Star Properties Cayman Islands : OPEN OFFER OF 179,200,000 OFFER SHARES AT HK$0.75 PER OFFER SHARE ON THE BASIS OF TWO (2) OFFER SHARES FOR EVERY FIVE (5) EXISTING SHARES HELD ON THE RECORD DATE

If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this Prospectus together with the accompanying Application Form and Excess Application Form to the purchaser(s) or transferee(s), or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

A copy of each of the Prospectus Documents, together with the written consent referred to in the paragraph headed ''Qualification and Consent of Expert'' in Appendix III to this Prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong takes no responsibility as to the contents of any of these documents. You should read the whole of the Prospectus Documents including the discussions of certain risks and other factors as set out in the paragraphs headed ''Warning of the risks of dealing in the Shares'' in the ''Letter from the Board'' in this Prospectus.

Subject to the granting of the approval for the listing of, and permission to deal in, the Offer Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of the Prospectus Documents, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the Prospectus Documents.

Star Properties Group (Cayman Islands) Limited

星 星 地 產 集 團（ 開 曼 群 島 ）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1560)

OPEN OFFER OF 179,200,000 OFFER SHARES AT HK$0.75 PER OFFER SHARE

ON THE BASIS OF TWO (2) OFFER SHARES FOR

EVERY FIVE (5) EXISTING SHARES HELD ON THE RECORD DATE

Underwriter to the Open Offer

Great Roc Capital Securities Limited

The latest time for acceptance of and payment for the Offer Shares is 4:00 p.m. on Monday, 4 September 2017. The procedures for acceptance and payment for the Offer Shares are set out on pages 22 to 25 of this Prospectus.

The Underwriting Agreement in respect of the Open Offer contains provisions entitling the Underwriter by notice in writing to the Company to terminate the obligations of the Underwriter thereunder on the occurrence of certain events. These events are set out in the section headed ''Termination or rescission of the Underwriting Agreement'' on pages 10 to 11 of this Prospectus.

Shareholders should note that the existing Shares have been dealt in on ex-entitlement basis from Wednesday, 9 August 2017. If prior to the Latest Time for Termination, the Underwriter terminates the Underwriting Agreement or if any of the other conditions of the Open Offer as set out in the paragraph headed ''Conditions of the Open Offer'' contained in this Prospectus are not fulfilled, the Open Offer will not proceed.

Any dealings in the Shares up to the date on which all the conditions of the Open Offer are fulfilled (which is expected to be at 4:00 p.m. on Tuesday, 5 September 2017), will accordingly bear the risk that the Open Offer may not become unconditional and may not proceed. Any Shareholder or other person contemplating selling or purchasing Shares who is in any doubt about his/her position is recommended to consult his/her own professional adviser.

21 August 2017

Page

DEFINITIONS 1

EXPECTED TIMETABLE 8

TERMINATION OR RESCISSION OF THE UNDERWRITING AGREEMENT 10

LETTER FROM THE BOARD 12

APPENDIX I - FINANCIAL INFORMATION OF THE GROUP ..... ....... ..... I-1

APPENDIX II - UNAUDITED PRO FORMA FINANCIAL

INFORMATION OF THE GROUP ...... ........ ....... ..... II-1

APPENDIX III - GENERAL INFORMATION ........ ....... ........ ....... ..... III-1

APPENDIX IV - FINANCIAL INFORMATION OF

CANTON GLORY LIMITED ...... ....... ........ ....... ..... IV-1

In this Prospectus, unless the context otherwise requires, the following expressions shall have the following meanings:

''Announcement'' the announcement of the Company dated 26 July 2017 in relation to the Open Offer

''Application Form(s)'' the application form(s) for use by the Qualifying

Shareholders to apply for the Offer Shares

''associate(s)'' has the meaning ascribed to it under the Listing Rules

''Board'' the board of Directors

''business day(s)'' a day (other than a Saturday or Sunday or days on which a typhoon signal no. 8 or above or black rainstorm signal is hoisted in Hong Kong between 9:00 a.m. and 5:00 p.m.) on which banks are generally open for business more than five hours in Hong Kong

''BVI'' British Virgin Islands

''CCASS'' the Central Clearing and Settlement System established and operated by HKSCC

''Committed Shares'' the aggregate of 134,400,000 Offer Shares which Star

Properties BVI and Eagle Trend have respectively undertaken to accept under the Open Offer pursuant to the Underwriting Agreement and the Irrevocable Undertakings

''Companies (WUMP) Ordinance'' the Companies (Winding Up and Miscellaneous Provisions)

Ordinance, Chapter 32 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time)

''Company'' Star Properties Group (Cayman Islands) Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1560)

''connected person(s)'' has the meaning ascribed to it under the Listing Rules

''Controlling Shareholder'' has the meaning ascribed to it under the Listing Rules

''CWK Project'' a property development project which is currently under development by the Group and is intended to redevelop an existing industrial building into a 20-storey office tower with podium comprising a mixed use of offices and commercial services

