Central Development Holdings Limited — Capital/Financing Update 2011

Jan 14, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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CHINA TIMBER RESOURCES GROUP LIMITED （中國木業資源集團有限公司 *）

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

(1) LETTER OF INTENT IN RELATION TO AN INFRASTRUCTURE PROJECT

(2) PLACING OF NEW SHARES UNDER GENERAL MANDATE

(3) ISSUE OF SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE

(4) RESUMPTION OF TRADING

PLACING AGENT

Guotai Junan Securities (Hong Kong) Limited

On 12 January 2011, the Company entered into a letter of intent relating to a proposed subscription for an equity interest in the Target Company in the amount of RMB3,000,000,000 in cash. If the Company proceeds with the subscription, the Company will hold a 66% equity interest in the Target Company after completion of the Proposed Transaction.

The letter of intent does not constitute any legally binding commitment with respect to the Proposed Transaction save for, among others, the subscription price and the equity interests in the Target Company held by the Company and the other equity holders after completion of the Proposed Transaction. No formal agreements in relation to the Proposed Transaction have been entered into as at the date of this announcement.

• For identification purposes only

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As the Proposed Transaction may or may not proceed, public investors and Shareholders are urged to exercise caution when dealing in Shares.

On the same day, the Company entered into a conditional placing agreement with the Placing Agent, under which the Placing Agent will use its best efforts to place up to 1,800,000,000 new Shares to not less than six Placees who are Independent Third Parties. The Placing Shares will be allotted and issued pursuant to the general mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 30 August 2010. If all of the 1,800,000,000 new Shares are placed, they will comprise approximately 11.01% of the issued share capital of the Company as enlarged by the Placing Shares and approximately 7.71% of the issued share capital of the Company as enlarged by the Placing Shares and the Subscription Shares.

On 13 January 2011, the Company further entered into the Subscription Agreement with the First Investor, the Second Investor, the Third Investor and the Fourth Investor under which the Company has agreed to issue a total of 7,000,000,000 new Shares to the First Investor, the Second Investor, the Third Investor and the Fourth Investor at HK$0.40 per Subscription Share.

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 12 January 2011, pending release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 14 January 2011.

1. LETTER OF INTENT

On 12 January 2011, the following parties entered into a letter of intent:

• (a) the Company as proposed investor; and

• (b) the Target Company as proposed investee company.

The Company intends to subscribe for an equity interest in the Target Company in the amount of RMB3,000,000,000 in cash. If the Company proceeds with the subscription, the Company will hold a 66% equity interest in the Target Company after completion of the Proposed Transaction.

The Directors confirm that, to the best of their knowledge, information and belief having made all reasonable enquiries, the Target Company is an Independent Third Party.

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Refundable deposit

A refundable cash deposit of RMB450,000,000 will be paid by the Company within 14 working days of the date of the letter of intent. The deposit will be refundable upon demand by the Company. No penalty is payable in the event that the Company does not pay the deposit.

Target Company

According to the information provided by the Target Company, it has the exclusive right to build, and operate for 30 years (excluding the construction period), the first PRC heavy-duty toll expressway designed for coal transportation in the Inner Mongolia Autonomous Region that will run from the Jungar Banner （准格爾旗） which is the major coal production area located south of Hohhot （呼和浩特） in the Ordos （鄂爾多斯）, towards the north east for 265 km to Xinghe County （興和縣） which is a major logistics hub for coal distribution in Northern China.

The expressway is designed to sustain 100-ton trucks whereas most other expressways in the PRC can only allow 50-ton trucks. The proposed toll fee for the expressway is RMB0.15 per ton per km.

The expressway is currently under construction and expected to be opened to traffic in January 2013. As at the date of this announcement, about 20% of the construction has already been completed.

Rationale for the Proposed Transaction

The Company, through its subsidiaries, is principally engaged in forest operation and management, timber logging and trading, sale of timber products, planting of and trading in seedlings, property development and asset management.

In line with the Company’s business strategy to consider diversification into a new line of business that has significant growth potential, the Directors have always been proactive in seeking opportunities for expanding and diversifying the Company’s business. The Board considers that the Proposed Transaction will expand the Group’s revenue streams and enhance shareholder value.

If the Proposed Transaction materializes, the Target Company will be accounted for as a subsidiary in the financial statements of the Company after completion of the Proposed Transaction, and its financial information will be consolidated into the financial statements of the Company. The Proposed Transaction, if proceeded with, will constitute a very substantial acquisition for the Company under the Listing Rules, in which event, the Company will comply with the applicable provisions of the Listing Rules in relation to the same. Further announcement(s) will be made by the Company as and when any formal agreements for the Proposed Transaction are entered into.

