict analysis at that time and, if necessary, seek informed written consent from both clients or withdraw from one or both representations as appropriate.

3.8 Data Sources and Databases

The following data source has been identified in connection with the proposed engagement:

The Clearpoint Royalty Database is a commercial database of publicly available royalty rate data used in transfer pricing benchmarking analyses. It is a data product, not a legal entity with party status in this engagement. No conflict analysis is required or applicable.

4. Conflict Check Methodology

The conflict check documented in this memorandum was conducted in accordance with C&H's standard conflict clearance procedures and the Firm's policies and guidelines regarding new matter intake and conflicts of interest.

Date of Search: The conflict search was performed on February 3, 2025.

Databases Searched: The search was conducted using C&H's proprietary conflict management system, IntegriCheck, which maintains a comprehensive database of all current and former clients, adverse parties, related parties, key personnel, co-counsel, and other relevant contacts across all offices and practice areas of the Firm. The IntegriCheck database was current as of January 31, 2025, reflecting all matter openings, closings, and updates entered through that date.

Search Terms Used: The following search terms, including variations, abbreviations, and alternate spellings, were entered into IntegriCheck:

"Halcyon," "HSAG," "HSI," "Halcyon Semiconductor," "Wehrheim," "Stein," "Fassbinder," "Almeida," "Raghavan," "Kuroda," "Möller," "Moller," "Kettner Pflüger," "Kettner Pfluger," "Kettner," "Pflüger," "Pfluger," "Meridian Economics," "Breitner," "Gresham Whitfield," "Gresham," "Whitfield," "Cardwell," "Okonkwo," "Ridgeline National Bank," "Ridgeline," "Furlong," "Stonebridge Valuation," "Stonebridge," "Reinhardt," and variations thereof (including partial name searches and phonetic matching where supported by the system).

Additional Diligence — Partner Inquiry: In addition to the electronic database search, a written inquiry was circulated via the Firm's internal conflict notification system to all partners in C&H's Tax, Corporate, and Litigation departments on January 30, 2025. The inquiry identified all entities and individuals listed in Sections 3.1 through 3.7 of this memorandum and requested that each partner disclose any current or past professional involvement with, personal relationship to, or financial interest in any of the above-named entities or individuals. Responses were received from all solicited partners by February 2, 2025, as follows:

• Tax Department: Responses received from all 47 partners. No conflicts reported.

• Corporate Department: Responses received from all 83 partners. No conflicts reported.

• Litigation Department: Responses received from all 61 partners. No conflicts reported.

The total of 191 partner responses represents a 100% response rate. No partner reported any involvement, relationship, or interest that would give rise to a conflict of interest or require further analysis.

Scope of Review: The conflict check covered all categories of potential conflicts, including but not limited to: (a) direct adversity to a current client; (b) material limitation conflicts arising from duties to current clients; (c) conflicts arising from duties to former clients under the substantial relationship test; (d) imputed conflicts arising from the prior employment or association of any member of the proposed engagement team; (e) personal interest conflicts; and (f) positional conflicts. No conflicts in any category were identified.

5. Engagement Team Confirmation

Each member of the proposed engagement team has individually confirmed that he or she has no personal conflict of interest, including any financial interest, familial relationship, prior employment, or other personal circumstance, that would preclude participation in this engagement or that would give rise to an actual or potential conflict of interest:

Each team member has further confirmed that he or she has no prior professional or personal relationship with any officer, director, or key personnel of HSAG, HSI, or any affiliated Halcyon entity, and that he or she has not previously been employed by or associated with any entity identified in this conflict check in a capacity that would create a conflict or require screening.

6. Ethical Rules Considered

The conflict analysis set forth in this memorandum was conducted with reference to the following ethical rules, regulatory requirements, and Firm policies:

New York Rules of Professional Conduct. As C&H is a law firm organized and headquartered in New York, the Firm's conflict analysis is governed by the New York Rules of Professional Conduct, as adopted by the New York courts. The following rules were specifically considered:

• Rule 1.7 (Conflict of Interest: Current Clients). Rule 1.7(a) prohibits a lawyer from representing a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. The analysis in Section 3.7 above regarding C&H's concurrent representation of Ridgeline National Bank was conducted under Rule 1.7 and determined not to present a concurrent conflict.

• Rule 1.9 (Duties to Former Clients). Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The analysis in Section 3.6 above regarding C&H's prior adversity to Gresham Whitfield LLP in Matter No. 1032-00006 was conducted under Rule 1.9. Because Gresham Whitfield is not a former client of C&H (it was an adverse party in the prior matter, not a client), Rule 1.9 is not technically applicable; nevertheless, the analysis confirmed that no residual adversity, confidentiality concerns, or other impediments exist.

ABA Model Rules of Professional Conduct. Although the New York Rules govern C&H's ethical obligations, the Firm's conflict policies also reference the ABA Model Rules of Professional Conduct for interpretive guidance, particularly Model Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). The analysis in this memorandum is consistent with the standards set forth in both the New York Rules and the ABA Model Rules.