''Deed of Indemnity'' the deed of indemnity dated 27 June 2016 and executed by

the Controlling Shareholders of the Company in favour of the Company in relation to certain indemnities, particulars of which are set out in the IPO Prospectus

''Deed of Non-Competition'' the deed of non-competition dated 27 June 2016 and

executed by the Controlling Shareholders of the Company in favour of the Company, particulars of which are set out in the IPO Prospectus

''Director(s)'' director(s) of the Company for the time being

''Eagle Trend'' Eagle Trend (BVI) Limited, a company incorporated in the BVI with limited liability and wholly owned by Mr. Jack Lam

''Eagle Trend

Existing Shares''

27,328,000 Shares, representing approximately 6.1% of the issued share capital of the Company as at the Record Date

''Excess Application Form'' the application form for the Qualifying Shareholders to use

for application of the Excess Shares

''Excess Shares'' Offer Shares over and above the assured entitlements of the Qualifying Shareholders under the Open Offer

''Excluded Shareholders'' (if any) Shareholders whose names appear on the register

of members of the Company at the close of business on the Record Date and whose addresses as shown on such register are outside Hong Kong are in a place where the Directors, based on legal opinions provided by the legal advisers of the relevant jurisdictions, consider it necessary or expedient not to offer the Open Offer to such Shareholders on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

''Global Offering'' the public offering and placing of Shares to members of the public in Hong Kong as well as institutional and professional investors and other investors in Hong Kong, details of which are set out in the IPO Prospectus

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong

''HKSCC'' Hong Kong Securities Clearing Company Limited

''Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China

''Hong Kong Underwriting Agreement''

the underwriting agreement dated 29 June 2016 relating to the Hong Kong Public Offering (as defined in the IPO Prospectus) entered into between, amongst others, the Company, its Controlling Shareholders, the Sole Global Coordinator (as defined in the IPO Prospectus) and the Hong Kong Underwriters (as defined in the IPO Prospectus)

''IPO Prospectus'' the prospectus issued by the Company and dated 30 June 2016 in relation to the Global Offering

''Irrevocable Undertakings'' collectively, the irrevocable undertakings dated 26 July

2017 and given by each of Star Properties BVI and Eagle Trend in favour of the Company and the Underwriter, further details of which are set out in the paragraph headed ''Undertakings Given By Star Properties BVI and Eagle Trend'' in this Prospectus

''Last Trading Day'' 25 July 2017, being the last trading day for the Shares

immediately prior to the date of the Announcement

''Latest Practicable Date'' 15 August 2017, being the latest practicable date for

ascertaining certain information for inclusion in this Prospectus

''Latest Time for Acceptance'' 4:00 p.m. on 4 September 2017 or such later time or date

as may be agreed between the Company and the Underwriter, being the latest time for acceptance of and payment for, the Offer Shares and the application for and payment for the Excess Shares in the manner as set out in the Prospectus Documents (or such other time or date as the Underwriter and the Company may agree in writing)

''Latest Time for Termination'' 4:00 p.m. on the following business day immediately after

the Latest Time for Acceptance or such later time or date as may be agreed between the Company and the Underwriter, being the latest time to terminate the Underwriting Agreement (or such other time or date as the Underwriter and the Company may agree in writing)

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''Mr. Jack Lam'' Lam Kin Kok, an executive Director and the sole shareholder of Eagle Trend

''Mr. Joe Chan'' Chan Man Fai Joe, an executive Director, a Controlling Shareholder and the sole shareholder of Star Properties BVI

''Offer Share(s)'' 179,200,000 new Shares proposed to be allotted and issued to the Qualifying Shareholders for subscription pursuant to the Open Offer on the terms and subject to the conditions set out in the Underwriting Agreement and in the Prospectus Documents

''Open Offer'' the proposed offer for subscription by the Qualifying Shareholders for the Offer Shares at the Subscription Price on the terms and subject to the conditions set out in the Underwriting Agreement and the Prospectus Documents

''Option(s)'' option(s) granted or to be granted under the Share Option Scheme

''Overseas Shareholder(s)'' Shareholder(s) whose addresses as shown on the register of

members of the Company as at the close of business on the Record Date is/are outside Hong Kong

''Prospectus'' this prospectus, being the prospectus issued by the Company in relation to the Open Offer

''Prospectus Documents'' this Prospectus, the Application Form and the Excess

Application Form

''Prospectus Posting Date'' 21 August 2017, or such other date as the Underwriter may

agree in writing with the Company as the date of despatch of the Prospectus Documents to the Qualifying Shareholders and for information only, the Prospectus to the Excluded Shareholders

''Qualifying Shareholder(s)'' Shareholder(s) whose names appear on the register of

members of the Company at the close of business on the Record Date, other than the Excluded Shareholders