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General

The letter of intent does not constitute any legally binding commitment with respect to the Proposed Transaction save for, among others, the subscription price and the equity interest in the Target Company held by the Company and other equity holders after completion of the Proposed Transaction. The Board wishes to emphasize that no formal agreements in relation to the Proposed Transaction have been entered into as at the date of this announcement.

As the Proposed Transaction may or may not proceed, public investors and Shareholders are urged to exercise caution when dealing in Shares.

2. THE PLACING AGREEMENT

Date

12 January 2011

Issuer

The Company

Placing Agent

Having made all reasonable enquiries, to the best of the knowledge, information and belief of the Directors, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

Placees

The Placing Agent will use its best efforts to place up to 1,800,000,000 new Shares to not less than six Placees who are Independent Third Parties. It is expected that no Placee will become a substantial shareholder of the Company (as defined under the Listing Rules) as a result of the Placing.

Number of Placing Shares

Pursuant to the Placing Agreement, up to 1,800,000,000 new Shares will be allotted and issued to the Placees, representing (assuming all of them are placed):

• (a) approximately 12.37% of the existing issued share capital of the Company; and

• (b) approximately 11.01% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

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Placing Price

The Placing Price is HK$0.30 per Placing Share which represents:

• (i) a discount of approximately 18.92% to the closing price of HK$0.37 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 12.28% to the average closing price per Share of approximately HK$0.342 in the last 5 consecutive trading days immediately prior to and including the Last Trading Day;

• (iii) a discount of approximately 11.11% to the average closing price per Share of approximately HK$0.3375 in the last 10 consecutive trading days immediately prior to and including the Last Trading Day;

• (iv) a premium of approximately 97.37% over the average closing price per Share of approximately HK$0.152 in the last 180 consecutive trading days immediately prior to and including the Last Trading Day; and

• (v) a premium of approximately 183.02% over the unaudited consolidated net asset value per Share as at 30 September 2010 of approximately HK$0.106 (calculated based on the unaudited consolidated net asset value attributable to owners of the Company of approximately HK$1,524.87 million as at 30 September 2010 and 14,412,926,754 Shares then issued as shown in the 2010 interim report of the Company).

The net aggregate proceeds from the Placing assuming all the Placing Shares are placed, after deduction of relevant expenses (including but not limited to 1% placing commission on the gross proceeds, legal expenses and disbursements), are estimated to be approximately HK$534 million. The net price per Placing Share is approximately HK$0.2967 after deduction of relevant expenses of the Placing on the assumption that all the Placing Shares are placed.

The Placing Agreement, the Placing Price and the placing commission mentioned above were arrived at after arm’s length negotiations between the Company and the Placing Agent, in the case of the Placing Price, with reference to the historical trading price of the Shares. The Directors consider that the Placing Agreement (including the terms relating to the Placing Price and the placing commission) has been entered into upon normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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Conditions of the Placing

Completion of the Placing Agreement is conditional upon:

• (a) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares; and

• (b) the Company obtaining all necessary written consents and approvals (if any) from the relevant authorities in respect of the transactions contemplated under the Placing Agreement, if applicable.

Completion of the Placing will take place on the 3rd business day after the fulfillment of all conditions listed in the Placing Agreement, or at such other date and time as may be agreed between the parties.

If the above conditions are not satisfied prior to the 11th business day after the date of the Placing Agreement or such later date as may be agreed, the obligations of the Placing Agent and of the Company thereunder will cease and determine and neither party will have any claim against the other in relation thereto save for certain incurred expenses and antecedent breaches if any.

Mandate to allot and issue new Shares

The Placing Shares will be allotted and issued pursuant to the general mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 30 August 2010. The Company is authorized to issue up to 2,882,585,350 Shares under such general mandate and the Company has not exercised the power to allot and issue any new Shares pursuant to such general mandate prior to the date of the Placing Agreement. Upon completion of the Placing, up to 1,800,000,000 new Shares will be issued under such general mandate.

Ranking of the Placing Shares

The Placing Shares, when allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue as at the date of issue of the Placing Shares, including the right to receive all future dividends and distributions which may be declared, made or paid by the Company on or after the date of allotment and issue of the Placing Shares.

