Four years and eight months, seven lawsuits, from 50,000 yuan to 27.8 billion yuan: A complete review of the equity dispute involving Cambricon's former CTO

Deep News
10/01

The dispute between Cambricon Technologies Corporation Limited (688256) and its former deputy general manager and chief technology officer, Liang Jun, has now stretched across four years and eight months and seven separate legal actions.

What began as a departure from the company in February 2022 has evolved into a sprawling, multi-front legal battle that raises fundamental questions about how co-founders and key employees should part ways.

As of October 1, 2026, six of the seven cases between Liang Jun and the company's equity incentive platform and management entities have concluded with Liang Jun losing (Announcement 2026-036, page 1).

The seventh case, a labor dispute filed by Liang Jun, has seen his claim amount raised from 4.287 billion yuan to 27.832 billion yuan. It has been filed but has not yet gone to trial.

The case vividly illustrates the typical difficulties that arise when a co-founder departs and an equity dispute follows: repurchase clauses agreed upon before an IPO collide with a sharp post-IPO rise in share price; the legal logic of civil contracts and labor relations become intertwined; and disputes unfold simultaneously across different courts and arbitration bodies.

This article reviews the full scope of the case and, drawing on judicial practice and IPO review precedents, outlines resolution paths across three stages: before the dispute, during the dispute, and after the dispute.

I. The Disputing Partners

The parties and the subject matter of the dispute are as follows. The party is Liang Jun, former deputy general manager and chief technology officer of Cambricon. His shares are held indirectly through an employee shareholding platform, Beijing Aixi Technology Center (limited partnership), amounting to 11,523,184 shares of Cambricon stock. The capital contribution in the Aixi Technology Center platform was 25,067.4 yuan, and in Tianjin Xuansuan No. 9 it was 27,574.1 yuan, according to Announcement 2025-067 as cited by media. The repurchase clause states that departure during a period when shareholding rights may not be disposed of triggers the repurchase right. The company claims the repurchase price is approximately 52,600 yuan, representing the paid-in capital contribution plus interest at an annualized rate of 5%, according to media reports.

Timeline (2017–2026)

In 2017, Liang Jun joined the company and signed a Letter of Intent for Employment. In 2019, he and other participants jointly signed the Shareholding Plan, according to Announcement 2025-067 as cited by media. On July 20, 2020, Cambricon listed on the STAR Market. On February 10, 2022, Liang Jun notified the company of the termination of his labor contract, claiming the company failed to fulfill the Letter of Intent and did not provide working conditions as required by the labor contract, constituting a forced termination. He departed in March 2022, when the share price was 66.02 yuan. In 2023, the company's equity incentive-related entities sued Liang Jun, demanding he cooperate with the industrial and commercial registration change for the repurchase, according to Announcement 2026-036, page 1. On January 2, 2024, the shares indirectly held by Liang Jun were unlocked, and he applied to reduce his holdings, but the company did not cooperate, according to media reports. On January 23, 2025, the repurchase case was heard at the Haidian District Court, according to Liang Jun's social media posts as cited by media. On November 1, 2025, the company disclosed the labor dispute lawsuit with a claim of approximately 4.287 billion yuan, according to Announcement 2025-067. In November 2025, the first-instance judgment in the repurchase case was issued, and Liang Jun lost, according to Announcement 2026-036, page 1. In August 2026, the second-instance (final) judgment in the repurchase case was issued, and Liang Jun lost again, entering the enforcement stage, according to Announcement 2026-036, page 1. On October 1, 2026, the company disclosed that Liang Jun had amended his claims, raising the amount to approximately 27.832 billion yuan, according to Announcement 2026-036.

The Litigation Map

Liang Jun filed two reverse lawsuits against the platforms, one in court and one in arbitration, seeking to confirm that the arbitration clause in the Partnership Agreement of Tianjin Xuansuan No. 9 is invalid and to revoke the Partnership Agreement of Beijing Aixi Technology Center. Liang Jun lost both. The company-related entities filed the repurchase case against Liang Jun, seeking an order for him to cooperate with the industrial and commercial registration change; Liang Jun lost in both the first and second instances, and the case is now in enforcement. Other related cases have not been individually listed in the announcements but, together with the above, total six cases, all of which concluded with Liang Jun losing. Liang Jun filed a labor dispute case against Cambricon, seeking compensation for equity incentive losses, with the claim raised from 4.287 billion yuan to 27.832 billion yuan. The case has been filed but not yet heard. Note: regarding the two reverse lawsuits, media reports indicate one was in a people's court and one in an arbitration institution, but publicly available information is insufficient to confirm which claim corresponds to which forum.