IRS Circular 230. As the proposed engagement involves practice before the Internal Revenue Service, the requirements of Treasury Department Circular 230 (31 C.F.R. Part 10) are also applicable. Section 10.29 of Circular 230 addresses conflicts of interest in the context of tax practice and provides that a practitioner shall not represent a client before the IRS if the representation involves a conflict of interest, subject to certain exceptions. The conflict analysis set forth in this memorandum satisfies the requirements of Section 10.29, and no conflict under Circular 230 has been identified.

C&H Firm Policy on Dual Representations. The Firm maintains an internal policy governing situations in which C&H represents both a client and a financial institution (or other counterparty to the client) on unrelated matters. This policy was considered in connection with the analysis of C&H's concurrent representation of Ridgeline National Bank (as described in Section 3.7 above). Pursuant to the Firm's policy, dual representations of this nature are permissible where (a) the matters are wholly unrelated in subject matter, (b) there is no current adversity between the clients, (c) there is no material risk that the representation of one client will be limited by the Firm's duties to the other, and (d) no confidential information overlap exists. All four conditions are satisfied in the present case. The Firm's policy further requires that the potential for future adversity be monitored on an ongoing basis and that the conflict analysis be revisited if circumstances change.

7. Conclusion and Clearance

Based on the comprehensive conflict search and analysis set forth in this memorandum, including a thorough review of all client entities, affiliated entities, client officers and key personnel, government authorities, co-counsel, subcontracted consultants and advisors, independent auditors, financial institutions, and data sources identified in connection with the proposed engagement, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Halcyon Semiconductor AG and Halcyon Semiconductor Inc. in connection with the bilateral Advance Pricing Agreement and contemporaneous transfer pricing documentation engagement described herein (Matter Number 1032-00006; Billing Code HSAG-TP-2025).

The engagement may proceed to the engagement letter stage. The engagement letter is targeted for execution on or about March 10, 2025. Upon execution, a copy of the engagement letter will be uploaded to the Firm's matter management system and associated with Matter Number 1032-00006.

Should any new parties, counterparties, affiliated entities, co-counsel, consultants, government contacts, or other relevant persons or entities be identified during the course of the engagement, a supplemental conflict check will be conducted at that time in accordance with the Firm's standard procedures. The engagement team bears responsibility for promptly notifying the Office of the General Counsel of any such new parties or changed circumstances that may require supplemental conflict analysis.

8. Approvals

Prepared by:

________________________________________

Leila Nazari Senior Associate, Tax Department Calderwood & Harkness LLP

Date: February 3, 2025

Reviewed and Approved by:

________________________________________

Leonard Cross Partner, Tax Department (Responsible Partner) Calderwood & Harkness LLP

Date: February 3, 2025

Reviewed and Approved by:

________________________________________

Sylvia Hartwell Partner, Tax Department (Billing Partner) Calderwood & Harkness LLP

Date: February 3, 2025

Cleared by:

________________________________________

Margaret A. Caldwell Deputy General Counsel / Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP Date of Clearance: February 3, 2025

CONFIDENTIAL — INTERNAL USE ONLY — ATTORNEY WORK PRODUCT This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is subject to attorney-client privilege and work product protection. This memorandum should not be disclosed to any person outside the Firm without the prior written approval of the Office of the General Counsel.

Entity	Relationship	Result
Halcyon Semiconductor AG (HSAG)	Client	No conflict
Halcyon Semiconductor Inc. (HSI)	Client	No conflict
Halcyon Semiconductor Japan K.K. (HSJ)	Affiliated entity (not engaged)	No conflict
Halcyon Semiconductor (Shanghai) Co., Ltd. (HSC)	Affiliated entity (not engaged)	No conflict
Name	Title / Organization	Result
Dr. Klaus-Dieter Wehrheim	Chief Executive Officer, HSAG	No conflict
Margarethe Stein	Chief Financial Officer, HSAG	No conflict
Dr. Erwin Fassbinder	SVP, Group Tax, HSAG	No conflict
Dr. Hendrik Möller	Chief Technology Officer, HSAG	No conflict
Victor Almeida	President & General Manager, HSI	No conflict
Priya Raghavan	Vice President, Tax, HSI	No conflict
Thomas Kuroda	Vice President, Supply Chain Operations, HSI	No conflict
Entity	Role in Engagement	Result
Internal Revenue Service (IRS), specifically the Advance Pricing and Mutual Agreement Program (APMA)	US Competent Authority; counterparty to the bilateral APA negotiation	Not a conflict
Bundeszentralamt für Steuern (BZSt)	German Competent Authority; counterparty to the bilateral APA negotiation	Not a conflict
Entity	Role	Key Contacts	Result
Kettner Pflüger Rechtsanwälte, Bockenheimer Landstraße 72, 60323 Frankfurt am Main, Germany	German tax counsel to HSAG for German transfer pricing documentation and coordination with the BZSt	Dr. Tobias Kettner (Partner, Tax); Friederike Lang (Associate, Tax)	No conflict
Entity	Role	Key Contacts	Result
Meridian Economics GmbH, Leopoldstraße 145, 80804 Munich, Germany	Transfer pricing economist and benchmarking consultant (to be subcontracted through C&H under the engagement letter)	Dr. Annika Breitner (Managing Director); Maximilian Voss (Senior Analyst)	No conflict
Stonebridge Valuation Partners LLC, 200 Park Avenue, Suite 1510, New York, NY 10166	Historical platform contribution transaction ("PCT") valuation firm (performed 2018 CSA buy-in valuation of $312.5 million for HSAG/HSI)	Marcus Reinhardt (Managing Director)	No conflict
Entity	Role	Key Contacts	Result
Gresham Whitfield LLP, 25 Old Broad Street, London EC2N 1HQ, UK (London office); 811 Main Street, Suite 3400, Houston, TX 77002 (Houston office)	Independent auditor; statutory and group auditor for HSAG and its consolidated subsidiaries, including HSI	Simon Cardwell (Audit Partner, London — group audit engagement); Janet Okonkwo (Audit Partner, Houston — US statutory audit engagement)	No conflict
Entity	Role	Key Contact	Result
Ridgeline National Bank, 401 South Tryon Street, Charlotte, NC 28202	Administrative agent under HSI's $600 million revolving credit facility	Daniel Furlong (Senior Relationship Manager)	No conflict

