1. Growing Concerns over the Years
Concerns regarding Nexperia intensified in 2023, when Dutch media reported that, despite international sanctions, Nexperia chips had been discovered in Russian military equipment. In January 2023, the US, Netherlands, and Japan reached an informal agreement to restrict exports of advanced chip manufacturing equipment to China. At the end of 2023, Nexperia contacted the Ministry of Economic Affairs seeking its support and full recognition as a Dutch / European semiconductor company due to the obstacles it was facing because of its sole Chinese shareholder.
These concerns escalated further in December 2024 when the US Department of Commerce's Bureau of Industry and Security ("BIS") added Wingtech to the Entity List, citing risks of diversion to China's military sector. Nexperia was aware from July 2025 of the risk that it may be subject to US trade restrictions under the 50% rule, which means that trade restrictions apply to companies whose shares are held for 50% or more by (legal) persons on the US Entity List. In September 2025, BIS indeed extended these restrictions to Nexperia through the Affiliates Rule, which automatically applies US export controls to majority-owned subsidiaries of listed entities.
2. The Crisis: Enterprise Chamber Decision of 7 October 2025
On 30 September 2025, the Dutch government took unprecedented action by invoking the Goods Availability Act (Wbg) for the first time since its enactment in 1952. The Minister of Economic Affairs, Vincent Karremans, cited two primary concerns: (i) the behavior of CEO and indirect shareholder Zhang Xuezheng, and (ii) the risk that semiconductor products manufactured by Nexperia could become unavailable to the Netherlands and Europe. The emergency order, described by the government as "highly exceptional," granted authorities the power to block or reverse corporate decisions deemed harmful to Nexperia's future as a Dutch and European company or to the availability of critical goods.
On 1 October 2025, three board members of Nexperia filed an emergency 'ex parte' petition with the Enterprise Chamber of the Court of Appeal of Amsterdam (the "Enterprise Chamber"), seeking a corporate investigation and the imposition of provisional measures. Due to the emergency nature of the petition, the hearing took place without informing and the presence of Wingtech and Nexperia's CEO, Mr. Zhang Xuezheng. Following the emergency hearing, the Enterprise Chamber provisionally concluded on 7 October 2025 that there were valid reasons to doubt the soundness of management at Nexperia under the leadership of its CEO Zhang Xuezheng. As an immediate measure, the Enterprise Chamber ordered the suspension of Zhang Xuezheng as CEO and the appointment of an independent non-executive director. In addition, the Enterprise Chamber ruled that all shares in Nexperia (minus 1) indirectly held by Wingtech were temporarily transferred to an independent administrator appointed by the Enterprise Chamber.
On 21 October 2025, the BIS then announced that Nexperia was exempt from the 50% rule as Nexperia was no longer subject to majority control by Wingtech. This development was strongly criticised by China, which characterised it as excessive interference motivated by geopolitical bias. Several media outlets, both Chinese and Western, have reported that US intervention may have influenced the Dutch government's actions, suggesting that pressure was exerted to classify Nexperia as a Dutch rather than a Chinese entity, thereby avoiding the application of US export controls. The Dutch government has rejected these claims, maintaining that its actions were based solely on concerns regarding mismanagement.
Regardless of whether the outcome was driven primarily by mismanagement issues or by external political pressure, the effect remains unchanged: the divide between the West and China in the area of advanced technology, particularly in sectors such as computer chips and semiconductors, has continued to widen.
3. Enterprise Chamber Decision of 11 February 2026
Since the decision by the Enterprise Chamber of 7 October 2025 followed an 'ex parte' petition, the petition was further discussed during a hearing of 14 January 2026, this time in presence with all involved parties, including Wingtech and Zhang Xuezheng. On 11 February 2026, the Enterprise Chamber upheld its earlier decision and ordered an investigation into the policies and operations of Nexperia and its holding company Nexperia Holding B.V., as it found well-founded reasons to doubt sound policy and conduct.
4. Implications
The Dutch government's intervention in combination with the intervention of the Enterprise Chamber in the Nexperia case, is novel not only because it marked the first use of the Goods Availability Act, but also due to the legal basis chosen as a national security tool. With neither FDI screening nor export control measures available to reassert Dutch or European control over Nexperia, the government instead relied on domestic corporate law to sever the company's ties with the Chinese government. This approach ultimately sought to avoid US export control restrictions by reclassifying Nexperia as a Dutch entity, rather than Chinese.
As noted above, the divide between the West and China has continued to deepen over recent years, and the decisions by the Enterprise Chamber have further entrenched this divide. The Nexperia case signals to Chinese companies that challenges relating to European investments extend beyond the realms of FDI screening and export control compliance. There is now an additional dimension of uncertainty: companies must also assess the risk that national governance rules and emergency legislative measures could be invoked by Western governments, corporate bodies and even individual board members to override shareholder rights if national interests are deemed to be at stake.
The Nexperia case has become a focal point for Chinese officials monitoring European approaches to Chinese investment in strategic sectors. At a press conference, Foreign Ministry spokesperson Lin Jian expressed hope that the new Dutch government would "continue to uphold an objective and rational attitude towards China." This reflects Beijing's heightened sensitivity to how political developments in the Netherlands may affect Chinese companies in strategically sensitive sectors like semiconductors.