Four Price Benchmarks for the Same Equity Interest

The repurchase consideration based on the capital contribution (excluding interest) is 52,641.5 yuan, representing a multiple of 1. The market value at the time of departure (for illustration) is approximately 761 million yuan (11,523,184 shares multiplied by 66.02 yuan, calculated by Lingtong News), representing approximately 14,500 times the repurchase price. The original claim (at 372 yuan per share) was 4,286,624,448 yuan, approximately 81,400 times. The amended claim (at 1,620 yuan per share) is 27,831,946,056 yuan, approximately 529,000 times.

II. Core Points of Contention

1. The Nature of the Interest: Partnership Share or Labor Remuneration

The company argues that this is a conditional partnership share, governed by the Shareholding Plan and the partnership agreement. Liang Jun argues that the equity should be regarded as part of his labor remuneration, tracing the legal basis back to the Letter of Intent for Employment signed when he joined in 2017. The final judgment in the repurchase case has confirmed the validity of the contract terms. Whether the labor dispute case can independently establish a separate basis for a claim is the core focus of the next stage.

2. Whether the Departure Is "Attributable" to the Company

Liang Jun claims he was forced to terminate the labor contract. Lingtong News notes that some lawyers, after reviewing judicial practice, have pointed out that certain views hold: if the employer illegally terminates the labor contract, it effectively brings about the condition of "employee departure" through improper means, and from a fairness perspective, the repurchase condition should not be deemed fulfilled. In this case, the effective judgment in the repurchase case has already determined that the repurchase clause was triggered. Whether the labor dispute case will make a different finding on the reason for departure remains to be determined at trial.

3. The Pricing Benchmark for Losses

Liang Jun's claim calculates losses based on the highest share price in the range. Whether this approach has precedent support in existing judicial practice is something Lingtong News has not yet found in publicly available cases, and it remains for the court to determine.

III. Industry Perspective: Judicial Practice and IPO Review Standards

1. How Courts Determine Repurchase Prices

Under the principal-plus-fixed-interest method, one court supported an incentive recipient's claim for investment principal of 120,000 yuan plus returns calculated at an annual rate of 8% from the actual contribution date to the actual repurchase payment date, according to a judgment cited in a law firm article. Under the most recent audited net assets method, the Beijing First Intermediate People's Court (2021) Jing 01 Min Zhong No. 4882 supported an agreement providing that upon completing three years of service, the repurchase would be at a per-share price converted from the most recent audited net assets at the time of departure, according to a judgment cited in a law firm article. Under the original purchase price method, the Hangzhou Shangcheng District Court (2022) Zhe 0102 Min Chu No. 4906 interpreted "departure" broadly under a commitment letter providing that departure before a specified date would trigger repurchase at the original subscription amount without premium returns, according to a judgment cited in a law firm article. Where the contract does not specify market-value exit, lawyers reviewing cases note that employees commonly argue "exit should also be at stock market value," while company agreements only provide for exit at principal plus interest during the lock-up period, leading to litigation between the parties, according to a law firm article.

2. Common Repurchase Clauses in IPO Review

For Kexin Communications (STAR Market IPO), the company's repurchase clause provides that departure before a specified time is deemed a waiver of incentive equity, and departure after the specified time triggers repurchase at a fixed price plus 5% annual interest, according to a supplementary legal opinion. For Haoen Automotive Electronics (ChiNext IPO), if a holder of pre-IPO employee shareholding plan shares departs, they must transfer the shares to a board-designated person at the acquisition cost, according to a first-round inquiry response.

3. Lingtong News Observations

First, "cost price or principal plus fixed interest" is the mainstream repurchase standard for employee shareholding platforms of pre-IPO companies, and Cambricon's terms are not unusual. Second, however, such clauses generally only specify the price and do not anticipate how to handle a sharp post-IPO rise in share price. When the clauses were signed, neither party could have foreseen a valuation leap of more than twenty times, or even hundreds of times, and this is where the risk of dispute lies.

