Reasonable OTC market is that to build a multi-level structure of transaction,for multi-type enterprises to provide financing platform. Multi-level capital market is not only a model of development,internalization exchange in multi-level capital market is also very important development model. The construction of the multi-level capital market,do not need to pay special attention to the respect of the administrative level,but should focus on how to layout to the most efficient allocation of capital and regulatory resources. Exchange consolidation worldwide prompted the trend of the future development of the OTC market-we repeat to other countries due to historical reasons and the formation of the the Exchange development path (first-place market-and then into the Exchange-Exchange mergers and acquisitions),not as good as the use of the advantage,bigger one to two Exchange directly. This can not only save transaction costs,and more conducive to our exchange to participate in international competition. Tends to a warm place OTC market model competition,in the design of multi-level capital market theory is based on local interests arising from the non-rational choice,the China Securities Regulatory Commission should maintain the tradition of centralized exchanges-Exchange internal multi-level capital market distinction,and thus help save transaction costs,control transaction risk. <<