The Inside Story of the Turmoil at Nexperia

Yicai's Report on How CEO Zhang Xuezheng Lost Control

I’ve come across this report about the Nexperia turmoil from Yicai(第一财经) and believe it’s worth sharing. This piece detailed the turmoil at Nexperia that led to CEO Zhang Xuezheng’s ouster. The tension between Zhang and key European executives on strategic direction, compounded by Dutch demands for a powerful supervisory board with veto power over critical operations, culminated in a power struggle. The situation exploded when the US tightened export control rules, prompting the Dutch government to issue an order that effectively protected the dissenting executives, who then successfully petitioned a Dutch court to suspend Zhang’s powers and place Wingtech’s shares in custodianship, stripping him of control.

The core dispute centered on the Dutch government’s demand for Nexperia to establish a powerful supervisory board with veto power over nearly 20 critical areas—from IP transfers and global investments over $1 million to hiring R&D staff in China, while such terms would mean ceding significant control rights over its subsidiary.

It’s accessible on the website. The author is Peng Haibin:

安世半导体内乱始末：CEO张学政是如何失去控制权的

https://m.yicai.com/news/102868689.html

---

A frustrated Zhang Xuezheng has left the Netherlands. During China’s National Day holiday, Nexperia’s CEO Zhang Xuezheng was suspended from his duties, and Wingtech Technology’s (600745.SH) shares in Nexperia were placed in custodianship. Wingtech Technology spent RMB 33.4 billion to acquire a controlling stake in Nexperia, but now the latter is gradually slipping from its grasp. Pressure from the United States influenced the policy direction of the Dutch government and shattered the already fragile mutual trust within Nexperia’s senior management. On core issues such as how to position Nexperia and develop its global business, Zhang Xuezheng found himself seriously at odds with Nexperia’s Chief Legal Officer and Chief Financial Officer, among others. Zhang Xuezheng originally intended to dismiss several executives but was unexpectedly ousted himself by a coalition of them.

The People Who Overturned Zhang Xuezheng
Zhang Xuezheng had only been CEO of Nexperia for five years. In December 2019, Wingtech Technology completed the acquisition of a 79.98% stake in Nexperia for RMB 26.854 billion. Subsequently, Wingtech achieved 100% ownership of Nexperia. It employed various financing methods, spending over RMB 33 billion in total. This was the largest semiconductor acquisition in China’s history and the first time a Chinese company had acquired a globally leading semiconductor firm. On March 25, 2020, Nexperia’s then-CEO Frans Scheper decided to retire early and step down from the board of directors. Simultaneously, Zhang Xuezheng, Chairman of Nexperia’s board, assumed the role of CEO.

Frans Scheper was a veteran of NXP. Nexperia’s predecessor was the Standard Products division of Dutch company NXP. Starting in the IT business, Scheper was the General Manager of NXP’s Standard Products division before Nexperia’s spin-off, having been with the company for nearly 20 years. He had also managed one of Nexperia’s key wafer fabs, the Hamburg plant in Germany. Nexperia’s Hamburg factory produces 8-inch wafers, with a monthly capacity of approximately 35,000 wafers. This output translates to 70 billion semiconductor units annually, making it the world’s largest wafer fabrication plant for small-signal and diode discrete devices. “I have decided not to extend my four-year term, so it is now time for Wingtech, Nexperia’s owner, to decide on the future leadership of Nexperia,” Scheper said upon stepping down as CEO.

Nexperia’s current Chief Financial Officer and acting CEO is Stefan Tilger. His career began at Philips and NXP, where he held various financial positions. He joined Nexperia in 2017 as Vice President of Global Business Control. Wingtech management assessed him as having strong professional capabilities and a flexible personality. In 2021, after Wingtech’s acquisition of Nexperia and the retirement of the previous CFO, Stefan Tilger was promoted to CFO based on recognized professional competence.

The Chief Legal Officer currently overseeing Nexperia’s legal affairs is Ruben Lichtenberg. Following Wingtech’s acquisition of Nexperia, he led the global legal and IP teams and also served as a statutory director of Nexperia.

Before 2022, due to the pandemic, Zhang Xuezheng worked primarily from within China, managing affairs and communicating with these core executives online. Starting in 2022, Zhang Xuezheng began working from the Netherlands. The period that followed was a honeymoon phase between Zhang and the various members of the management team. “There was a time when the relationship was very good; for example, they would still have meals and drinks together,” revealed a Wingtech Technology manager.

