RITRF 6-K

Reitar Logtech Holdings Ltd (RITRF)

6-K 2026-09-04 For: 2026-09-04

Added on September 04, 2026

Exhibit No.		Description
3.1		Fourth Amended and Restated Memorandum and Articles of Association

	Reitar Logtech Holdings Limited

	By:	/s/ Kin Chung Chan
	Name:	Kin Chung Chan
	Title:	Director, Chairman and Chief Executive Officer

Date: September 4, 2026

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5

2	Shares	6
Power to issue Shares and options, with or without special rights		6
Power to issue fractions of a Share		6
Power to pay commissions and brokerage fees		6
Trusts not recognised		6
Security interests		7
Rights of Shares		7
Power to vary class rights		8
Effect of new Share issue on existing class rights		9
Capital contributions without issue of further Shares		9
No bearer Shares or warrants		10
Treasury Shares		10
Rights attaching to Treasury Shares and related matters		10
Register of Members		11
Annual Return		11

3	Share certificates	11
Issue of share certificates		11
Renewal of lost or damaged share certificates		12

4	Lien on Shares	12
Nature and scope of lien		12
Company may sell Shares to satisfy lien		12
Authority to execute instrument of transfer		12
Consequences of sale of Shares to satisfy lien		13
Application of proceeds of sale		13

5	Calls on Shares and forfeiture	13
Power to make calls and effect of calls		13
Time when call made		14
Liability of joint holders		14
Interest on unpaid calls		14
Deemed calls		14
Power to accept early payment		14
Power to make different arrangements at time of issue of Shares		14
Notice of default		15
Forfeiture or surrender of Shares		15
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		15
Effect of forfeiture or surrender on former Member		16
Evidence of forfeiture or surrender		16
Sale of forfeited or surrendered Shares		16

6	Transfer of Shares	17
Form of Transfer		17
Suspension of transfers		18
Company may retain instrument of transfer		18
Notice of refusal to register		18

7	Transmission of Shares	18
Persons entitled on death of a Member		18
Registration of transfer of a Share following death or bankruptcy		18
Indemnity		19
Rights of person entitled to a Share following death or bankruptcy		19

8	Alteration of capital	19
Increasing, consolidating, converting, dividing and cancelling share capital		19
Dealing with fractions resulting from consolidation of Shares		20
Reducing share capital		20

9	Redemption and purchase of own Shares	21
Power to issue redeemable Shares and to purchase own Shares		21
Power to pay for redemption or purchase in cash or in specie		21
Effect of redemption or purchase of a Share		21

10	Meetings of Members	22
Annual and extraordinary general meetings		22
Power to call meetings		22
Content of notice		23
Period of notice		24
Persons entitled to receive notice		24
Accidental omission to give notice or non-receipt of notice		24

11	Proceedings at meetings of Members	25
Quorum		25
Lack of quorum		25
Chairman		25
Right of a Director to attend and speak		26
Accommodation of Members at meeting and Virtual Meeting		26
Security		26
Adjournment		26
Method of voting		27
Outcome of vote by show of hands		27
Withdrawal of demand for a poll		27
Taking of a poll		27
Chairman’s casting vote		28
Written resolutions		28
Sole-Member Company		29

12	Voting rights of Members	29
Right to vote		29
Rights of joint holders		30
Representation of corporate Members		30
Member with mental disorder		30
Objections to admissibility of votes		31
Form of proxy		31
How and when proxy is to be delivered		31
Voting by proxy		33

13	Number of Directors	33

14	Appointment, disqualification and removal of Directors	33
First Directors		33
No age limit		33
Corporate Directors		33
No shareholding qualification		33
Appointment of Directors		33
Board’s power to appoint Directors		34
Removal of Directors		34
Resignation of Directors		34
Termination of the office of Director		34

15	Alternate Directors	35
Appointment and removal		35
Notices		36
Rights of alternate Director		36
Appointment ceases when the appointor ceases to be a Director		36
Status of alternate Director		36
Status of the Director making the appointment		36

16	Powers of Directors	36
Powers of Directors		36
Directors below the minimum number		36
Appointments to office		37
Provisions for employees		37
Exercise of voting rights		37
Remuneration		37
Disclosure of information		38

17	Delegation of powers	38
Power to delegate any of the Directors’ powers to a committee		38
Local boards		39
Power to appoint an agent of the Company		39
Power to appoint an attorney or authorised signatory of the Company		39
Borrowing Powers		39
Corporate Governance		40

Companies Act (Revised) Company Limited by Shares Reitar Logtech Holdings Limited 域塔物流科技控股有限公司

	fourth AMENDED and RESTATED ARTICLES of association (as adopted by special resolutions passed on 3 September 2026)

18	Meetings of Directors	40
Regulation of Directors’ meetings		40
Calling meetings		40
Notice of meetings		40
Use of technology		40
Quorum		40
Chairman or deputy to preside		40
Voting		40
Recording of dissent		41
Written resolutions		41
Validity of acts of Directors in spite of formal defect		41

19	Permissible Directors’ interests and disclosure	41

20	Minutes	42

21	Accounts and audit	42
Auditors		42

22	Record dates	43

23	Dividends	43

Source of dividends		43
Declaration of dividends by Members		43
Payment of interim dividends and declaration of final dividends by Directors		43
Apportionment of dividends		44
Right of set off		44
Power to pay other than in cash		44
How payments may be made		44
Dividends or other monies not to bear interest in absence of special rights		45
Dividends unable to be paid or unclaimed		45

24	Capitalisation of profits	45
Capitalisation of profits or of any share premium account or capital redemption reserve;		45
Applying an amount for the benefit of Members		45

25	Share Premium Account	45
Directors to maintain share premium account		45
Debits to share premium account		46

26	Seal	46
Company seal		46
Duplicate seal		46
When and how seal is to be used		46
If no seal is adopted or used		46
Power to allow non-manual signatures and facsimile printing of seal		46
Validity of execution		46

27	Indemnity	47
Release		47
Insurance		47

28	Notices	47
Form of notices		47
Electronic communications		48
Persons entitled to notices		48
Persons authorised to give notices		49
Delivery of written notices		49
Joint holders		49
Signatures		49
Giving notice to a deceased or bankrupt Member		49
Date of giving notices		50
Saving provision		50

29	Authentication of Electronic Records	50
Application of Articles		50
Authentication of documents sent by Members by Electronic means		50
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		50
Manner of signing		51
Saving provision		51

30	Transfer by way of continuation	51

31	Winding up	52
Distribution of assets in specie		52
No obligation to accept liability		52

32	Amendment of Memorandum and Articles	52
Power to change name or amend Memorandum		52
Power to amend these Articles		52

Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member’s registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website