Source	Role in Engagement	Result
Clearpoint Royalty Database	Royalty benchmarking data source; subscription held by Meridian Economics GmbH, to be used for comparable uncontrolled transaction analysis of intercompany royalty payments	N/A — not a party; no conflict analysis required
Team Member	Role	Confirmation
Leonard Cross	Responsible Partner	No conflict confirmed
Sylvia Hartwell	Billing Partner	No conflict confirmed
Leila Nazari	Lead Associate (Senior Associate, Tax)	No conflict confirmed
Robert Jansen	Working Associate (Associate, Tax)	No conflict confirmed

CALDERWOOD & HARKNESS LLP
599 Lexington Avenue, 38th Floor New York, NY 10022
MEMORANDUM — CONFIDENTIAL / INTERNAL USE ONLY
Date: February 3, 2025
To: Office of the General Counsel, Calderwood & Harkness LLP
From: Leonard Cross, Partner, Tax Department; Sylvia Hartwell, Partner, Tax Department
Re: New Matter Conflict Check — Halcyon Semiconductor AG and Halcyon Semiconductor Inc. — Bilateral Advance Pricing Agreement and Transfer Pricing Documentation
Matter Number: 1032-00006
Billing Code: HSAG-TP-2025
1. Purpose and Summary of Conclusion
The purpose of this memorandum is to memorialize the results of a conflicts of interest check conducted in connection with the proposed new engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Halcyon Semiconductor AG ("HSAG") and its wholly owned United States subsidiary, Halcyon Semiconductor Inc. ("HSI," and together with HSAG, the "Clients"), for legal representation in connection with the negotiation and submission of a bilateral Advance Pricing Agreement ("APA") between the Internal Revenue Service ("IRS") of the United States and the German Federal Central Tax Office (Bundeszentralamt für Steuern, or "BZSt"), as well as the preparation of related contemporaneous transfer pricing documentation, including a Master File and United States Local Files, for fiscal years 2022 through 2024.
This conflict check was initiated on January 30, 2025, following a preliminary discussion between C&H Partner Leonard Cross and Dr. Erwin Fassbinder, SVP Group Tax of HSAG, regarding the potential scope and timing of the engagement. The engagement was formally opened in the Firm's matter management system on February 3, 2025. The engagement letter documenting the terms and scope of the representation is targeted for execution on or about March 10, 2025.
Conclusion: Based on a comprehensive review of all relevant parties, entities, individuals, government authorities, co-counsel, consultants, auditors, and financial institutions identified in connection with this engagement, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking the proposed representation. The matter may proceed to the engagement letter stage without restriction.
The responsible partner for this engagement is Leonard Cross, Partner in the Tax Department. The billing partner is Sylvia Hartwell, Partner in the Tax Department. The lead associate assigned to the matter is Leila Nazari, Senior Associate in the Tax Department. The working associate assigned to the matter is Robert Jansen, Associate in the Tax Department.
2. Description of the Proposed Engagement
2.1 Client Identification
The following entities have been identified as clients in connection with this engagement. Full identifying information is provided to facilitate current and future conflict checks and to ensure completeness of the Firm's records.
Halcyon Semiconductor AG ("HSAG")
HSAG is a corporation organized as an Aktiengesellschaft under the laws of the Federal Republic of Germany, with its registered office located at Halcyon-Allee 12, 01099 Dresden, Saxony, Germany. HSAG is publicly listed on the Frankfurt Stock Exchange and trades on the XETRA electronic trading platform. HSAG's International Securities Identification Number (ISIN) is DE000HSA0017, and its Wertpapierkennnummer (WKN) is HSA001. For German tax purposes, HSAG's Steuernummer is 203/118/04527, and its Value Added Tax Identification Number (USt-IdNr.) is DE 814 723 956. HSAG is the ultimate parent of the Halcyon Semiconductor group of companies, which designs, manufactures, and distributes advanced semiconductor products for automotive, industrial, and communications applications. HSAG's key personnel relevant to this engagement are as follows:
•  Chief Executive Officer: Dr. Klaus-Dieter Wehrheim
•  Chief Financial Officer: Margarethe Stein
•  Senior Vice President, Group Tax: Dr. Erwin Fassbinder
•  Chief Technology Officer: Dr. Hendrik Möller
Halcyon Semiconductor Inc. ("HSI")
HSI is a corporation organized under the laws of the State of Delaware, with Delaware Division of Corporations File Number 7341825. HSI is a wholly owned subsidiary of HSAG and serves as the primary operating entity for the Halcyon Semiconductor group in the United States market. HSI's Employer Identification Number (EIN) is 84-2917630. HSI's registered agent in Delaware is c/o Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. HSI's principal office is located at 8700 Parmer Lane, Building 4, Austin, Texas 78729. HSI also maintains the following additional locations within the United States:
•  Design Center: 2455 Augustine Drive, Suite 300, Santa Clara, California 95054
•  Regional Sales Office: Southfield, Michigan
•  Regional Sales Office: Beaverton, Oregon
HSI's key personnel relevant to this engagement are as follows:
•  President & General Manager: Victor Almeida
•  Vice President, Tax: Priya Raghavan
•  Vice President, Supply Chain Operations: Thomas Kuroda
2.2 Nature of the Engagement
Calderwood & Harkness LLP is being engaged to represent HSAG and HSI in connection with the following matters:
Bilateral Advance Pricing Agreement. The Firm will prepare, file, and negotiate a bilateral APA request to be submitted to the IRS Advance Pricing and Mutual Agreement Program ("APMA Program") under Revenue Procedure 2015-41, and coordinated with the German competent authority, the Bundeszentralamt für Steuern, pursuant to Article 25 (Mutual Agreement Procedure) of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed June 29, 2006 (the "US-Germany Income Tax Treaty"). The bilateral APA will cover the pricing of intercompany transactions within the US-Germany semiconductor supply chain of the Halcyon group. The Firm's role will encompass the preparation of the APA request submission, including the required economic analysis, selection and defense of the appropriate transfer pricing methodology, preparation of financial and functional analyses, coordination with the Clients' German tax counsel (Kettner Pflüger Rechtsanwälte, as described in Section 3.4 below) on the German-side filing, attendance at and preparation for APA conferences with the IRS APMA team, and negotiation of the terms of the APA agreement itself.
Contemporaneous Transfer Pricing Documentation. In conjunction with the APA request, the Firm will prepare contemporaneous transfer pricing documentation in the form of a Master File and United States Local Files for fiscal years 2022 through 2024, consistent with the requirements of Sections 482 and 6662(e) of the Internal Revenue Code and the regulations thereunder, as well as the documentation standards set forth in the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition). This documentation will serve both as a penalty protection mechanism for the prior-year rollback period and as foundational support for the APA submission.
Covered Controlled Transactions. The engagement will address three categories of controlled transactions between HSAG and HSI:
(i) Tangible Goods — Wafer and Die Sales. HSAG manufactures semiconductor wafers and dies at its fabrication facilities in Dresden, Germany, and sells these products to HSI for finishing, testing, packaging, and distribution in the North American market. For fiscal year 2024, the aggregate value of these intercompany sales of tangible goods was approximately €987.6 million.
(ii) Royalties for Licensed Semiconductor intellectual Property. HSAG licenses certain semiconductor design and process technology intellectual property to HSI under an intercompany license agreement. HSI pays royalties to HSAG for the use of this licensed IP in connection with its US operations. For fiscal year 2024, royalty payments from HSI to HSAG totaled approximately €68.4 million.
(iii) Cost-Sharing Contributions under a Qualified Cost Sharing Arrangement. HSAG and HSI are parties to a Qualified Cost Sharing Arrangement ("QCSA") for the joint development of next-generation semiconductor technology. Each party makes contributions to the arrangement in proportion to its reasonably anticipated benefits. For fiscal year 2024, HSI's cost-sharing contributions to the QCSA totaled approximately €224.6 million.
In aggregate, annual intercompany flows between HSAG and HSI across all three categories of controlled transactions are approximately €1.28 billion.
Proposed APA Term. The proposed APA will cover five prospective tax years, from January 1, 2025 through December 31, 2029, together with a rollback for three prior tax years, from January 1, 2022 through December 31, 2024, for a total covered period of eight tax years.
Applicable Law. The engagement will involve the application of, among others, the following legal authorities:
•  Internal Revenue Code §§ 482, 6662(e), and 6662(h)
•  Treasury Regulations §§ 1.482-1 through 1.482-9 and § 1.6662-6
•  Revenue Procedure 2015-41
•  OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition)
•  Article 25 of the US-Germany Income Tax Treaty
•  Außensteuergesetz (AStG) § 1 (German Foreign Tax Act)
•  Abgabenordnung (AO) §§ 90(3) and 162(3)–(4) (German General Tax Code)
•  Gewinnabgrenzungsaufzeichnungsverordnung (GAufzV) (German Transfer Pricing Documentation Regulation)
2.3 Affiliated Entities (Not Directly Engaged but Checked)
In addition to the two client entities identified above, the following affiliated entities within the Halcyon Semiconductor group were identified and included in the conflict check, although they are not within the scope of the proposed APA engagement and are not being engaged as clients in this matter:
Halcyon Semiconductor Japan K.K. ("HSJ"): HSJ is a Kabushiki Kaisha organized under the laws of Japan, with its principal office located in Tokyo, Japan. HSJ is a subsidiary of HSAG and operates as a distribution and applications engineering entity serving the Japanese market. HSJ is not a party to any of the controlled transactions covered by the proposed bilateral APA and is not within the scope of this engagement. HSJ was nevertheless included in the conflict check as an affiliated entity within the Halcyon group.
Halcyon Semiconductor (Shanghai) Co., Ltd. ("HSC"): HSC is a Wholly Foreign-Owned Enterprise (WFOE) organized under the laws of the People's Republic of China, with its principal office located in Shanghai, China. HSC operates as a contract manufacturing and testing facility and as a regional sales and support office for the Greater China market. HSC is not a party to any of the controlled transactions covered by the proposed bilateral APA and is not within the scope of this engagement. HSC was nevertheless included in the conflict check as an affiliated entity within the Halcyon group.
3. Parties and Third Parties Checked
The following sections set forth all parties, entities, and individuals who were included in the conflict check, together with the results for each.
3.1 Clients.  The following client entities and their affiliates were checked against C&H's conflict database:
Calderwood & Harkness LLP has not previously represented HSAG, HSI, HSJ, or HSC in any capacity. No current or former client matter involving any Halcyon Semiconductor entity or any predecessor, successor, or trade name variation thereof was identified in the Firm's conflict database. These entities are new to the Firm. There are no existing client relationships, whether active or dormant, that involve any member of the Halcyon Semiconductor group.
3.2 Client Officers, Directors, and Key Personnel
The following individuals, identified as officers, directors, and key personnel of the client entities and their affiliates who are expected to have involvement in or relevance to the proposed engagement, were checked against C&H's conflict database:
None of the above-identified individuals are or have been individual clients of Calderwood & Harkness LLP. None of the above-identified individuals appear as adverse parties, related parties, or key contacts in any current or former matter maintained in the Firm's conflict database. No partner or associate within the Firm has identified any personal, familial, financial, or other relationship with any of these individuals that would give rise to a conflict of interest or the appearance thereof.
3.3 Adverse Party / Government Authorities
The following government agencies have been identified as adverse or counterparties in connection with the proposed engagement:
With respect to the IRS, the Firm regularly represents clients before the IRS in connection with tax advisory, tax controversy, transfer pricing, and APA matters. Representation of a client before the IRS in an APA proceeding is routine practice and does not create a conflict of interest. The IRS is a government agency and is not a client of C&H. No conflict arises from the Firm's representation of other clients before the IRS in unrelated matters.
With respect to the BZSt, C&H does not represent and has never represented the BZSt or any other agency of the German federal or state tax administration. C&H's involvement with the German competent authority in this matter will be limited to coordination through the Clients' German tax counsel, Kettner Pflüger Rechtsanwälte. No conflict arises with respect to the BZSt.
3.4 Co-Counsel and Coordinating Law Firms
The following law firm has been identified as co-counsel or coordinating counsel in connection with the proposed engagement:
Kettner Pflüger Rechtsanwälte is a German law firm that serves as HSAG's existing German tax counsel. In connection with this engagement, Kettner Pflüger will be responsible for preparing the German-side transfer pricing documentation and coordinating the APA filing with the BZSt. C&H will coordinate closely with Kettner Pflüger on the economic analysis, the selection of the transfer pricing method, and the terms of the bilateral APA to ensure consistency between the US and German filings.
Calderwood & Harkness LLP has not previously represented Kettner Pflüger Rechtsanwälte or any of its partners or associates in any matter. C&H has not been adverse to Kettner Pflüger or any of its attorneys in any current or former matter. No conflict or other impediment to coordination with Kettner Pflüger has been identified.
3.5 Subcontracted Consultants and Advisors
The following consultants and advisors have been identified in connection with the proposed engagement:
Meridian Economics GmbH. Meridian Economics is a Munich-based transfer pricing economics consultancy that will be retained as a subcontractor to C&H to perform benchmarking analyses, including comparable company searches, comparable uncontrolled transaction analyses, and economic modeling in support of the APA request and transfer pricing documentation. Calderwood & Harkness LLP has previously engaged Meridian Economics as an expert economic consultant on two unrelated transfer pricing matters: Matter No. 1032-00006 (a unilateral APA matter for an unrelated client, completed in 2020) and Matter No. 1032-00006 (a transfer pricing audit defense matter for an unrelated client, completed in 2023). In both prior engagements, Meridian Economics performed its work competently and in accordance with the terms of its consulting agreements with C&H. No adversity, confidentiality concerns, or other impediments arising from those prior engagements have been identified. The prior engagements involved different clients, different industries, and different controlled transactions, and no confidential information from those engagements is relevant to the current Halcyon matter. No conflict exists.
Stonebridge Valuation Partners LLC. Stonebridge Valuation Partners is a New York-based valuation advisory firm that was previously retained directly by HSAG and HSI in 2018 to perform a valuation of the platform contribution transaction (the "buy-in") under the Qualified Cost Sharing Arrangement between HSAG and HSI. Stonebridge's valuation concluded that the arm's length value of the buy-in payment was $312.5 million. Stonebridge's 2018 valuation report and supporting workpapers will be reviewed by the C&H engagement team as part of the preparation of the QCSA-related documentation for the APA submission. However, Stonebridge is not being engaged or retained by C&H or by the Clients in connection with the current matter. Calderwood & Harkness LLP has no current or prior engagement with Stonebridge Valuation Partners and has not been adverse to Stonebridge in any matter. No conflict exists.
3.6 Independent Auditor
The following independent auditor has been identified in connection with the proposed engagement:
Gresham Whitfield LLP ("Gresham Whitfield") serves as the independent auditor for HSAG on a consolidated group basis (London office, led by Simon Cardwell) and for HSI on a US statutory audit basis (Houston office, led by Janet Okonkwo). In connection with the proposed engagement, C&H may need to review audited financial statements, intercompany pricing schedules, and segmented financial data prepared or audited by Gresham Whitfield. C&H may also need to coordinate with Gresham Whitfield regarding the presentation and disclosure of transfer pricing adjustments, if any, resulting from the APA.
