This paper summarizes and extracts both the probability and necessity factors which decide the competitiveness in OTC market exchange by introducing the main foreign OTC exchanges and reviewing Chinese OTC market’s ups and downs since the 1990s. This paper also displayed a few factors which may have important effects on the competitiveness of exchange in OTC market. But the real decision of the competitiveness of exchange is a series of necessity factors which contains five factors such as Marketization，the combination of universality and individuality，target customers，characteristic risk prevention and control system，small and mediumenterprises incubation and cultivation function，etc. Finally，this paper analyzed the current competition status and prominent problems in Chinese OTC exchange market and put forward a few corresponding policy suggestions.