External Pressure Arrives Uninvited

In January 2023, the United States, the Netherlands, and Japan reached an agreement, with the Netherlands and Japan, under US pressure, initiating controls on semiconductor equipment exports to China. The Netherlands’ top equipment manufacturer, ASML, was also subject to restrictions. In 2024, ASML was not only unable to sell EUV equipment to China but also had its export licenses for some DUV equipment revoked by the Dutch government.

If one looks at the corporate history, both Nexperia and ASML can trace their roots back to the Dutch company Philips Group. With ASML’s semiconductor equipment exports to China being controlled, Nexperia’s management naturally felt the threat hit close to home.

To address this, Nexperia established a new department: Corporate Affairs. It hired a manager with many years of background in Dutch diplomacy to lead this department and began proactively contacting the Dutch Ministry of Economic Affairs. They consulted on how the company should respond amidst international geopolitical tensions, discussing how to change Nexperia’s governance structure to ensure its independence. Nexperia was concerned about not being recognized as a Dutch company but simply labeled as a “Chinese-owned company.” The communication between Nexperia’s Corporate Affairs department and the Dutch Ministry of Economic Affairs aimed to “gain the Dutch government’s endorsement within Europe, recognizing us as an important player in the Dutch semiconductor industry.”

It was at this point that the serious split within Nexperia’s management began. Disagreements arose on how to respond to US pressure and how to manage relations with the Dutch Ministry of Economic Affairs, leading to significantly different views on development strategy among Nexperia’s executives. The brief period of friendly relations between Zhang Xuezheng and the several executives came to an end. In September 2025, Zhang Xuezheng moved to have Nexperia dismiss these executives. Unexpectedly, the three executives mounted a collective counterattack, and it worked. A Wingtech Technology executive commented that Zhang Xuezheng was “personally quite affected by this.”

The Core Contradiction
Starting in late 2023, Nexperia engaged with the Dutch Ministry of Economic Affairs. Up until July 2024, there were multiple rounds of communication. The main topics discussed included whether Nexperia’s governance structure needed changing to ensure its independence, whether the Dutch government should strengthen its control over Nexperia, and whether the control of Nexperia’s shareholders should be weakened.

One of the series of demands put forward by the Dutch Ministry of Economic Affairs was that Nexperia must have a Dutch national on its board. This is why Chief Legal Officer Ruben Lichtenberg was selected as a director. Zhang Qiuhong, former Chairperson of Wingtech Technology, had also been a director of Nexperia. However, she stepped down as Chairperson of Wingtech in July of this year and subsequently ceased to be a director of Nexperia. Prior to October 2025, Nexperia had only two directors: Zhang Xuezheng and Ruben Lichtenberg.

The core point of contention between the Dutch Ministry of Economic Affairs and Wingtech Technology was the former’s demand for Nexperia to establish a supervisory board. “The responsibilities of this supervisory board are quite different from those of supervisory boards in China. The Dutch supervisory board can essentially be understood as a shareholders’ committee; its members have voting rights on major company matters,” revealed a Wingtech senior executive. The Dutch government demanded that the supervisory board established by Nexperia not only have voting rights but also hold veto power over nearly 20 reserved matters. These 20 categories of reserved matters included IP or technology transfer to countries outside the EU, investment projects exceeding $1 million anywhere in the world, hiring R&D personnel in China, and even demanded the complete separation of Nexperia’s internal networks in China and Europe.

“This series of matters, it demanded the supervisory board have veto power over them,” the Wingtech Technology senior executive stated. “After our listed company (Wingtech Technology) hired lawyers to conduct a detailed analysis, we found it unacceptable. Because from the perspective of a listed company, if we accepted this series of core points, it would be equivalent to conceding a portion of our control rights. So this was a core point of contention that we wrestled over with the Dutch Ministry of Economic Affairs regarding corporate governance issues starting from 2024.”

Wingtech claimed that, according to Dutch law, Nexperia did not fall under the category mandating the establishment of a supervisory board, and its current state of not having one did not violate any mandatory legal provisions. In a letter from Nexperia to the Dutch Ministry of Economic Affairs dated April 17, 2024, Nexperia requested equal treatment: it expected the same treatment as other peer companies also headquartered in the Netherlands, with major foreign shareholders, and operating under Dutch law.

On October 17, Wingtech Technology stated to Yicai that Wingtech and Nexperia had been actively discussing the possibility of establishing a supervisory board with the Dutch Ministry of Economic Affairs. The entire process was not a unilateral compliance rectification as described by the Dutch side, but rather a process where the enterprise, after clarifying legal boundaries, defended its legitimate rights and interests. “Nexperia’s precondition for agreeing to establish a supervisory board was that, as a subsidiary of a listed company with a sound internal control system, its operational decision-making independence must be guaranteed, rather than accepting non-market interventions from external forces. To date, Nexperia has not only failed to gain recognition, it hasn’t even been included in the Dutch semiconductor industry association,” Wingtech stated to Yicai.