''Record Date'' 18 August 2017 or such other date as the Underwriter may agree in writing with the Company as the date by reference to which entitlements to the Open Offer are expected to be determined

''Registrar'' Tricor Investor Services Limited, being the branch share registrar and transfer office of the Company in Hong Kong

''SFC'' the Securities and Futures Commission of Hong Kong

''SFO'' The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Share Option Scheme'' the share option scheme adopted by the Company on 27

June 2016

''Share(s)'' ordinary share(s) of HK$0.01 each in the share capital of the Company

''Shareholder(s)'' the shareholder(s) of the Company

''Specified Event'' an event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which if it had occurred or arisen before the date of the Underwriting Agreement would have rendered any of the representations, warranties and undertakings contained in the Underwriting Agreement to be untrue or incorrect in any material respect

''Star Properties BVI'' Star Properties Holdings (BVI) Limited, a company

incorporated in the BVI with limited liability and wholly owned by Mr. Joe Chan

''Star Properties BVI Existing Shares''

308,672,000 Shares, representing approximately 68.9% of the issued share capital of the Company as at the Record Date

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Subscription Price'' the issue price of HK$0.75 per Offer Share at which the

Offer Shares are proposed to be offered for subscription

''Substantial Shareholder(s)'' has the meaning ascribed to it under the Listing Rules

''Takeovers Code'' the Hong Kong Code on Takeovers and Mergers and Share Buy-backs

''The Galaxy'' an industrial building developed by the Group and known as The Galaxy which is situated at Section E of Lot No. 693 in Demarcation District No. 445, No. 313 Castle Peak Road Kwai Chung, New Territories, Hong Kong

''The Star'' an industrial building developed by the Group and known as The Star which is situated at The Remaining Portion of Section B of Lot No. 693 in Demarcation District No. 445,

Kwai Chung, New Territories, Hong Kong

''Underwriter'' Great Roc Capital Securities Limited, a corporation licensed to conduct type 1 regulated activity (dealing in securities) and type 4 regulated activity (advising on securities) under the SFO

''Underwriting Agreement'' the underwriting agreement dated 26 July 2017 and entered

into between the Company, Star Properties BVI, Eagle Trend and the Underwriter in relation to the Open Offer

''Underwritten Shares'' 44,800,000 Offer Shares, being the total number of Offer

Shares to which holders of existing Shares are entitled pursuant to the Open Offer less the Committed Shares, underwritten by the Underwriter pursuant to the terms of the Underwriting Agreement

''Yue Fung Project'' a property development project which is currently under

development by the Group and involves the carrying out of alterations and additions works on the existing industrial building situated at Yuen Long Town Lot No. 374, No. 22 Wang Yip Street, Yuen Long, New Territories, Hong Kong

''Yuen Long Site Project'' a property development project which is currently under

development by the Group and is intended to be developed into a residential complex with some shops

''%'' per cent.

The following is a summary of the events in relation to the proposed Open Offer and the dates upon which these events are currently expected to take place:

2017

(Hong Kong time) Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 August

Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 August

Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . . Monday, 21 August

Latest Time for Acceptance . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 4 September

Latest Time for Termination . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 5 September Announcement of the results of the Open Offer . . . . . . . . . . . . . . . . . . Friday, 8 September

Despatch of share certificates for fully-paid

Offer Shares and refund cheques . . . . . . . . . . . . . . . . . . . . . . . Monday, 11 September

Expected first day of dealings in fully-paid Offer

Shares on the Stock Exchange . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 12 September

All times and dates stated above refer to Hong Kong local times and dates. The expected timetable for the Open Offer set out above and all dates and deadlines specified in this Prospectus are indicative only and may be varied by agreement between the Company and the Underwriter. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE

The Latest Time for Acceptance will not take place if there is a tropical cyclone warning signal no. 8 or above or a ''black'' rainstorm warning:

1. in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on 4 September 2017. Instead, the Latest Time for Acceptance will be extended to 5:00 p.m. on the same business day; or

2. in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on 4 September 2017. Instead, the Latest Time for Acceptance will be rescheduled to 4:00

   p.m. on the following business day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m..

   If the Latest Time for Acceptance does not take place on 4 September 2017, the dates mentioned in the section headed ''Expected timetable'' above in this Prospectus may be affected. In such event, the Company will notify the Shareholders by way of announcement on any change to the expected timetable as soon as practicable.

   The Underwriter shall be entitled to terminate the Underwriting Agreement by notice in writing to the Company served prior to the Latest Time for Termination if, prior to the Latest Time for Termination:

3. in the reasonable opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by:

4. the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the sole and reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or

5. the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic or other nature (whether or not of the same kind as any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the sole and reasonable opinion of the Underwriter, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or

6. any material adverse change in the business or in the financial or trading position of the Group as a whole.

7. any material adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the sole and reasonable opinion of the Underwriter are likely to materially or adversely affect the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or

8. there is any change in the circumstances of the Company or any member of the Group which in the sole and reasonable opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or