According to court documents, the Dutch government took control of the chip manufacturer Nexperia after the US warned that the Chinese CEO would not be removed from the export checklist if it remained in office.
According to the Financial Times (FT), the economy ministry dismissed CEO Zhang Xuezheng, the controlling shareholder of the chip manufacturer, and entered the ever-escalating fight for technological dominance between Washington and Beijing, according to the report in the Financial Times (FT).
Nexperia produces large quantities of essential low-margin chips for consumer electronics and a wide range of industrial uses, but it is also an important supplier for the European automotive industry.
The company was acquired by the Chinese Wingtech group after it was sold to a Chinese consortium in 2017.
The Amsterdam court of appeal published the case between the Dutch economy ministry and Wingtech on Tuesday. The court revealed that US officials told the Netherlands in June that the plan to separate European operations from Chinese operations was progressing very slowly.
Last month, the US Department of Commerce actually gave an ultimatum to Nexperia, saying that the restrictions imposed on Wingtech would also be applied to its subsidiary in the Netherlands.
The "list of assets" is used to apply control to groups that are thought to be acting contrary to the national security or foreign policy interests of the United States. U.S. companies have to get licenses to sell to these groups, and it's hard to get that license, which limits access to advanced technology.
According to the minutes of a meeting between the Dutch state department and the US Bureau for the Prevention of Security and Nuclear Weapons, the United States thought that “the Chinese is problematic that the CEO of the company is still the same”.
According to court documents, the Dutch Ministry of Foreign Affairs says that “it is almost certain that the CEO must be replaced for exemption from the asset list.”
Washington added Wingtech to the list last year, saying it helped the company acquire China's precision semiconductor manufacturing technology.
On September 30, the US expanded the list to include subsidiaries of the companies, which meant Nexperia would be subject to the same restrictions by the end of November.
According to the documents, on the same day, Dutch economy minister Vincent Karremans used the 70-year-old Emergency Goods Availability Act, for the first time to “protect Nexperia's business and means of production.”
“The Dutch government could have understood very well that this rule [regarding subsidiaries] would create real problems for them,” said Reva Goujon, director of the consulting firm Rhodium Group.
Nijmegen-based Nexperia began negotiations with the Netherlands in early 2024 to "be recognized as a Dutch company" to change the perception of the "negative" public about Chinese ownership.
The documents show that Zhang has resisted this separation, tightening his control over the company since Wingtech acquired the company in 2019.
Last December, the economy ministry reported to Nexperia that it should provide “operational independence from its public shareholder”, along with an effective policy on cybersecurity and “threats from within”.
“No explicit/unconditional guarantee can be given regarding the Dutch/European identity/existence, as this will restrict the shareholder's control rights too much,” and “unreasonably limit the company's flexibility with regard to business needs/plans,” the company said in March.
According to the documents, Zhang in September removed the bank powers of the company's three financial authorities, causing European members of the Nexperia board of directors to worry about governance.
The Dutch government cited "serious governance deficiencies" when it announced that it took over the company on Sunday.
Rhodium Group's Goujon said Wingtech could try to appeal the seizure, but the law on the supply of goods allows the Dutch government a wide range of action to interfere with the management of a business.
Nexperia announced on Tuesday that it was “sure that a solution would be found” to deal with US restrictions. The company stated that on October 4, the Chinese Ministry of Commerce banned Nexperia China and its subcontractors from exporting certain finished components and sub-assemblies manufactured in China.
“Nexperia is actively negotiating with Chinese officials to obtain exemption from these restrictions,” the statement said.
At the emergency briefing for investors, Wingtech executives said the Netherlands' attempt to take control over Nexperia would “fail.”
According to meeting notes from the Financial Times, they said Beijing strongly condemned The Hague and was "currently in diplomatic talks with its interlocutors."
Shen Xinjia, the interim president of Wingtech, said at the briefing on Sunday, “We are confident that we will win this war by uniting forces such as resorting to legal action, protecting our country and the determination of shareholders. We will never compromise on the security of China's assets," he said.
Shen said that Wingtech's Dutch advisor said that the Dutch ministry of economy was "a docile lamb that followed the US government".
Shen said Wingtech is preparing for U.S. rules by launching “initiatives for local substitution” of foreign parts, and “effective measures have already begun to be implemented at the supply chain level.”
In the worst case scenario, Wingtech president Yang Mu said that Wingtech would “prioritize protecting Chinese assets and activities.”
Managers stated that about half of Nexperia's business is done in China and 80 percent of its chips are packed and shipped from mainland China.
Wen Tianxia Group, Zhang's company, a controlling shareholder of Wingtech, invested 12 billion RMB (£1.27 billion) in the construction of the semiconductor manufacturing facility in Shanghai, which will begin to produce Nexperia's products.
The managers emphasized that they continue to retain the economic rights of their shares.