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Termination

If at or prior to the date of completion of the Placing:

• (a) there develops, occurs or comes into force any new law or regulation or any change in existing laws or regulations which in the reasonable opinion of the Placing Agent has or is likely to have a material adverse effect on the financial position of the Group as a whole; or

• (b) there develops, occurs or comes into force any significant change (whether or not permanent) in local, national or international economic, financial, political or military conditions, securities market conditions or currency exchange rates or exchange controls, including without limitation, any outbreak or escalation of hostilities, declaration by Hong Kong or elsewhere of a national emergency or other calamity or crisis, the effect of which in the reasonable opinion of the Placing Agent is or would be materially adverse to the success of the Placing, or makes it impracticable or inadvisable or inexpedient to proceed therewith; or

• (c) there develops, occurs or comes into force the declaration of a banking moratorium by Hong Kong authorities, or any moratorium, suspension or material restriction on trading in shares or securities generally, or the establishment of minimum prices, on the Stock Exchange; or

• (d) any material breach of any of the representations, warranties and undertakings by the Company set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the completion of the Placing Agreement which if it had occurred or arisen before the date thereof would have rendered any of such representations, warranties and undertakings untrue or incorrect or there has been a breach of, or failure to perform, any other provision of the Placing Agreement on the part of the Company; or

• (e) any change or any development involving a prospective change in the general affairs, prospects, earnings, business, properties, stockholders’ equity or in the financial or trading position of the Group as a whole which in the reasonable opinion of the Placing Agent is so material and adverse as to make it impractical or inadvisable to proceed with the Placing,

then and in any such case, the Placing Agent may terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company, upon which the obligations of the Placing Agent and of the Company thereunder will cease and determine and neither party will have any claim against the other in relation thereto save for certain incurred expenses and antecedent breaches if any.

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3. ISSUE OF SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE

Date

13 January 2011

Issuer

The Company

Subscribers

The First Investor, the Second Investor, the Third Investor and the Fourth Investor.

Having made all reasonable enquiries, to the best of the knowledge, information and belief of the Directors, the First Investor, the Second Investor, the Third Investor and the Fourth Investor and their ultimate beneficial owners are Independent Third Parties.

Number of Subscription Shares

Pursuant to the Subscription Agreement, a total of 7,000,000,000 new Shares will be allotted and issued to the First Investor, the Second Investor, the Third Investor and the Fourth Investor, representing:

• (a) approximately 48.12% of the existing issued share capital of the Company; and

• (b) approximately 29.98% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Subscription Shares.

Subscription Price

The Subscription Price is HK$0.40 per Subscription Share which represents:

• (i) a premium of approximately 8.11% to the closing price of HK$0.37 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of approximately 16.96% to the average closing price per Share of approximately HK$0.342 in the last 5 consecutive trading days immediately prior to and including the Last Trading Day;

• (iii) a premium of approximately 18.52% to the average closing price per Share of approximately HK$0.3375 in the last 10 consecutive trading days immediately prior to and including the Last Trading Day;

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• (iv) a premium of approximately 163.16% to the average closing price per Share of approximately HK$0.152 in the last 180 consecutive trading days immediately prior to and including the Last Trading Day; and

• (v) a premium of approximately 277.36 % over the unaudited consolidated net asset value per Share as at 30 September 2010 of approximately HK$0.106 (calculated based on the unaudited consolidated net asset value attributable to owners of the Company of approximately HK$1,524.87 million as at 30 September 2010 and 14,412,926,754 Shares then in issue as shown in the 2010 interim report of the Company).

Conditions

Completion of the Subscription Agreement with respect to each investor is conditional upon:

• (a) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the relevant new Shares on or before 30 September 2011;

• (b) the Company obtaining all necessary consents and approvals (if any) from shareholders and the relevant authorities in respect of the Subscription Agreement and the Proposed Transaction, if applicable on or before 30 September 2011; and

• (c) the relevant investor being satisfied with the due diligence results on the Target Company on or before (i) the 100th calendar day from the date of the Subscription Agreement or (ii) the 7th calendar day from the date of the formal and legally binding agreement signed by the Company with respect to the Proposed Transaction, whichever is earlier.

If the above conditions are not satisfied by the dates above, or the Proposed Transaction is not proceeded with, or the deposit referred to in the sub-section headed “Refundable deposit” is refunded by the Target Company to the Company, the obligations of the parties thereunder will cease and determine and neither party will have any claim against the other in relation thereto save for antecedent breaches if any.

The obligations of the First Investor, the Second Investor, the Third Investor and the Fourth Investor are not inter-conditional.

