Abstract: The two sorts of stock market, A and B share, take the state-owned enterprises as the main part of its own, and the problems that resulted from the non-standardization have long existed in the Supervision and management of the capital market The Setting-up of the second board market should take this as a guide and mirror, to set up arational company management structure. The management structure of the second board stock market should include: Setting up manager's incentive mechanism; improving the system of board of directors; correct Understanding from the enterprise's on substancial requiring for listing; how supervise effectively on listing enterprises and The stock-circulating market; constructing the mechanism of enterprises withdrawing from the market