IV. Solutions: Three Lines of Defense for Co-Founder "Breakups"

First Line of Defense: Ex-Ante Clause Design

The mechanism and specific approach are as follows, targeting the pain points of this case. For vesting in installments, equity should vest gradually by years of service, for example over four years with vesting beginning after one full year, so that vested portions are retained upon departure, avoiding a situation where years of service result in all equity being "reset to zero." For classification of departure scenarios, some lawyers suggest distinguishing three categories: ordinary departure triggers repurchase at the original contribution amount; departure after performance targets are met triggers repurchase at net assets or market price; and malicious departure triggers repurchase at a nominal price, incorporating disputed scenarios such as "forced departure" into the agreement. For pre- and post-IPO segmented pricing, pre-IPO pricing should be based on cost or net assets; during the post-IPO lock-up period, pricing should be at a certain discount to market price, or a weighted combination of grant price and market price, to narrow the disparity between the repurchase price and market price. For unified dispute resolution, the Letter of Intent, labor contract, shareholding plan, and partnership agreement should unify dispute resolution methods and jurisdiction to prevent parallel litigation under multiple causes of action and in multiple forums. For hierarchy of document effectiveness, later-signed documents should explicitly supersede the equity clauses in earlier-signed documents, preventing reliance on early letters of intent to initiate separate litigation. For repurchase execution mechanisms, a repurchase notice period, deemed-consent clauses, and authorization for the platform's GP to handle changes on behalf of the party should be preset, avoiding prolonged litigation caused by a party's "refusal to cooperate."

Second Line of Defense: Departure Negotiation

First, partial retention: retain a portion of the shares based on years of service, with the remainder repurchased at the agreed price. Second, discounted cash settlement: negotiate a one-time consideration between the cost price and market price in exchange for the other party waiving all litigation. Third, conditional retention: retain partial equity while binding non-compete, confidentiality, and non-solicitation obligations, with breach triggering repurchase. Fourth, introduce third-party mediation: use commercial mediation or independent directors on the board to mediate, avoiding multi-front litigation as much as possible.

Third Line of Defense: Litigation Stage

For the company: first, timely fulfill information disclosure obligations, distinguishing between the amount claimed unilaterally and the actual risk exposure. Second, assess whether provisions for estimated liabilities need to be recognized and explain the basis for the judgment. For the departing individual: first, once the validity of the contract has been confirmed by an effective judgment, the room to assert claims under other causes of action will narrow significantly. Second, when assessing the likelihood of success, litigation costs should be carefully evaluated in light of existing judgments. For other employees: the company should communicate internally about the implementation of incentive clauses to prevent an individual case from undermining team trust in equity incentives.

Self-Check List for Pre-IPO Companies

First, does the shareholding plan provide for vesting in installments rather than an "all-or-nothing" approach? Second, does it distinguish repurchase prices for normal departure, at-fault departure, and passive departure? Third, does it specify the pricing method for departure during the post-IPO lock-up period? Fourth, are the equity clauses in onboarding documents, labor contracts, and incentive agreements consistent, and is the relationship of supersession clearly stated? Fifth, are dispute resolution methods and jurisdiction unified? Sixth, does repurchase execution have procedural safeguards such as GP authorization to handle changes? Seventh, has the repurchase from historical departing personnel completed the industrial and commercial registration change, and are there any unresolved disputes?

V. Lingtong News Observations

First, the core of the Cambricon case is not about who is right or wrong, but that the incentive clauses designed before the IPO did not reserve an intermediate price for the simultaneous occurrence of a "midway breakup" and a "valuation surge." The effective judgment confirmed the validity of the clauses but could hardly eliminate the gap in both parties' perceptions of fairness. Second, from the departure in 2022 to ongoing litigation in 2026, the case has lasted four years and eight months. The time cost of litigation and the pressure of information disclosure are borne by both parties, and market attention has risen along with the claim amount. Third, for co-founding teams, "getting rich together" requires clearly writing out "how to settle when parting ways" in advance. Installment vesting, classified pricing, segmented valuation, and unified jurisdiction—the design cost of these four clauses is far lower than a multi-front litigation lasting several years. Fourth, the trial date of the labor dispute case, the court's determination of the validity of the Letter of Intent for Employment, and the company's accounting treatment of contingent matters have not yet been further explained, and Lingtong News will continue to follow up.

Evidence Note

All content involving judgments is cited from law firm articles or media, and Lingtong News has not yet obtained the original texts. The first- and second-instance judgments in the repurchase case remain to be obtained; verification is recommended before formal publication, along with noting the query date.

Disclaimer: All information in this article comes from publicly disclosed documents and is solely for market observation. It does not constitute investment advice and does not make any determination as to whether the company has violated the law.

免责声明:投资有风险,本文并非投资建议,以上内容不应被视为任何金融产品的购买或出售要约、建议或邀请,作者或其他用户的任何相关讨论、评论或帖子也不应被视为此类内容。本文仅供一般参考,不考虑您的个人投资目标、财务状况或需求。TTM对信息的准确性和完整性不承担任何责任或保证,投资者应自行研究并在投资前寻求专业建议。

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