THE HAGUE, Netherlands (AP) — A Dutch court on Wednesday ordered a formal investigation into chipmaker Nexperia and upheld an earlier order suspending its Chinese CEO, citing doubts about the company’s policies and conduct.
The written decision by the Enterprise Chamber of the Amsterdam Court of Appeal is the latest step in a saga swirling around the Dutch-based semiconductor company that sent shock waves through the global auto industry.
The dispute
made world headlines last year when the Dutch government said it took the extraordinary step of effectively seizing control of the company. It acted on fears that corporate governance concerns at the company, under its Chinese ownership, would result in the loss of technological capabilities vital to Dutch and European economic security.
Carmakers scrambled to find other sources after the boardroom turmoil disrupted supplies of the basic, standardized chips that Nexperia makes, which are essential for controlling numerous automotive functions such as operating headlights, airbag systems or anti-lock brakes.
Nexperia's CEO Zhang Xuezheng, who’s also founder of its Chinese parent Wingtech, was suspended by the enterprise chamber in October following claims of mismanagement.
Wingtech said in a statement that it “regrets that the Court has not fully restored our shareholder rights by its decision, and instead kept previous extraordinary interim measures in place pending further inquiry.”
At a court hearing last month, lawyers for Zhang and Wingtech painted him as a successful businessman trying to guide Nexperia through troubled geopolitical waters. They urged the court not to order an investigation and said Wingtech had been blindsided by the Dutch government move. Zhang was not in court for the hearing.
However, Nexperia lawyer Jeroen van der Schriek told the three-judge panel that the behavior of Wingtech and Hong Kong-based holding company Yuching since October “makes it clear that they are willing to subordinate Nexperia’s interests to other interests.”
An English statement issued by the court on Wednesday's ruling said that the chamber found that “a conflict of interest has been handled without due care” at Nexperia.
It added that there are “indications that the director of Nexperia changed the strategy without internal consultation under the threat of upcoming sanctions.” It said that agreements with the Dutch Ministry of Economic Affairs “were no longer adhered to, the powers of European managers were restricted and their dismissal was announced.”
The court statement said that it could not definitively say how long the investigation would take, but added that such probes can take more than six months. The court will use the findings to assess “whether there has been mismanagement at Nexperia and whether definitive measures need to be taken.”
Nexperia said in a statement posted online that it "welcomes and respects" the ruling and is “committed to fully complying” with the investigation.
Wingtech said it's confident that “a full, fair and impartial inquiry” will show its actions were “appropriate and in the best interests of the company and its stakeholders.” It bemoaned the decision to continue Zhang's suspension, saying it prolongs “significant uncertainty.”
“The current situation has had far-reaching consequences for Nexperia, its employees and the global automotive supply chain," Wingtech's statement said.
Car manufacturers including Honda had to halt production of some vehicles as the crisis unfolded, and Mercedes-Benz was among those scrambling to find alternatives.
Beijing responded to the seizure by blocking the export of Nexperia's chips from its Chinese assembly plant, but lifted the ban after U.S. President Donald Trump and Chinese leader Xi Jinping met in late October.
The Dutch government said last year it was relinquishing its control of Nexperia as a “show of goodwill.” But a standoff between Nexperia’s Dutch headquarters and its Chinese unit continued to fuel chip supply chain concerns by interrupting shipments to the Chinese facilities.
“Nexperia’s situation now requires, first and foremost, a situation of calm that allows Nexperia to restore its internal relations, its production chain and deliveries to customers,” the court said Wednesday.
It’s rare but not unprecedented for a European government to take control of a company over national security concerns. After the Russia-Ukraine war started, Germany took control of two subsidiaries of Russian oil company Rosneft. Germany and Poland also took over natural gas companies linked to Russia’s Gazprom to secure energy amid an energy crisis tied to the war.
The dispute also highlighted how Europe is caught between the U.S. and China in their global battle over trade and technology dominance. American officials had told the Dutch government Zhang should be replaced to avoid trade restrictions, according to a court filing last year.
Nexperia was spun off from Philips Semiconductors two decades ago and then purchased in 2018 by Wingtech. In 2022, the British government blocked Nexperia’s bid to acquire Wales-based chipmaker Newport Wafer Fab, citing national security risks. ___
Chan contributed from London.
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This version corrects the year that the UK government blocked Nexperia’s bid to take control of Newport Wafer to 2022 from 2023.