Calderwood & Harkness LLP does not currently represent Gresham Whitfield in any matter. C&H has been adverse to Gresham Whitfield in one prior matter: Matter No. 1032-00006, a tax controversy engagement in which C&H represented a client (unrelated to the Halcyon group) in a dispute that involved, among other issues, the treatment of certain audit workpapers prepared by Gresham Whitfield. That matter was closed in 2021, and C&H's representation in that matter has concluded. The prior matter involved a different client, a different subject matter (individual tax controversy, not transfer pricing or APAs), and a different Gresham Whitfield engagement team. No confidential information obtained from or relating to Gresham Whitfield in the prior matter is relevant to the current Halcyon engagement. There is no ongoing adversity between C&H and Gresham Whitfield, and no impediment to the current engagement has been identified. No conflict exists.
3.7 Financial Institutions
The following financial institution has been identified in connection with the proposed engagement:
Ridgeline National Bank ("Ridgeline") serves as the administrative agent under HSI's $600 million senior secured revolving credit facility. Ridgeline has been identified in connection with this conflict check because the revolving credit facility contains certain financial covenants and reporting obligations that may be affected by transfer pricing adjustments, and because the Clients' tax position and intercompany pricing structure are relevant to the credit facility's financial covenant calculations.
Calderwood & Harkness LLP currently represents Ridgeline National Bank on certain capital markets matters that are wholly unrelated to the Halcyon entities or the proposed engagement. Specifically, C&H represents Ridgeline in connection with two active matters: Matter No. 1032-00006 (a structured finance transaction involving residential mortgage-backed securities) and Matter No. 1032-00006 (an investment-grade bond offering). Neither of these matters involves any transfer pricing, international tax, or tax advisory work, and neither involves any party affiliated with the Halcyon Semiconductor group.
The current Halcyon engagement does not involve any adversity to Ridgeline National Bank. C&H's representation of HSAG and HSI in connection with the bilateral APA and transfer pricing documentation is a tax advisory engagement directed at the IRS and BZSt as counterparties; it does not involve any claims, disputes, or negotiations adverse to Ridgeline. There is no overlap of confidential information between C&H's capital markets representation of Ridgeline and the proposed transfer pricing representation of the Halcyon entities.
This dual representation has been reviewed by the Office of the General Counsel of Calderwood & Harkness LLP and has been determined not to require client consent under New York Rules of Professional Conduct Rule 1.7, as the matters are wholly unrelated in subject matter, there is no adversity between the respective clients, and there is no material risk that the representation of one client will be materially limited by the Firm's responsibilities to the other client. However, C&H notes that should any dispute arise between HSI and Ridgeline National Bank under the revolving credit facility — including but not limited to any dispute arising from a financial covenant default triggered by a transfer pricing adjustment — the Firm would be required to reevaluate the conflict analysis at that time and, if necessary, seek informed written consent from both clients or withdraw from one or both representations as appropriate.
3.8 Data Sources and Databases
The following data source has been identified in connection with the proposed engagement:
The Clearpoint Royalty Database is a commercial database of publicly available royalty rate data used in transfer pricing benchmarking analyses. It is a data product, not a legal entity with party status in this engagement. No conflict analysis is required or applicable.
4. Conflict Check Methodology
The conflict check documented in this memorandum was conducted in accordance with C&H's standard conflict clearance procedures and the Firm's policies and guidelines regarding new matter intake and conflicts of interest.
Date of Search: The conflict search was performed on February 3, 2025.
Databases Searched: The search was conducted using C&H's proprietary conflict management system, IntegriCheck, which maintains a comprehensive database of all current and former clients, adverse parties, related parties, key personnel, co-counsel, and other relevant contacts across all offices and practice areas of the Firm. The IntegriCheck database was current as of January 31, 2025, reflecting all matter openings, closings, and updates entered through that date.
Search Terms Used: The following search terms, including variations, abbreviations, and alternate spellings, were entered into IntegriCheck:
"Halcyon," "HSAG," "HSI," "Halcyon Semiconductor," "Wehrheim," "Stein," "Fassbinder," "Almeida," "Raghavan," "Kuroda," "Möller," "Moller," "Kettner Pflüger," "Kettner Pfluger," "Kettner," "Pflüger," "Pfluger," "Meridian Economics," "Breitner," "Gresham Whitfield," "Gresham," "Whitfield," "Cardwell," "Okonkwo," "Ridgeline National Bank," "Ridgeline," "Furlong," "Stonebridge Valuation," "Stonebridge," "Reinhardt," and variations thereof (including partial name searches and phonetic matching where supported by the system).
