Trimol Group, Inc. (TMOL)

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Our Majority Shareholder



Royal HTM Group, a Canadian company owned and controlled by Messrs. Birshtein and Braverman, is our majority shareholder and has rendered certain business development services to us. We previously agreed to pay Royal HTM Group certain fees and expenses in connection with such business development services, but we were unable to pay any of such amounts to it since 2006. Beginning as of January 1, 2013, we terminated our agreement to pay any fees or expenses relating to such services and have not paid or accrued any such amounts since such time.



We have not generated any revenue since the first quarter of 2006, and since such time have borrowed funds from Royal HTM Group to cover our on-going expenses. During the nine month period ended September 30, 2015, Royal HTM Group lent us approximately $136,000 to cover our on-going expenses and lent us $62,000 in the comparative period in 2014.



As of September 30, 2015, we owe Royal HTM Group approximately $4,052,000. Such amount includes accrued consulting fees and expenses as well as loans and advances, all of which are non-interest bearing and are due on demand.



Anticipated Change of Control



Messrs. Birshtein and Braverman each hold a fifty percent (50%) ownership interest in Royal HTM Group, the Company’s majority shareholder which owns 69,275,000 million shares of the Company’s common stock, representing approximately sixty nine percent (69%) of the issued and outstanding shares of the Company’s common stock, and Mr. Birshtein owns 8,647,000 shares of the Company’s common stock.



Royal HTM Group has advised the Company that it has negotiated substantially all of the terms of a Stock Purchase Agreement (“SPA”) with an independent party, which, if and when consummated, will result in the sale of all of the shares of the Company’s common stock owned by Royal HTM Group and Mr. Birshtein to such party. If and when such transaction is consummated, the independent party will acquire approximately 77.5% of the total issued and outstanding shares of the Company’s common stock, and a change in control will occur with respect to the Company’s capital stock ownership. The Company will not be a party to the SPA.



There can be no assurances whether or when the SPA will be completed or if or when the transaction contemplated by the SPA will be consummated