By the end of the 2nd millennium BCE, the Zhou Dynasty began to emerge in the Huang He valley, overrunning the Shang. The Zhou appear to have begun their rule under a semi-feudal system. Near the end of this dynasty, power became decentralized during the Spring and Autumn Period when regional feudal lords began to assert their power, absorb smaller powers, and vie for hegemony. The Hundred Schools of Thought of Chinese philosophy blossomed during this period and such influential intellectual movements as Confucianism, Taoism, Legalism and Mohism were founded. After further political consolidation, seven prominent states remained by the end of 5th century BC, and the years in which these few states battled each other is known as the Warring States period. Though there remained a nominal Zhou king until 256 BC, he was largely a figurehead and held little real power.

As neighboring territories of these warring states, including areas of modern Sichuan and Liaoning, were annexed, they were governed under the new local administrative system of commandery and prefecture. This system had been in use since the Spring and Autumn Period and parts can still be seen in the modern system of Sheng & Xian (province and county).

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