High Templar Tech (HTT) offers $2.80–$3.20 per ADS in tender offer

Rhea-AI Filing Summary

High Templar Tech Limited has launched a cash tender offer to purchase its American Depositary Shares at a per-ADS price not greater than $3.20 and not less than $2.80, pursuant to the Offer to Purchase dated May 26, 2026. The Tender Offer materials (Offer to Purchase and Letter of Transmittal) are filed as exhibits and the Schedule TO is submitted to satisfy Rule 13e-4(c)(2) reporting requirements.

Insights

Corporate Finance Counsel

Neutral legal and funding framing of a company-led ADS tender offer.

The filing integrates the Offer to Purchase and Letter of Transmittal by reference and cites Section 9 for the source and amount of funds. The offer sets a floor and cap per ADS ($2.80–$3.20) and lists customary conditions and procedures.

Material dependencies include the conditions in Section 7 and any regulatory approvals referenced in Section 12; timing and consummation depend on satisfaction of those conditions and any amendments to the Offer to Purchase.

Shareholder Relations Analyst

Operational details point to a structured, conditioned repurchase program.

The statement references proration, withdrawal rights, conditional tenders, and payment mechanics, indicating standard tender-offer mechanics. The filing also incorporates exhibits for guaranteed delivery and broker communications to facilitate tenders.

Cash-flow treatment and exact aggregate ADSs sought are set in the Offer to Purchase; subsequent disclosures will show tender results and any proration.

Key Figures

Per-ADS price range: $2.80–$3.20 per ADS CUSIP: 747798106 Issuer phone: +86-592-317-2318 +1 more

4 metrics

Per-ADS price range $2.80–$3.20 per ADS Offer to Purchase dated May 26, 2026

CUSIP 747798106 American Depositary Shares class CUSIP listed on Schedule TO

Issuer phone +86-592-317-2318 Company principal executive contact listed in Schedule TO

Offer to Purchase date May 26, 2026 Effective date of Tender Offer materials filed as exhibits

Key Terms

Tender Offer, American Depositary Shares (ADSs), Schedule TO, Letter of Transmittal, +1 more

5 terms

Tender Offer regulatory

"the “Tender Offer” is defined as the Offer to Purchase and Letter of Transmittal"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

American Depositary Shares (ADSs) market

"American Depositary Shares (Title of Class of Securities)"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

Schedule TO regulatory

"This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Letter of Transmittal regulatory

"the related Letter of Transmittal (together with any amendments or supplements thereto)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Rule 13e-4 regulatory

"to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act"

Rule 13e-4 is a U.S. securities regulation that governs offers by a company or its insiders to buy back shares or take the company private, requiring clear, public disclosures and procedural safeguards for shareholders. It matters to investors because it forces the party making the offer to explain the deal terms, financial impacts, and alternatives so shareholders can judge whether the price and process are fair—much like a rulebook that makes a seller show detailed terms before a home sale to avoid surprises.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

HIGH TEMPLAR TECH LIMITED

(Name of Subject Company (Issuer) and Filing Person (as Offeror))​

American Depositary Shares

(Title of Class of Securities)​

747798106

(CUSIP Number of Class of Securities)​

Min Luo, Chairman and Chief Executive Officer
Telephone: +86-592-317-2318
Email: ir@hightemplar.com
No. 101, Meishe Road, Meilin Street
Tongan District, Xiamen, Fujian Province
China

(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)​

With copies to:

​ Yi Gao
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
Hong Kong, China
(852) 2514-7600 ​ ​ Marisa D. Stavenas
John O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000 ​

Harald Halbhuber
Lesley Janzen
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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Check the appropriate boxes to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

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issuer tender offer subject to Rule 13e-4.

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going-private transaction subject to Rule 13e-3.

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amendment to Schedule 13D under Rule 13d-2.

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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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INTRODUCTORY STATEMENT

This Tender Offer Statement on Schedule TO relates to the offer by High Templar Tech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“High Templar Tech” or the “Company”), to purchase up to 39 million American Depositary Shares (the “ADSs”) of the Company, each representing one Class A ordinary share, par value US$0.0001 per share, at a price not greater than US$3.20 nor less than US$2.80 per ADS, as set forth in the Offer to Purchase (defined below), to the seller in cash, less any applicable withholding taxes, and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Tender Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

The information in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, are incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.

Item 1.   Summary Term Sheet.

The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A), is incorporated herein by reference.

Item 2.   Subject Company Information.

(a)   Name and Address.   The name of the subject company (which is also the issuer) is High Templar Tech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands. The Company’s principal executive offices are located at No. 101, Meishe Road, Meilin Street, Tongan District, Xiamen, Fujian Province, the People’s Republic of China. The Company’s phone number is +(86) 592-317-2318. The information set forth in Section 10 (“Certain Information Concerning the Company”) of the Offer to Purchase is incorporated herein by reference.

(b)   Securities.   The information set forth in the section of the Offer to Purchase captioned “Introduction” is incorporated herein by reference.

(c)   Trading Market and Price.   The information set forth in the section captioned “Introduction” in the Offer to Purchase and Section 8 (“Price Range of ADSs; Dividends”) of the Offer to Purchase is incorporated herein by reference.

Item 3.   Identity and Background of Filing Person.

(a)   Name and Address.   The name of the filing person is High Templar Tech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, which is also the subject company. The information set forth in Section 10 (“Certain Information Concerning the Company”) and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the ADSs”) of the Offer to Purchase and in Schedule I to the Offer to Purchase is incorporated herein by reference.

