"We make it clear that there are no third-party factors in the current decision of the Dutch Ministry of Economic Affairs and Climate Policy on Nexperia."

On the evening of October 13, local time, when questioned by the outside world, a spokesman for the Ministry of Economic Affairs and Climate Policy defended the "forced takeover" of Nexperia, which is wholly controlled by Chinese semiconductor company Wingtech Technology.

Asked why it was only one day since the U.S. Department of Commerce issued its export control transparency rule (September 29), the spokesman continued to argue that it was pure coincidence.

On September 29, the U.S. Department of Commerce increased its previous "Entity List" control measures. New rules "expand end-user controls to cover affiliates of certain listed entities" (Expansion of End-User Controls to Cover Affiliates of Certain Listed Entities, Generally referred to as the "penetration rule").

Under the new rules, all enterprises previously listed by the U.S. Department of Commerce and holding institutions whose shareholdings exceed 50% of all holdings will be subject to regulatory measures equivalent to their holding enterprises.

And just one day later, on September 30, the Minister of Economic Affairs of the Netherlands made a decision to invoke the "Wet beschikbaarheid goederen" (Wet beschikbaarheid goederen) on the grounds that Nexperia had "serious governance shortcomings" and announced that the company was headquartered in Nijmegen, the Netherlands. A world-renowned semiconductor company underwent a "forced takeover".

Anchor Semiconductor is currently fully controlled by Chinese enterprises, while the latter was already in November 2024, that is, hanged by the U.S. Department of Commerce on the "entity list".

According to the announcement released on October 13, the measures taken by the Dutch Ministry of Economic Affairs on September 29 include: freezing the assets, intellectual property rights and other adjustments for a year.

Following the announcement of the regulation, the Dutch corporate court immediately put into effect a number of emergency measures, including suspending Zhang Sheng¡¯s positions and duties as CEO. In addition, some foreign executives at Anselm Semiconductor have also publicly stated that they are demanding the transfer of shares in Anselm Semiconductor.

Anselm Semiconductor is a well-known semiconductor manufacturer in the Netherlands, which focuses on the research and development and production of separation devices and power devices, and has more than 15,000 products, including diode, transistor, MOSFET and other devices, which are widely used in automotive, industrial, consumer electronics and other fields.

The Dutch official interpretation for the launch of the Goods Availability Act is¡ª

It aims to prevent the goods (finished and semi-finished) produced by ANSI from being used in an emergency to the extent that they pose unnecessary risks to the country.

Following the decision to ¡°freeze¡± the measures, the Dutch Ministry of Economic Affairs ¡°greatly¡± said that the normal production process of the Anselm Semiconductor could continue, but the Dutch Ministry of Economic Affairs could block or reverse the decision of the company¡¯s management if it could be detrimental to its future as a Dutch and European enterprise and/or to the maintenance of this key value chain in Europe.

In 2018, Wingtech Technology was still one of the world-renowned mobile phone ODMs (original design manufacturers). Its main business at that time was to provide smart device OEM services to big brands such as Huawei and Xiaomi.

Of course, we all know that this type of food is earned with hard money.

The gross profit margin of Wentai's product integration business has never exceeded 4%. Its founder Zhang Xuezheng also understood this early on. It is clear that the upper limit of the ODM road is already there. Even if the scale of the company is further expanded to Foxconn's size, it will not be able to further increase profit margins. So companies must find new tracks that are more profitable and have higher barriers.

Wingtech's acquisition of Nexperia began in April 2018. Once the news was announced at that time, it attracted the attention of the outside world, because the ambition revealed by this measure of Wingtech Technology was tantamount to clearly wanting to "swallow the elephant"-at that time, Nexperia's valuation was equivalent to nearly RMB 30 billion, while Wingtech Technology's net assets are less than 4 billion. It seems to be a replica of Geely's acquisition of Volvo that year, and it is even worse in terms of asset scale.

But Wentai Technology, which had a clear target, insisted on swallowing the elephant one bite at a time.

Throughout the acquisition, Wentai Technology actually used 1.7 billion yuan in its own capital, and the rest was all paid by loans and shares. Relying on leveraged operations, the acquisition of 79.98% equity of Anshi Semiconductor was completed in December 2019 for 26.854 billion yuan.

In 2020, Wingtech Technology once again acquired the remaining related assets of Nexperia Semiconductor, and finally achieved 100% wholly-owned control of it. The total amount of funds invested by it is said to have reached 33 billion yuan.

However, in order to successfully acquire ANSI semiconductors, ANSI technology also paid a huge price, not only economically. For example, the promise of ANSI semiconductors to continue to operate as an independent entity, the former management gained a rather independent position, ANSI technology does not interfere in the specific management work. This also resulted in ANSI semiconductors in terms of finance, human resources and even operations, together with all technologies, remained in the Netherlands, while the foreign personnel are fully in control.

