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Why did parliament with electoral rules emerge in an authoritarian state? In this paper, I advances a novel theory of counterbalance as the state ruler faces the demand of political partici- pation from both existing and emerging elites. I argue that state rulers, seeking to counterbalance existing elites, strategically institute parliaments with electoral rules to credibly co-opt emerging elites. By bypassing traditional appointment channels controlled by existing elites, the ruler aims to preserve long-term power by staffing emerging elites in a new institution through a new re- cruitment procedure. The key mechanism is that the state ruler shall send credible signals to emerging elites, convincing them that parliament can exercise real power against the executive filled with existing state elites. Empirically, I explain the politics behind the emergence of the parliamentary system in Late Qing China (1909). Evidence is drawn from novel archival sources related to the setup of the parliament and elections, including official documents related to the parliamentarization and internal research reports about the constitutional systems in Prussia and Japan. I illustrate how the Qing state ruler intentionally minimized the influence of powerful regional governor-generals and governors in electoral and parliamentary affairs. In addition, the electoral rules incorporated the lowest echelon of the gentries, previously ineligible for official positions until 1905. This particular design and the de jure power of parliament together func- tioned as an expedited way for many emerging elites outside of the political center to reach real power in a short period of time. The study addresses the type of elites targeted for co-optation and theorizes the credible signaling involved in recruitment through elections. Furthermore, I bring the case of Imperial China to the comparative legislative politics research, a short-lived but important parliamentarization effort that is still underexplored across social science disciplines.