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4. CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 14,547,926,754 Shares in issue. The shareholding structure of the Company (a) as at the date of this announcement; (b) after the completion of the Placing Agreement assuming all the Placing Shares are placed and no other changes in the shareholdings structure occur; (c) after completion of the Placing Agreement and the Subscription Agreement, assuming all the Placing Shares are placed and no other changes in the shareholding structure occur; and (d) after the completion of the Placing Agreement and the Subscription Agreement and full exercise of all the Company’s outstanding convertible bonds and warrants, assuming all the Placing Shares are placed and no other changes in the shareholding structure occur, is as follows:

China Alliance International Holding Group Ltd.(Note 1) Mr. Fung Tsun Pong (Note 2) Mr. Tsang Kam Ching, David_(Note 3) Mr. Cao Zhong(Note 4)_ First Investor Second Investor Third Investor Fourth Investor Public Shareholders Placees (other than the First Investor, the Second Investor, the Third Investor and the Fourth Investor) Others Total	As at the date of this announcement Number % 4,275,862,068 29.39 2,116,862,449 14.55 51,624,499 0.36 — — 6,444,349,016 44.30 8,103,577,738 55.70 14,547,926,754 100.00	Immediately after completion of the Placing Number % 4,275,862,068 26.16 2,116,862,449 12.95 51,624,499 0.32 — — 6,444,349,016 39.42 1,800,000,000 11.01 8,103,577,738 49.57 16,347,926,754 100.00	Immediately after completion of the Placing and the Subscription Agreement Number % 4,275,862,068 18.31 2,116,862,449 9.07 51,624,499 0.22 — — 3,000,000,000 12.85 1,500,000,000 6.42 2,000,000,000 8.57 500,000,000 2.14 13,444,349,016 57.58 1,800,000,000 7.71 8,103,577,738 34.71 23,347,926,754 100.00	Immediately after completion of the Placing and the Subscription Agreement and full exercise of all convertible bonds and warrants (Note 5) Number % 4,275,862,068 13.11 2,116,862,449 6.49 51,624,499 0.16 2,142,857,142 6.57 3,000,000,000 9.20 1,500,000,000 4.60 2,000,000,000 6.13 500,000,000 1.53 15,587,206,158 47.81 1,800,000,000 5.52 15,218,577,738 46.67 32,605,783,896 100.00	Immediately after completion of the Placing and the Subscription Agreement and full exercise of all convertible bonds and warrants (Note 5) Number % 4,275,862,068 13.11 2,116,862,449 6.49 51,624,499 0.16 2,142,857,142 6.57 3,000,000,000 9.20 1,500,000,000 4.60 2,000,000,000 6.13 500,000,000 1.53 15,587,206,158 47.81 1,800,000,000 5.52 15,218,577,738 46.67 32,605,783,896 100.00
					47.81
					5.52 46.67
					100.00

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Notes:

1. China Alliance International Holding Ltd. is wholly owned by Ms. Zhang Lei.

2. Mr. Fung Tsun Pong, an executive Director and the Vice-Chairman of the Company, is interested in 2,116,862,449 Shares, of which 1,055,500,000 Shares are held by Ocean Gain Limited, a company wholly owned by him.

3. Mr. Tsang Kam Ching, David is an executive Director.

4. Mr. Cao Zhong is an executive Director and the Chairman of the Company.

5. These comprise HK$470 million convertible bonds, of which HK$120 million are held by Mr. Cao Zhong and the remaining HK$350 million are held by certain Independent Third Parties, and the 865 million warrants issued under the Equity Line of Credit described in section 6 of this announcement. Upon full conversion of all the said convertible bonds, the Company may be required to issue up to 8,392,857,142 new Shares. The outstanding warrants are exercisable into 865,000,000 new Shares.

5. USE OF PROCEEDS

The Directors consider that the entering of the Placing Agreement and the Subscription Agreement is in the interest of the Company and its shareholders.

The Directors intend to apply approximately HK$530 million of the net proceeds from the Placing, assuming all the Placing Shares are placed, for payment of the refundable deposit under the letter of intent mentioned above and the balance of HK$4 million as general working capital.

The total proceeds from the Subscription Agreement will amount to HK$2,800 million. The Directors intend to apply the proceeds from the Subscription Agreement to fund the capital injection in the Proposed Transaction should the Company proceed with it.

6. FUND RAISING ACTIVITIES DURING THE PAST 12 MONTHS

On 5 January 2010, the Company entered into an Equity Line of Credit pursuant to which the Company was granted an option to require a fund company to subscribe for up to HK$300 million worth of new Shares, and also issued 1,000 million warrants exercisable at HK$0.23 per warrant Share on or before 7 February 2013. Full exercise of the option would require the Company to issue up to 2,500 million new Shares based on the minimum floor issue price of HK$0.12 per Share. The intention of entering into the option was to raise general working capital for the Group.

