SAL is a corporation duly organized, existing and in good standing under the laws of Hong Kong, with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as it is currently conducted.  SAL is duly qualified to do business and is in good standing in each jurisdiction where its activities would require qualification, except where the failure to qualify would not have a material adverse effect upon SAL's business or financial condition, or on the ability of the Parties to consummate the transactions contemplated by this Agreement ("SAL Material Adverse Effect").  SAL is not in default of any provision of its Certificate of Incorporation, Bylaws or other agreements relating to corporate governance or organization. ZZLL is a corporation duly organized, existing and in good standing under the laws of the State of Nevada with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as it is currently conducted.  ZZLL is duly qualified to do business and is in good standing in each jurisdiction where its activities would require qualification, except where the failure to qualify would not have a material adverse effect upon ZZLL's business or financial condition, or on the ability of the Parties to consummate the transactions contemplated by this Agreement ("ZZLL Material Adverse Effect").  ZZLL is not in default of any provision of its Certificate of Incorporation, Bylaws or other agreements relating to corporate governance or organization.