With analyzing the existing researches on Asset Management Company’s （AMC） debt-to-equity transformation for non-performing loan, the AMC’s debt- to-equity transformation for non-performing loan optimized decision-making model is established based on options. The determination condition for implementing enterprise debt-to-equity transformation is obtained theoretically. Simultaneously, the debt- to-equity transformation’s proportional calculating formula is derived; and it solved the problems of neglecting the change of debt- to-equity transformation enterprise’s asset anticipated value and the debt- to-equity transformation’s proportional restraint, which lead to the malpractice for debt- to-equity transformation’s unreasonable proportion. It is more likely that for the AMC’s debt- to-equity transformation for non-performing loan, the decision-making model is more conformed to the reality.