Item 4.   Terms of the Transaction.

(a)   Material Terms.   The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet,” and in Section 1 (“Number of ADSs; Price; Proration”), Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”), Section 3 (“Procedures for Tendering ADSs”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of ADSs and Payment of Purchase Price”), Section 6 (“Conditional Tender of ADSs”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the ADSs”), Section 12 (“Certain Legal Matters; Regulatory Approvals”),

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Section 13 (“Certain U.S. Federal Income Tax Consequences”), Section 14 (“Extension of the Offer; Termination; Amendment”) and Section 16 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference.

(b)   Purchases.   The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the ADSs”) of the Offer to Purchase is incorporated herein by reference.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements.

(e)   Agreements Involving the Subject Company’s Securities.   The information set forth in Section 11 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the ADSs”) of the Offer to Purchase is incorporated herein by reference.

Item 6.   Purposes of the Transaction and Plans or Proposals.

(a)   Purposes.   The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”) of the Offer to Purchase is incorporated herein by reference.

(b)   Use of Securities Acquired.   The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”) of the Offer to Purchase is incorporated herein by reference.

(c)   Plans.   The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”) of the Offer to Purchase is incorporated herein by reference.

Item 7.   Source and Amount of Funds or Other Consideration.

(a)   Source of Funds.   The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

(b)   Conditions.   The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

(d)   Borrowed Funds.   The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

Item 8.   Interest in Securities of the Subject Company.

(a)   Securities Ownership.   The information set forth in Section 11 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the ADSs”) of the Offer to Purchase is incorporated herein by reference.

(b)   Securities Transactions.   The information set forth in Section 11 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the ADSs”) of the Offer to Purchase is incorporated herein by reference.

Item 9.   Persons/Assets, Retained, Employed, Compensated or Used.

(a)   Solicitation or Recommendation.   The information set forth in Section 15 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.

Item 10.   Financial Statements.

(a) – (b)   Not applicable.

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Item 11.   Additional Information.

(a)   Agreements, Regulatory Requirements and Legal Proceedings.   The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Plans and Proposals”), Section 10 (“Certain Information Concerning the Company”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the ADSs”) and Section 12 (“Certain Legal Matters; Regulatory Approvals”) in the Offer to Purchase is incorporated herein by reference.

(c)   Other Material Information.   The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, are incorporated herein by reference.

Item 12.   Exhibits.

See the Exhibit Index immediately following the signature page.

Item 13.   Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 26, 2026

HIGH TEMPLAR TECH LIMITED

By:

/s/ Min Luo

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Name:

Min Luo

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Title:

Chairman and Chief Executive Officer

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EXHIBIT INDEX

​	Exhibit No.	​	​	Description	​
​	(a)(1)(A)	​	​	Offer to Purchase, dated May 26, 2026.	​
​	(a)(1)(B)	​	​	Letter of Transmittal.	​
​	(a)(1)(C)	​	​	Notice of Guaranteed Delivery.	​
​	(a)(1)(D)	​	​	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.	​
​	(a)(1)(E)	​	​	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.	​
​	(a)(1)(F)	​	​	Summary Advertisement, dated May 26, 2026.	​
​	(a)(5)(A)	​	​	Press release announcing the commencement of the Offer, dated May 26, 2026.	​
​	(d)(1)	​	​	Form of Deposit Agreement (incorporated herein by reference to Exhibit (a) to the registration statement on Form F-6 (File No. 333-220779) filed with the Securities and Exchange Commission on October 3, 2017 with respect to American depositary shares representing our Class A ordinary shares).	​
​	(d)(2)	​	​	Qudian Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).	​
​	(d)(3)	​	​	Amendment No. 1 to Qudian Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).	​
​	(d)(4)	​	​	Amendment No. 2 to Qudian Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).	​
​	(d)(5)	​	​	Trust Deed Constituting Qudian Inc. Equity Incentive Trust, dated December 30, 2016, between Qudian Inc. and Ark Trust (Hong Kong) Limited (incorporated herein by reference to Exhibit 10.37 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).	​
​	(d)(6)	​	​	Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).	​
​	(d)(7)	​	​	Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-220511), as amended, initially filed with the Securities and Exchange Commission on September 18, 2017).	​
​	107	​	​	Filing Fee Table.	​

FAQ

What price is High Templar Tech (HTT) offering for ADSs?

The tender offer price range is $2.80 to $3.20 per ADS. The Offer to Purchase dated May 26, 2026 contains full pricing mechanics, proration rules, and payment procedures for accepted ADSs.

When was the HTT tender offer initiated?

The Offer to Purchase and related Tender Offer materials are dated May 26, 2026. The Schedule TO incorporates those materials and the exhibits filed on that date as the operative offer documents.

How will ADS holders tender their shares for HTT's offer?

Holders must follow the procedures in the Offer to Purchase and the Letter of Transmittal, including any Notice of Guaranteed Delivery and broker nominee instructions filed as exhibits to the Schedule TO.

Who should be contacted for questions about the HTT tender offer?

Primary contact is Min Luo, Chairman and CEO, telephone +(86) 592-317-2318 or email ir@hightemplar.com; legal counsel listed is Cleary Gottlieb Steen & Hamilton LLP in New York.

What conditions could affect completion of the HTT offer?

The Offer to Purchase lists conditions in Section 7 and regulatory items in Section 12. Completion depends on satisfaction of those conditions and any financing or approval contingencies described in the offer materials.