债转股作为一项银企双盈战略，已经拉开序幕，一时间成为社会各界关注的焦点。债转股对于化解银行不良资产、扭转国有企业困境，无疑是一副良药。但是，这项工作刚刚起步，一些深层次问题，尚需从理论和实践两方面进一步研究和探讨，特别是如何克服债转股工作中的困难、债转股的退出机制问题更是值得关注。 Debt-to-equity swap, as a double-surplus strategy for banks and enterprises, has kicked off and became the focus of attention of all circles of society for a time. Debt-to-equity swaps are undoubtedly a good medicine for solving the bad assets of banks and for reversing the plight of state-owned enterprises. However, this work has just started. Some deep-seated problems still require further study and discussion both in theory and in practice. In particular, it is worth noting how to overcome the difficulties in debt-for-equity swap work.