As a means of for structural improvement, debt-equity swap in China's state-owned enterprise reformation has its specific policy oriented goals and objectives. However, focusing only on economic consideration rather than marco analysis on legal perspectives and supporting measures, such as enterprise management and corporate governance, have caused many proglems when banks write off bad assets through assets management corporation. In order to provide more effective measures, this article will first review the existing debt-equity swap policies, laws and regulations in China. Secondly, the shortcomings and risks of existing policy-oriented practices will by analyzed as well as safeguard strategies. Finally, suggestions on easing the tension between banks and enterprises will be discussed through international and comparative studies.