China’s capital market has begun to take shape with the development of 20 years. Now it is the appropriate time to establish a unified OTC market in China. This paper demonstrates that China already has held the fundamental conditions for establishment of the OTC market，through China’s economic environment changes，capital market development，people’s understanding on capital markets，development of institutional investors and financial services system，improving the quality of human resources，legislative and regulatory system efficiency and effectiveness. Thus，the construction of OTC market faces an unprecedented opportunity.