Restoring Wingtech's shareholder rights over Nexperia the way to resolve crisis

The Dutch government's recent decision to suspend — not revoke — its Sept 30 administrative order against Nexperia, a Chinese-owned semiconductor company based in the Netherlands, has been described by some as a step toward de-escalation. Yet for Wingtech, the Chinese company that is Nexperia's controlling shareholder, and for observers concerned with the security of global supply chains, the core reality remains unchanged: Wingtech's control over Nexperia is still unjustifiably restricted by the Dutch government's interference in the latter's business operations. The root cause of the crisis created by the Dutch authorities therefore remains unresolved.

Wingtech has made clear that despite its "utmost sincerity" in trying to find a solution, the Nexperia headquarters in the Netherlands, now in the hands of the Dutch government, has failed to present any constructive proposals — corporate governance distortions caused by Dutch intervention are persisting even after the announced suspension of the administrative order and Wingtech's lawful authority as the 100 percent shareholder has still not been restored.

The Dutch government's move to suspend the administrative order was, in part, an outcome of constructive consultations between the Chinese Ministry of Commerce and the Dutch Ministry of Economic Affairs. China has welcomed the suspension as a "first step in the right direction". However, both Wingtech and Beijing have emphasized that suspension is not revocation. Legally, the Sept 30 order — issued under the Goods Availability Act — remains in place, "justifying" the extraordinary and intrusive actions that followed, including the sweeping emergency measures imposed by the Enterprise Chamber of the Amsterdam Court of Appeal on Oct 7.

It was the Enterprise Chamber, supported by filings and arguments from the Dutch Ministry of Economic Affairs, which stripped Wingtech of control, suspended a Chinese director and the Chinese chief executive officer, and placed nearly all Chinese shares under trusteeship. That judgment has not been reversed. Nexperia continues to operate under an interim leadership structure disconnected from the legitimate wishes of its sole shareholder. As Wingtech has correctly pointed out, the Dutch government's suspension "avoids addressing the erroneous ruling" that remains the primary obstacle to resolution.

The record shows that the Dutch Ministry of Economic Affairs participated in the court proceedings, sent letters urging immediate intervention and argued that swift action was needed because Wingtech might not comply with the administrative order. These actions, taken together, enabled and reinforced the Enterprise Chamber's unprecedented deprivation of a foreign investor's property and governance rights. The Dutch government is therefore obligated — legally, politically and morally — to comprehensively resolve the problem that is of its own making. Wingtech is reportedly preparing for a protracted legal battle.

The consequences of the Dutch government's unwarranted intervention extend well beyond corporate governance. China's temporary export controls on Nexperia's Dongguan factory in Guangdong province — lifted only after the Netherlands suspended its order — demonstrated how such politically driven decisions can destabilize global supply chains.

For a proper resolution of the problem, the Netherlands must permanently rescind the administrative order, withdraw its interference in the Enterprise Chamber proceedings, and ensure Nexperia's governance structure is restored to what it was on Sept 29. Most importantly, Wingtech's full shareholder rights and legitimate control must be reinstated without conditions or attempts to "legalize" the current abnormal state.

Both the Chinese and Dutch governments have agreed to support enterprises in resolving internal disputes without administrative interference. The Netherlands now needs to act on that commitment. Only through a full, thorough and legal correction of its earlier actions can the Dutch government restore investor confidence, uphold the rule of law and repair the damage inflicted on the global semiconductor supply chain.