Abstract: With the reform of electricity market, the fact that a large number of distributed electric resources are constructed in distribution network by users or renewable energy suppliers has been changing the power supply mode that all distributed electric resources belonged to state grid. The owners of distributed electric resources, as we called independent stakeholders, aim at maximizing individual profit and their power generation and consumption need not unified schedule of distribution network. Thus, traditional dispatch mode whose objective was to maximize grid profit could no longer adapt to the new environment with multi-stakeholders. This paper proposed the concept of virtual micro-grid and built a bi-level optimal model for distribution network and independent stakeholders by constructing a joint optimization dispatch platform. The lower level of the model was the optimizing process for independent stakeholders while the higher level of it was a coordination layer which coordinated the exchanging power conflict between V-MG and distribution network. Then, a new type of parallel hybrid algorithm called cell membrane-improved particle swarm optimization（CPSO） algorithm was presented and applied. At last, the efficiency of the algorithm and the feasibility of the model were demonstrated by a numerical case based on the improved IEEE-14 distribution network.