The sale of equity in Nexperia and a secondary listing were also within the scope of discussions. Some Nexperia executives were also motivated to promote the sale of a partial stake to European investors, or even seek an independent overseas listing for Nexperia. “Nexperia’s current CFO is quite proactive about this. He had actually already looked extensively for investors in Europe. Of course, this is strongly related to his personal interests because, as CFO, pushing through such a large transaction would come with a significant bonus for him,” a Wingtech Technology executive said.

These unresolved contradictions between Zhang Xuezheng and the executives, and between Nexperia and the Dutch Ministry of Economic Affairs, completely exploded when the US implemented the 50% ownership穿透 rule for the Entity List.

The Departure
Zhang Xuezheng had originally intended to fire the several executives first. In early September 2025, Nexperia’s human resources department began representing the company in negotiations with the Chief Legal Officer and other executives regarding their dismissal. “We believed that, on one hand, there had been some dereliction of duty in their performance over a period, compounded by a series of minor issues accumulated over the years; on the other hand, we felt their relatively conservative attitude was not well-suited for the company’s future strategic development,” a Wingtech Technology senior executive revealed.

According to Wingtech’s account, the two sides had basically reached an agreement, waiting only to formally sit down and sign the termination contracts. The original intention was to announce the executives’ departure with a mutually agreed narrative. “After all, they have been authoritative executives in the company for many years; we wanted everyone to save face.”

On September 29, 2025, the US Department of Commerce revised and expanded the application of the 50% affiliates rule for the Entity List. Under this rule, Nexperia, as a controlled subsidiary of Wingtech Technology, could also face export control restrictions.

On September 30, 2025, Dutch time, the Dutch Ministry of Economic Affairs and Climate Policy issued a ministerial order to Nexperia, requiring Nexperia and all its subsidiaries, branches, offices, and other global entities—30 subjects in total—to make no adjustments to their assets, intellectual property, business, or personnel for a period of one year. In the view of Wingtech Technology’s management, the provision in this order that “core personnel cannot be dismissed or have their positions adjusted was, to some extent, meant to protect those three. They directly used the ministerial order to be reinstated.”

On October 1, 2025, Nexperia’s statutory director and Chief Legal Officer, with the support of the other two executives—the Chief Financial Officer and the Chief Operating Officer—filed an urgent request with the Dutch Enterprise Court to initiate an investigation into the company and take temporary measures. On the same day, the Enterprise Court directly implemented several emergency measures effective immediately without a hearing, including suspending Zhang Xuezheng from his position as executive director of Nexperia and placing Nexperia’s shares in custodianship with an independent third party. These immediate measures remained in effect until the court hearing on October 6, when a ruling was made on the application for immediate measures after an oral hearing.

“The indictment was submitted in the morning, and by the afternoon/evening, they notified us of the interim judgment.” Wingtech Technology executives believed this efficiency was unusual for the Netherlands. Zhang Xuezheng’s management authority was suspended after October 1. Nexperia’s European executives directly blocked Zhang Xuezheng’s internal Nexperia email, communication systems, and account access. “It cut off our access, as the defendant party, to reasonably obtain evidence. Our Dutch lawyers also believe there are procedural flaws,” a Wingtech Technology executive stated. “Looking back, we were a bit too merciful in handling this matter [referring to the dismissal of the three executives]. Look at how they directly blocked President Zhang’s accounts and everything, the very next day.”

The evidence submitted by several executives that Wingtech obtained from the court consisted of over 500 pages of testimonies and affidavits. These 500-plus pages included the content of emails exchanged between Nexperia and the Dutch Ministry of Economic Affairs since their engagement began in 2024. “We need time to digest the language, time to study these 500 pages, and also time for evidence collection and cross-examination,” said the Wingtech Technology executive. However, the request to postpone the hearing was rejected. “We only had 2 working days to prepare—or 5 days including the weekend—before the hearing on the 6th. It was extremely unfair.”

The Dutch Enterprise Court held the hearing on the afternoon of October 6. On the afternoon of October 7, the court issued a ruling largely upholding the aforementioned immediate measures.

Currently, Zhang Xuezheng has left the Netherlands but has not returned to China. He remains the actual controlling shareholder of Wingtech Technology. Wingtech’s executives remain in communication with Zhang Xuezheng, but they say they do not know his current whereabouts.