Abstract: In view of the background that debt-to-equity swap poses and the problems that should be solved, the article proved that the debt-to-equity swap is a sort of abnormal system arrangement, while it is difficult to realize original design of the policy(double win), and furthermore it strengthens and causes some new risks and conflicts at the same time of settling. What is more important is that the current debt-to-equity swap has gone away from the long-term object of economy system reform in our country. For this reason the writer pointed out that we should adjust the policy design of the debt-to-equity swap in time to make it join with the strategic adjustment of national economy.