A few days ago, I almost thought I had misheard the speech of Dutch Prime Minister Rutte. This leader, known for his "pragmatism" in international politics, looked sincere in the face of media cameras. : "We are not trying to rob Nexperia, we are just taking over, purely out of good intentions. The Chinese may have misunderstood."

As soon as this came out, all my friends who were engaged in cross-border mergers and acquisitions laughed. How could they use the law as a crowbar, do something against other people's property bought with real money, and say that they were "kind-hearted help"? It's like you bought a second-hand house with full money, and the real estate license has been completed. After living there for several years, the original landlord suddenly took the property to the door to change the lock, saying, "I don't think you cleaned it clean enough, and I'm afraid that the house will get damp, so I'll help you take care of it." Can you think this is kind?

The matter of Nexperia is far more than "corporate takeover". Let's break it apart today, talk about the starting point of this transaction to the current deadlock, and see what the so-called "good intentions" hides, and whether this "misunderstanding" is a real misunderstanding or a hypothetical rhetoric.

From $3.6 billion to suddenly ¡°taken over,¡± what has Anselm experienced?

To understand how much the Dutch government operates, we must first figure out who the Anchor Semiconductor is.This has to be said from 2018, when the global semiconductor industry was not so many "frogs", and the multinational mergers were "one-handed money, one-handed delivery, compliance approval".

The Nexperia brand is not a small workshop. Its origin can be traced back to Philips in the Netherlands in 1920. It is regarded as a "century-old store" in the semiconductor industry. Its specialty is basic chips such as diodes and transistors. No matter how small things are, they are inseparable from mobile phones, cars, and home appliances. Its global market share ranks among the top three all year round.

In 2018, our Wentai Technology in China spent US$3.6 billion to acquire it. This amount of money was not a small amount. At that time, it set a record for cross-border mergers and acquisitions in China's semiconductor industry. The most important thing is that the deal is fully compliant.

So since it is well managed, why did the Netherlands suddenly "find its conscience" and want to "take over"?

In early 2025, the U.S. first included ZTE technology in the "entity list", on the grounds of "related sensitive technology", and did not allow U.S. companies to do business with it.

This is not enough, the United States is quietly addressing the Netherlands, saying clearly that "as long as Anselm replaces the Chinese CEO, you can apply for exemption".

I think that the Dutch government¡¯s choice at this time completely exposed its position: while not daring to blame the United States, while not being able to shed the fat meat of Einstein, it removed a ¡°old antique law¡± at the bottom of the box ¨C the Goods Availability Act.

This bill was made during the Cold War. It was originally an emergency measure to ensure the country's supply of materials during the war years, and it was incompatible with business management in peacetime. As a result, the Dutch government used it to freeze Anshi's assets, directly removed the China CEO, and handed over Wentai's equity to the so-called "temporary custody of a third party." If it is said to be "temporary", it will last for a year. It does not mean that the equity will not be repaid, nor whether the management will be reinstated. How is this trusteeship? It is clearly a disguised confiscation.

What's even more ironic is that the Dutch government says that "safe world governance is chaotic", but why didn't they say this in the past few years when financial reports were profitable every year and operations were smooth? He shouted "safeguard national security", but he still hasn't come up with a real sentence about which point threatens security. To be honest, what they fear is not that the Chinese "do not do well", but that the Chinese "do too well".

The routine of "taking over with good intentions" has long been exposed by history

According to international law and business rules, shareholders have the right to determine the management of the company and the direction of operation, and the host country's governments are not in charge.

How overbearing is the operation of the Dutch government? Not only did they remove the CEO, but they also prevented Wingtech from interfering with the company's decision-making, and even locked the ledger.

It's like hiring someone to look after the shop, but the landlord rushed in and drove the clerk away, becoming the shopkeeper himself, and saying, "I'm doing it for your own good." Why?

Besides, the "neutral third party", which can be seen by anyone with a discerning eye, is simply the "white gloves" of the Dutch government. The so-called "trusteeship" is nothing more than completely emptying the control right of Chinese capital. The United States has long made it clear that if it wants to lift the restrictions, it has to let China withdraw its investment.

