OTC market existed impersonally from the start of the development of the stock market. Current OTC is a stock market with obvious regional characteristics,which is independent of the stock exchange system.We can divide it into two parts,the third market and regional equity transaction market. Were OTC to get a big development,it should break through and improve on design from the top-level.On the basis,combing analysis of the OTC status and problems,around functional orientation of the OTC,hierarchical structure and its division standard,market regulators,transaction rules,the top-level design elucidations of insight that the development of China's OTC does not change the basic pattern of the third board market,regional equity market and governance for the main content of top-level design to convey the the author's opinion that the development of China's OTC does not change the basic pattern of the third market and regional equity transaction market,will focus on regional equity transaction market. The regional financial center should seize the opportunity,docking the development trend of OTC and take effective measures to get a new breakthrough in the realization of the path and the lead in regional. <<