Up to the date of this announcement, the option has yet to be utilized by the Company. Part of the warrants was exercised in December 2010 for a total of 135 million new Shares at an aggregate consideration of HK$31,050,000, with 865 million warrants remaining outstanding. HK$7 million of the proceeds resulting from such exercise of warrants have been used as general working capital of the Group.

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7. APPLICATION FOR LISTING

An application will be made by the Company for the listing of, and permission to deal in, the Placing Shares and the Subscription Shares.

8. RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 12 January 2011, pending release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 14 January 2011.

9. DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

“associate”	shall have the meaning ascribed thereto in the Listing Rules;
“Board”	means the board of directors of the Company;
“Company”	means China Timber Resources Group Limited（中國木業資源集團有
	限公司）, a company incorporated in the Cayman Islands;
“Directors”	means the directors of the Company;
“First Investor”	means Li Ka Shing Foundation Limited;
“Fourth Investor”	means CEF Holdings Limited, a company 50% owned by Cheung
	Kong (Holdings) Limited and 50% owned by Canadian Imperial
	Bank of Commerce;
“Group”	means the Company and its subsidiaries;
“Hong Kong”	means the Hong Kong Special Administrative Region of the PRC;
“Independent Third	means persons who are not connected persons (as defined in the
Parties”	Listing Rules) of the Company;
“Last Trading Day”	means 11 January 2011, being the last day when the Stock Exchange
	was open for trading immediately prior to the date of the Placing
	Agreement;

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“Listing Rules”	means the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Placees”	means the placees to be procured by the Placing Agent pursuant to
	the terms and conditions of the Placing Agreement;
“Placing”	means the placing of the Placing Shares in accordance with the terms
	of the Placing Agreement;
“Placing Agent”	means Guotai Junan Securities (Hong Kong) Limited, a corporation
	licensed to carry on Type 1 (dealing in securities) and Type 4
	(advising on securities) regulated activities under the Securities and
	Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Placing Agreement”	means the placing agreement dated 12 January 2011 between the
	Company and the Placing Agent in relation to the Placing;
“Placing Price”	means HK$0.30 being the subscription price for each Placing
	Share (exclusive of any brokerage, SFC transaction levy and Stock
	Exchange trading fee payable);
“Placing Shares”	means up to 1,800,000,000 new Shares to be subscribed for by the
	Placees in accordance with the terms of the Placing Agreement;
“PRC”	means the People’s Republic of China, which for the purpose of
	this announcement, will exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan;
“Proposed Transaction”	means the proposed subscription for an equity interest in the Target
	Company by the Company described in this announcement;
“Second Investor”	means China Life Trustees Limited, a wholly-owned subsidiary of
	China Life Insurance (Overseas) Co. Ltd;
“Shareholder(s)”	means holder(s) of Shares;
“Shares”	means ordinary shares of HK$0.01 each in the share capital of the
	Company;
“Stock Exchange”	means The Stock Exchange of Hong Kong Limited;

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“Subscription	means (1) the agreement dated 13 January 2011 between the First
Agreement”	Investor and the Company in relation to the issue of 3,000,000,000
	new Shares; (2) the agreement dated 13 January 2011 between
	the Second Investor and the Company in relation to the issue of
	1,500,000,000 new Shares; (3) the agreement dated 13 January
	2011 between the Third Investor and the Company in relation to
	the issue of 2,000,000,000 new Shares; and (4) the agreement dated
	13 January 2011 between the Fourth Investor and the Company in
	relation to the issue of 500,000,000 new Shares, in each case, at
	HK$0.40 per Subscription Share;
“Subscription Shares”	means the 7,000,000,000 new Shares to be subscribed for by the
	First Investor, the Second Investor, the Third Investor and the Fourth
	Investor in accordance with the terms of the Subscription Agreement;
“Target Company”	means內蒙古准興重載高速公路有限責任公司(Inner Mongolia
	Zhunxing Heavy Haul Expressway Company Limited), a company
	established under the laws of the PRC;
“Third Investor”	means Lunar International Limited, which is a wholly-owned
	subsidiary of Themes Investment Partners II, L.P.;
“RMB”	means Renminbi, the lawful currency of the PRC;
“HK$”	means Hong Kong dollar, the lawful currency of Hong Kong;
“%”	means per centum.; and
“km”	means kilometre.
	By Order of the Board
	China Timber Resources Group Limited
	Cao Zhong
	Chairman

Hong Kong, 13 January 2011

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Cao Zhong, Mr. Fung Tsun Pong and Mr. Tsang Kam Ching, David; a non-executive Director namely Mr. Neil Bush; and three independent non-executive Directors, namely Mr. Yip Tak On, Mr. Jing Baoli and Mr. Bao Liang Ming.

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