This set of combinations kicked down, and it was clearly "lease the name of the trustee, take the power." if it is really out of good will, why not discuss it first with the shareholders?

Why not clearly host the transfer program after the end?These key questions are avoided, so-called "goodwill" is a block of sham cloth.

More interestingly, when the Dutch own enterprises are merged overseas, they have never accepted this "goodwill".ASML as the Dutch national treasury enterprise, expanding plants around the world, which country dares to use "national security" to host its shares?

When I looked at the data, I found that no European economic experts could ignore it, and one scholar said straight: "If a country can use national security as an excuse at any time to take over companies legally acquired by foreign funds, then who dares to invest in Europe?"

The foundation of globalization is the ¡°spirit of contract¡±, you can tear down Anselm¡¯s merger today, and you can tear down other cooperation agreements tomorrow.

This time it is Chinese companies that suffer, and next time it may be companies from Japan, South Korea or other countries. The Dutch government seems to have taken advantage of the current situation, but in fact it has smashed its own signboard.

Zhang Schultz has mentioned a detail at the Harvard Forum: each internal combustion engine vehicle uses about 10 of the products of Anselm, the new energy vehicle will need more than 1,000, the future AI car may use tens of thousands.

What does that mean? It means that with the outbreak of new energy and AI industries, Nexperia's market space will grow exponentially. As the world's largest new energy vehicle market and semiconductor consumer market, China can provide Nexperia with the most fertile growth soil.

This combination of "technology + market" is exactly what Western hegemonic countries fear most. They are accustomed to having the right to speak in technology and taking the most lucrative profits from the global industrial chain.

China's counterattack is not a fit of anger, but a courage given by confidence

In the face of the Dutch government's "good-hearted takeover", China did not "tolerate gas swallowing" as some people thought, but quickly counteracted.In early October, the Ministry of Commerce announced that Anselm had implemented export controls in Chinese subsidiaries and partners, restricting the export of key components and components; and then tightened the policy of rare-earth exports.

Someone might ask, ¡°Would this exacerbate contradictions?¡± and I think, on the contrary, that¡¯s the most sensible response.

Let's first look at the first step: the card industry chain. Although Anshi is headquartered in the Netherlands, its production chain is highly dependent on China. 25,000 customers around the world are waiting to request goods. One day's supply is cut off will be a loss of real money.

In this case, BMW, Volkswagen and European car manufacturers first panicked, because their car engine system, battery management module are inseparable from Anselm's chip.The European Automobile Manufacturers Association soon issued a statement, saying that the supply chain of chips is facing "enormous pressure", referring to "geopolitical disruption caused".

Look at the second step reverse: card rare earth. rare earth this thing is small, but the "vitamin" made by the chip, especially high-frequency devices, electric vehicle motors these key areas, can not be separated at all.ASML light engraving machine also have to use rare earth materials, the Dutch government on the one hand to restrict the export of light engraving machine, and the need for China's rare earth, this contradiction situation, just indicates that the global industrial chain has long been in you, I have you.

Many people haven't noticed that China's counter-measures have an obvious feature: they don't engage in "one size fits all" and only target violations. We didn't block all Dutch enterprises, nor did we interrupt normal trade exchanges, but only accurately cracked down on those links that undermined the spirit of the contract.

This sends a clear signal: we respect rules and expect others to respect them; we welcome cooperation but refuse to be bullied. This kind of "reasonable, favorable and restrained" response is more powerful than blindly being tough.

Rutte now says that "China has misunderstood" and wants to cool down and stop losses, but what would he have done? If you really don't want to misunderstand, you should stop the custody immediately, return the equity to Wentai, and let Anshi return to normal operations.

The spirit of contract is not spoken by mouth, it must be proved by action.

If you want to take control of An Shi and let China swallow this breath, it is a miscalculation.

Finally, I would like to say that the so-called "kindness" is never done through words, but through actions. If the Dutch government is really good for Anshi and Sino-Dutch relations, it should put down its hegemonic thinking and return to the track of contract.

After all, in the era of globalization, blocking others is essentially blocking yourself; breaking contracts is ultimately destroying your own credibility.