The article constructs a game model between asset management corporation and enterprises during the course of operation of debt-to-equity swaps in the state-owned enterprises, which is theoretical foundation to perfect the operation function of asset management corporation, and with it to annotate the rational causes which the operational course of the debt-to-equity swap was not advancing, and gives a primary explain that a deviation appears between the reality of operation of debt-to-equity swaps and theoretical anticipation. Based on aforementioned viewpoints, the article brings forward countermeasures to perfect operation of debt-to-equity swaps for asset management corporation finally.