This thesis discusses the over-the-counter（OTC）market with Chinese characteristics and basic steps of the market construction by combining China’s economic and social development and the construction of OTC market.The authors consider that the construction of OTC market in China is in the very important and special phase of history；the basic tasks of the current OTC market construction in China are model designing in OTC market with Chinese characteristics，explore effective steps for the market construction，and achieve the transformation from market innovation to policy promoting.Among the tasks，the most important task is clear-cut policies for national OTC market construction which realizes the transformation of the construction stage in China’s OTC market.