High Templar Tech Limited (the "Company," "High Templar" or "we") (NYSE:HTT), announced today the preliminary results of its "modified Dutch Auction" tender offer 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, which expired at 5:00 P.M., New York City time, on June 24, 2026.
Based on the preliminary count by Equiniti Trust Company, LLC, the depositary for the tender offer (the "Depositary"), a total of 46,046,558 ADSs of the Company were properly tendered and not properly withdrawn at or below the purchase price of US$3.20 per ADS, including 446,909 ADSs that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, the Company expects to purchase approximately 40,869,952 ADSs that were tendered in the tender offer at a purchase price of US$3.20 per ADS, for an aggregate cost of approximately US$130.8 million, excluding fees and expenses relating to the tender offer. Included in the 40,869,952 ADSs that the Company expects to purchase are 1,869,952 ADSs that the Company has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding ADSs. Due to the oversubscription of the tender offer, the Company expects to accept the ADSs on a pro rata basis, except for tenders of "odd lots," which will be accepted in full, and conditional tenders that will automatically be regarded as withdrawn because the condition of the tender has not been met, and has been informed by the Depositary that the preliminary proration factor for the Offer is approximately 88.8%, assuming all ADSs tendered by notice of guaranteed delivery will be delivered. The total of 40,869,952 ADSs that the Company expects to purchase represents approximately 43.7% of the total number of ADSs outstanding as of June 24, 2026.
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