廉頗
Rather than see Qin take Shangdang, Feng Ting, Shangdang's commander offered the region to Zhao. King Xiaocheng of Zhao () accepted and dispatched Lian Po and an army to secure the strategic territory from the encroaching Qin. The Qin army however was quick to capture Shangdang and Feng Ting had to evacuate the city. The Zhao army met the Qin army, led by Wang He, in 262 BC at Changping Pass (in present-day Gaoping, Shanxi), east of Shangdang. The Zhao suffered several minor defeats during initial confrontations with the Qin forces. Having assessed the enemy, Lian Po decided the only way to defeat the Qin was to wait them out, as Changping was much farther away from Qin territory than Zhao and keeping the army supplied would be much more taxing to the Qin.