According to different kinds of evaluations, the ratio of non-financial enterprise debt to GDP has surpassed 100%. ANBOUND research team believes that in such case China urgently needs a debt-for-equity-swap to realize relatively reasonable enterprise leverage level and to serve structure transformation and industrial upgrading through speeding up the construction of multi-level capital market and promoting debt restructuring. Since indirect financing is in the leading place in China, commercial bank should play a critical role in debt-for-equity-swap.