The swap of debt to equity in state owned enterprises is dynamic game processes of conflicting and struggling among the concerned parties for the maximization of its payoffs and the seeking of domination for financial resources, and can be accomplished successfully when its being brought into effect is going to be propitious to the concerned parties. This paper analyzes the problem of selecting enterprises for swap of debt to equity under the frame of information economics theory, and argues that the selection of enterprises for swap of debt to equity is a problem of mechanism design. As the expected utility function of enterprises is analyzed and Asset Management Corporations adopts a series of measures to deal with it according to analysis, a policy frame will have been constructed.