On October 1, local time in the Netherlands, Ruben Lichtenberg (Netherlands), legal director and chief legal officer of Anshi Semiconductor, with the support of Chief Financial Officer Stefan Tilger (Germany) and Chief Operating Officer Achim Kempe (Germany), submitted an emergency request to initiate an investigation into the company and take interim measures on behalf of Anshi Semiconductor to the Dutch Enterprise Court.

¡ø Achim Kempe

On the same day, the corporate court directly took effect several emergency measures without a trial, including suspending Zhang Xuezheng as an executive director of Anshi Semiconductor Holdings and a non-executive director of Anshi Semiconductor, and suspending his positions and powers on the board of directors of Anshi Semiconductor (only two people, except Zhang Xuezheng, Ruben Lichtenberg, who filed the lawsuit). At the same time, the shares of Anshi Semiconductor held by Yucheng Holdings Co., Ltd., a subsidiary of Wentai Technology, were entrusted to an independent third party for management in the form of management rights.

On October 7th, the above measures officially came into effect by the ruling of the enterprise court. In other words, in just one week from the official announcement of the "freeze" measures in the Netherlands on September 30, Wingtech Technology and its founder Zhang Xuezheng completely lost all control of Nexperia. Although it can still retain its income rights for the time being, everything is waiting for the Dutch side to make a "ruling" within one year.

Some people believe that Anshi Semiconductor's foreign executives stab shareholders entirely out of self-help considerations. According to the new "penetration rules" added by the U.S. Department of Commerce on September 29, companies added to the entity list will enjoy the same treatment if they hold 50% of their shares. The buffer period given by the U.S. Department of Commerce for the new regulations is only 60 days.

But as mentioned above, the problem is that the connection between the two is too "smooth", and even the judicial applications of Anshi Semiconductor executives are seamless. During the above-mentioned operation period, there was only no intention of discussing with the controlling party or seeking help. So it's hard not to have the association that "you know everything in advance", and it's even more obvious that you are working together to make a game.

On the 12th of this month, after Wingtech Technology decided to take the initiative to expose the matter, the company's executives further disclosed the news at its investor briefing that night.

In the opinion of Zhang Taeyeon, the CFO of science and technology, it was an active expansion of Anse Semiconductor - after the "ministerial decree" issued on September 30th, several foreign executives inside Anseau submitted a "strict implementation of government orders" as the name, "self-formed crisis management committee management company", and stressed to other employees the possible criminal responsibility of not implementing the executive order.

As for the ruling of the Dutch court, Shen Jinjia, director of Wentai, said that after preliminary evaluation, the international lawyers he hired believed that both the administrative order of September 30th, the investigation procedure of the enterprise court, and even the application of specific laws and judicial procedures were "untenable". "The company is ready to file administrative reconsideration and lawsuit against the administrative order, and will also appeal the ruling of the enterprise court to the Supreme Court of the Netherlands".

Named full-funded holdings, the resulting person in charge of the management is a foreigner, the technical team is basically a foreigner, the chief financial officer is a foreigner.

After such a round of trouble, I didn't get much technology anyway, and even the finances were in my hands. In other words, Wentai Technology made a pure financial investment, and this "wholly owned" can only be said to be completely lonely.

Of course, I am not here to blame anything. After all, the beginning of the acquisition of Thai technology in 2018, the global business and even political environment is almost unlike today. and even after the completion of the full acquisition in 2020, the atmosphere of the large environment and the mentality of countries cannot be spoken together.

At the moment, Zhou Tai Technology is preparing to appeal in the Netherlands, and we can have a little patience and wait for the outcome.But in any case, this event should be enough to wake everyone up, and even enough to include in the counter-teaching material of multinational mergers.

The Netherlands is afraid of the United States, which I can understand; and the stakeholders of Anchor Semiconductor are afraid of being involved in broken business, which can also be understood ¨C but the problem is that China has also established a similar system called the ¡°List of Unreliable Entities¡± and just on October 9, the Chinese Ministry of Commerce just launched a series of ¡°long-arm jurisdiction¡± operations against the provocation of the United States.

I don¡¯t know what the current Dutch government is about, nor what the rebel executives of the Anselm Semiconductor are about, but I can be sure that if they slow down a few days and communicate with the controlling shareholders in advance, it might not be so much boring later on.

After all, as long as China's manufacturing enterprises are still open to the market, the "entity list" of the U.S. Department of Commerce is actually the case. but if in turn, the world's largest and only major manufacturing center is sanctioned, the death of the scene is not alarming ...

After all, Anchor Semiconductor can stand in the fierce competition industry, naturally has its unique products, such as this 30V N crossing signal Trench MOSFET in the above picture, with extremely low power consumption is very suitable for smartphones, smartwatches, hearing aids and headsets such as highly miniaturized electronic products.

However, the problem is that the current competition in the semiconductor industry is unusually fierce, and the advantage of the head product performance is solid, but usually the performance is slightly higher than the competition.

Even when the rare-earth long arm ruled the land, the Netherlands did not think about how it could rely on war only to save.

At the end of the day, when the two PitLord stumbled, it was best not to be too aggressive. Trying to hold your legs tightly before doing this, don't forget to torture the souls of "you are also named Zhao."