In recent years,the Over-The-Counter (OTC)markets of our country had developed very quickly. OTC markets play an important role in the operation of the standard for small and middle enterprises(SMEs). This paper expounds that the OTC can improve the structure of corporate governance,the information disclosure,financing and overall development of SME,and analyzes the present problems of OTC. Finally,this paper suggests that we should make effort on the construction of regulatory system,and information disclosure system and market maker system to promote standard operation of SME. <<