Abstract: In the context of "going out" strategy, the Chinese resources-oriented enterprise have made great progress in overseas M & A.However, 70 percent of Chinese overseas M & A projects have failed.Macroeconomic risk is one of the most important risk source.Firstly, this paper identified the main factors of the overseas mining M & A projects macroeconomic risk, and established the risk evaluation index system.And the Delphi method was used to give the weight to each index.Secondly, this paper built a macroeconomic risk evaluation model based on TOPSIS and grey system theory.Finally this paper took Chinese rare earth overseas M & A projects as an example, evaluated the macroeconomic risk of nine countries that have abundant rare earth resources.The research results show that the macroeconomic risk of USA, Australia and Malaysia is "low", and the risk of Vietnam, India and Brazil is "high".