Additional Diligence — Partner Inquiry: In addition to the electronic database search, a written inquiry was circulated via the Firm's internal conflict notification system to all partners in C&H's Tax, Corporate, and Litigation departments on January 30, 2025. The inquiry identified all entities and individuals listed in Sections 3.1 through 3.7 of this memorandum and requested that each partner disclose any current or past professional involvement with, personal relationship to, or financial interest in any of the above-named entities or individuals. Responses were received from all solicited partners by February 2, 2025, as follows:
•  Tax Department: Responses received from all 47 partners. No conflicts reported.
•  Corporate Department: Responses received from all 83 partners. No conflicts reported.
•  Litigation Department: Responses received from all 61 partners. No conflicts reported.
The total of 191 partner responses represents a 100% response rate. No partner reported any involvement, relationship, or interest that would give rise to a conflict of interest or require further analysis.
Scope of Review: The conflict check covered all categories of potential conflicts, including but not limited to: (a) direct adversity to a current client; (b) material limitation conflicts arising from duties to current clients; (c) conflicts arising from duties to former clients under the substantial relationship test; (d) imputed conflicts arising from the prior employment or association of any member of the proposed engagement team; (e) personal interest conflicts; and (f) positional conflicts. No conflicts in any category were identified.
5. Engagement Team Confirmation
Each member of the proposed engagement team has individually confirmed that he or she has no personal conflict of interest, including any financial interest, familial relationship, prior employment, or other personal circumstance, that would preclude participation in this engagement or that would give rise to an actual or potential conflict of interest:
Each team member has further confirmed that he or she has no prior professional or personal relationship with any officer, director, or key personnel of HSAG, HSI, or any affiliated Halcyon entity, and that he or she has not previously been employed by or associated with any entity identified in this conflict check in a capacity that would create a conflict or require screening.
6. Ethical Rules Considered
The conflict analysis set forth in this memorandum was conducted with reference to the following ethical rules, regulatory requirements, and Firm policies:
New York Rules of Professional Conduct. As C&H is a law firm organized and headquartered in New York, the Firm's conflict analysis is governed by the New York Rules of Professional Conduct, as adopted by the New York courts. The following rules were specifically considered:
•  Rule 1.7 (Conflict of Interest: Current Clients). Rule 1.7(a) prohibits a lawyer from representing a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests, or if there is a significant risk that the lawyer's professional judgment on behalf of a client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. The analysis in Section 3.7 above regarding C&H's concurrent representation of Ridgeline National Bank was conducted under Rule 1.7 and determined not to present a concurrent conflict.
•  Rule 1.9 (Duties to Former Clients). Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. The analysis in Section 3.6 above regarding C&H's prior adversity to Gresham Whitfield LLP in Matter No. 1032-00006 was conducted under Rule 1.9. Because Gresham Whitfield is not a former client of C&H (it was an adverse party in the prior matter, not a client), Rule 1.9 is not technically applicable; nevertheless, the analysis confirmed that no residual adversity, confidentiality concerns, or other impediments exist.
ABA Model Rules of Professional Conduct. Although the New York Rules govern C&H's ethical obligations, the Firm's conflict policies also reference the ABA Model Rules of Professional Conduct for interpretive guidance, particularly Model Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients). The analysis in this memorandum is consistent with the standards set forth in both the New York Rules and the ABA Model Rules.
IRS Circular 230. As the proposed engagement involves practice before the Internal Revenue Service, the requirements of Treasury Department Circular 230 (31 C.F.R. Part 10) are also applicable. Section 10.29 of Circular 230 addresses conflicts of interest in the context of tax practice and provides that a practitioner shall not represent a client before the IRS if the representation involves a conflict of interest, subject to certain exceptions. The conflict analysis set forth in this memorandum satisfies the requirements of Section 10.29, and no conflict under Circular 230 has been identified.
C&H Firm Policy on Dual Representations. The Firm maintains an internal policy governing situations in which C&H represents both a client and a financial institution (or other counterparty to the client) on unrelated matters. This policy was considered in connection with the analysis of C&H's concurrent representation of Ridgeline National Bank (as described in Section 3.7 above). Pursuant to the Firm's policy, dual representations of this nature are permissible where (a) the matters are wholly unrelated in subject matter, (b) there is no current adversity between the clients, (c) there is no material risk that the representation of one client will be limited by the Firm's duties to the other, and (d) no confidential information overlap exists. All four conditions are satisfied in the present case. The Firm's policy further requires that the potential for future adversity be monitored on an ongoing basis and that the conflict analysis be revisited if circumstances change.
7. Conclusion and Clearance
