CIRCULAR DATED 10 FEBRUARY 2021 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO THE ACTION THAT YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISOR OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. TESSA THERAPEUTICS LTD. (Company Registration No. 201120185N) (Incorporated in the Republic of Singapore) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED WHITEWASH RESOLUTION FOR WAIVER BY INDEPENDENT SHAREHOLDERS (AS DEFINED HEREIN) OF THEIR RIGHT TO RECEIVE A MANDATORY GENERAL OFFER FROM THE LEAD INVESTOR. Independent Financial Adviser in relation to the Proposed Whitewash Resolution (as defined herein) KPMG Corporate Finance Pte Ltd. (Company Registration No. 198500417D) IMPORTANT DATES AND TIMES Last date and time for lodgement of the Proxy Form : 22 February 2021 at 7.30 p.m. (Singapore time) Date and time of Extraordinary General Meeting : 25 February 2021 at 7.30 p.m. (Singapore time) CONTENT PAGE 1. INTRODUCTION........................................................................................................................ 5 2. PROPOSED WHITEWASH RESOLUTION .............................................................................. 9 3. ADVICE OF THE INDEPENDENT FINANCIAL ADVISER ..................................................... 13 4. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS .............................. 14 5. INDEPENDENT DIRECTORS’ RECOMMENDATIONS ......................................................... 16 6. NON-INDEPENDENT SHAREHOLDERS TO ABSTAIN FROM VOTING ............................. 16 7. EXTRAORDINARY GENERAL MEETING ............................................................................. 16 8. ACTION TO BE TAKEN BY SHAREHOLDERS .................................................................... 17 9. CONSENT ................................................................................................................................ 17 10. DOCUMENTS AVAILABLE FOR INSPECTION .................................................................... 17 APPENDIX A – IFA LETTER ............................................................................................................. A-1 NOTICE OF EXTRAORDINARY GENERAL MEETING .................................................................... N-1 PROXY FORM .................................................................................................................................... P-1 DEFINITIONS In this Circular, the following definitions apply throughout unless otherwise stated: "Board" or "Board of : The board of Directors of the Company Directors" "Business Day" : A day (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in Singapore "CFIUS" : The Committee on Foreign Investment in the United States, or any member agency thereof acting in such capacity "CFIUS Approval" : means (a) the Company and the Lead Investor have received written notice from CFIUS stating that (i) CFIUS has concluded that any subscription for shares pursuant to the Subscription Agreement that the Company and the Lead Investor submit for CFIUS review (the "Covered Transaction") is not subject to review under the section 721 of the Defense Production Act and its implementing regulations (collectively, the "DPA"); or (ii) the assessment, review or investigation of the Covered Transaction under the DPA has concluded, and there are no unresolved national security concerns with respect to the Covered Transaction; or (b) CFIUS has provided written notice that it is not able to complete action under the DPA with respect to the Covered Transaction on the basis of a CFIUS declaration, but CFIUS has not requested that the Company and the Lead Investor submit a CFIUS notice and has not initiated a unilateral CFIUS review, and the Lead Investor determines that the statement from CFIUS that it is not able to complete action is sufficient to constitute the CFIUS Approval. "Circular" : This circular to Shareholders dated 10 February 2021 "Code" : The Singapore Code on Take-overs and Mergers, as amended, modified or supplemented from time to time "Companies Act" : The Companies Act (Chapter 50 of Singapore), as amended, modified or supplemented from time to time "Company" : Tessa Therapeutics Ltd. "Concert Party Group" : Means the Lead Investor and those parties actually or presumed to be (and not rebutted as) acting in concert with the Lead Investor (including Orchid 2 and Mr. Teo Ming Kian) "Constitution" : The Constitution of the Company, as amended, modified or supplemented from time to time "Conversion" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Directors" : The