Based on the comprehensive conflict search and analysis set forth in this memorandum, including a thorough review of all client entities, affiliated entities, client officers and key personnel, government authorities, co-counsel, subcontracted consultants and advisors, independent auditors, financial institutions, and data sources identified in connection with the proposed engagement, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from representing Halcyon Semiconductor AG and Halcyon Semiconductor Inc. in connection with the bilateral Advance Pricing Agreement and contemporaneous transfer pricing documentation engagement described herein (Matter Number 1032-00006; Billing Code HSAG-TP-2025).
The engagement may proceed to the engagement letter stage. The engagement letter is targeted for execution on or about March 10, 2025. Upon execution, a copy of the engagement letter will be uploaded to the Firm's matter management system and associated with Matter Number 1032-00006.
Should any new parties, counterparties, affiliated entities, co-counsel, consultants, government contacts, or other relevant persons or entities be identified during the course of the engagement, a supplemental conflict check will be conducted at that time in accordance with the Firm's standard procedures. The engagement team bears responsibility for promptly notifying the Office of the General Counsel of any such new parties or changed circumstances that may require supplemental conflict analysis.
8. Approvals
Prepared by:
________________________________________
Leila Nazari Senior Associate, Tax Department Calderwood & Harkness LLP
Date: February 3, 2025
Reviewed and Approved by:
________________________________________
Leonard Cross Partner, Tax Department (Responsible Partner) Calderwood & Harkness LLP
Date: February 3, 2025
Reviewed and Approved by:
________________________________________
Sylvia Hartwell Partner, Tax Department (Billing Partner) Calderwood & Harkness LLP
Date: February 3, 2025
Cleared by:
________________________________________
Margaret A. Caldwell Deputy General Counsel / Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP Date of Clearance: February 3, 2025
CONFIDENTIAL — INTERNAL USE ONLY — ATTORNEY WORK PRODUCT This memorandum is prepared for the internal use of Calderwood & Harkness LLP and is subject to attorney-client privilege and work product protection. This memorandum should not be disclosed to any person outside the Firm without the prior written approval of the Office of the General Counsel.
Entity | Relationship | Result
Halcyon Semiconductor AG (HSAG) | Client | No conflict
Halcyon Semiconductor Inc. (HSI) | Client | No conflict
Halcyon Semiconductor Japan K.K. (HSJ) | Affiliated entity (not engaged) | No conflict
Halcyon Semiconductor (Shanghai) Co., Ltd. (HSC) | Affiliated entity (not engaged) | No conflict
Name | Title / Organization | Result
Dr. Klaus-Dieter Wehrheim | Chief Executive Officer, HSAG | No conflict
Margarethe Stein | Chief Financial Officer, HSAG | No conflict
Dr. Erwin Fassbinder | SVP, Group Tax, HSAG | No conflict
Dr. Hendrik Möller | Chief Technology Officer, HSAG | No conflict
Victor Almeida | President & General Manager, HSI | No conflict
Priya Raghavan | Vice President, Tax, HSI | No conflict
Thomas Kuroda | Vice President, Supply Chain Operations, HSI | No conflict
Entity | Role in Engagement | Result
Internal Revenue Service (IRS), specifically the Advance Pricing and Mutual Agreement Program (APMA) | US Competent Authority; counterparty to the bilateral APA negotiation | Not a conflict
Bundeszentralamt für Steuern (BZSt) | German Competent Authority; counterparty to the bilateral APA negotiation | Not a conflict
Entity | Role | Key Contacts | Result
Kettner Pflüger Rechtsanwälte, Bockenheimer Landstraße 72, 60323 Frankfurt am Main, Germany | German tax counsel to HSAG for German transfer pricing documentation and coordination with the BZSt | Dr. Tobias Kettner (Partner, Tax); Friederike Lang (Associate, Tax) | No conflict
Entity | Role | Key Contacts | Result
Meridian Economics GmbH, Leopoldstraße 145, 80804 Munich, Germany | Transfer pricing economist and benchmarking consultant (to be subcontracted through C&H under the engagement letter) | Dr. Annika Breitner (Managing Director); Maximilian Voss (Senior Analyst) | No conflict
Stonebridge Valuation Partners LLC, 200 Park Avenue, Suite 1510, New York, NY 10166 | Historical platform contribution transaction ("PCT") valuation firm (performed 2018 CSA buy-in valuation of $312.5 million for HSAG/HSI) | Marcus Reinhardt (Managing Director) | No conflict
Entity | Role | Key Contacts | Result
Gresham Whitfield LLP, 25 Old Broad Street, London EC2N 1HQ, UK (London office); 811 Main Street, Suite 3400, Houston, TX 77002 (Houston office) | Independent auditor; statutory and group auditor for HSAG and its consolidated subsidiaries, including HSI | Simon Cardwell (Audit Partner, London — group audit engagement); Janet Okonkwo (Audit Partner, Houston — US statutory audit engagement) | No conflict
Entity | Role | Key Contact | Result
Ridgeline National Bank, 401 South Tryon Street, Charlotte, NC 28202 | Administrative agent under HSI's $600 million revolving credit facility | Daniel Furlong (Senior Relationship Manager) | No conflict
Source | Role in Engagement | Result
Clearpoint Royalty Database | Royalty benchmarking data source; subscription held by Meridian Economics GmbH, to be used for comparable uncontrolled transaction analysis of intercompany royalty payments | N/A — not a party; no conflict analysis required
Team Member | Role | Confirmation
Leonard Cross | Responsible Partner | No conflict confirmed
Sylvia Hartwell | Billing Partner | No conflict confirmed
Leila Nazari | Lead Associate (Senior Associate, Tax) | No conflict confirmed
Robert Jansen | Working Associate (Associate, Tax) | No conflict confirmed

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