directors of the Company for the time being "EGM" or "Extraordinary : The extraordinary general meeting of the Company to be General Meeting" convened, notice of which is set out on pages N-1 to N-3 to this Circular Page 1 DEFINITIONS "First Tranche : The completion of the allotment and issuance of 425,045 Completion" Subscription Shares by the Company to the Lead Investor and the other investors pursuant to the Subscription Agreement, which occurred on 22 September 2020 "Group" : Collectively, the Company, its Subsidiaries and Tessa Therapeutics Pte. Ltd., Taiwan Branch (新加坡商泰昇生物科技股 份有限公司台灣分公司). The "Group Company" shall mean any one of them individually "Heliconia" : Has the meaning ascribed to it in paragraph 1.2 of this Circular "IFA" : KPMG Corporate Finance Pte Ltd., being the independent financial adviser in connection with the Proposed Whitewash Resolution "IFA Letter" : The letter dated 10 February 2021 from the IFA to the Independent Directors, annexed hereto as Appendix A to this Circular "Independent Directors" : Means the Directors who are deemed independent in respect of the Proposed Whitewash Resolution "Independent : Shareholders who are independent of the Concert Shareholders" Party Group for the purpose of approving the Proposed Whitewash Resolution "Latest Practicable Date" : 4 February 2021, being the latest practicable date prior to the printing of this Circular "Lead Investor" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Letter to Shareholders" : Means the letter dated 17 August 2020 issued by the Company to each Shareholder "Long Stop Date" : Has the meaning ascribed to it in paragraph 1.6 of this Circular "Net Proceeds" : The net proceeds of approximately US$74.6 million, after deducting expenses of approximately US$0.4 million from the Transaction "Notice of EGM" : Notice of EGM set out in this Circular "Orchid 2" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Ordinary Shares" : The ordinary shares in the capital of the Company "Pro-Rata Offering" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Proposed Whitewash : The proposed whitewash resolution for the waiver by Resolution" Independent Shareholders of their right to receive a mandatory general offer under Rule 14 of the Code from the Lead Investor for all the issued Shares not held by the Concert Party Group, as Page 2 DEFINITIONS a result of the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor upon Second Tranche Completion "Repayment Date" : Has the meaning ascribed to it in paragraph 1.13 of this Circular "Second Tranche : Has the meaning ascribed to it in paragraph 1.1(ii) of this Circular Completion" "Second Tranche : Has the meaning ascribed to it in paragraph 1.7 of this Circular Completion Date" "Second Tranche : Has the meaning ascribed to it in paragraph 1.13 of this Circular Consideration" "Second Tranche : Has the meaning ascribed to it in paragraph 1.1(ii) of this Circular Subscription Shares" "SFA" : The Securities and Futures Act (Chapter 289 of Singapore), as amended, modified or supplemented from time to time "Shareholders" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Shareholder's Loan" : Has the meaning ascribed to it in paragraph 1.13 of this Circular "Share Incentive Plan" : The 2017 share incentive plan adopted by the Company for the purposes of incentivising the employees of the Company, as may be amended from time to time "Shares" : Shares in the capital of the Company "SIC" : Securities Industry Council "Subscription Agreement" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Subscription Shares" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Substantial Shareholder" : A person who has an interest in not less than 5% of the issued Shares "Temasek" : Temasek Holdings (Private) Limited "Transaction" : Has the meaning ascribed to it in paragraph 1.1 of this Circular "Whitewash Waiver" : The waiver from the SIC in respect of the obligation by the Lead Investor to make a mandatory general offer under Rule 14 of the Code for all the issued Shares not held by the Concert Party Group, as a result of the allotment and issuance of the Second Tranche Subscription Shares to the Lead Investor upon Second Tranche Completion "US$" and "cents" : U.S. dollars and cents respectively "%" or "per cent" : Percentage or per centum Page 3 DEFINITIONS The term "acting in concert" shall have the meaning ascribed to it in the Code. The term "subsidiary" shall have the meaning ascribed to it in the Companies Act. Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include