项目层面风险是我国海外矿山并购的决定性风险因素之一。在现有研究基础上，对海外矿山并购项目层面的主要风险因素进行了识别，将矿床开采技术条件、地质资源条件等反映矿山生产特征的指标纳入评价指标体系中，使得指标体系更具针对性且更完善。构建了一套包括4个一级指标和11个二级指标的风险评价指标体系；利用TFN-RS方法综合了主客观赋权的双重优势以确定各评价指标的组合权重；基于云理论和物元理论，建立了海外矿山并购项目层面风险评价的云物元模型，运用MATLAB编程计算出各个评价指标的风险等级隶属度，提高了风险模糊性和不确定性的评价精度。使用本方法以中国有色矿业集团有限公司并购赞比亚卢安夏铜矿项目为例，进行项目层面风险评价，结果显示：该项目风险等级为“低”，但外部建设条件风险为“一般”，经济效益条件风险为“较低”。该项目的基础设施和工程地质条件不足，是项目层面风险的主要来源。

Identified the project risks of transnational mining M&A，and established an evaluation index system including four grade Ⅰ indexes and eleven grade Ⅱ indexes，which was applied to a case，and the evaluation results are consistent with the fact.Thus，it provides a more scientific evaluation standard for the project risk evaluation of transnational mining M&A.It is known that risk identification is very important to establish a project risk evaluation index system，index grading is the basis which should be considered according to the data issued by the authority and the accepted classification rules，and the number of qualitative indexes should be reduced to make the results more objective.A TFN-RS empowerment model was established，that is，using the triangular fuzzy number theory to determine the subjective weights，using rough set theory to determine the objective weights，which solves the existing problem of single subjective or objective empowerment，so that the weight empowerment is more scientific.It is shown that the weights of the geological resource conditions and the economic benefit conditions are relatively larger，29.79% and 29.82%，respectively.Therefore，in the process of transnational mining M&A，obtaining resources and economic benefits are the main motives.In terms of grade Ⅱ indexes，the service life，infrastructure and internal rate of return are the most important indexes.This paper established a project risk evaluation model for transnational mining M&A based on the cloud and matter-element theory，which can better solve the fuzzy problems of the risk level’s boundary division and quantitatively evaluate each project risk level.It is conducive to the further identification of risk factors and the development of risk control strategies.Applied the established risk evaluation model into a case，it shows that the combination of TFN-RS model and the cloud matter-element model is one of the effective methods to evaluate the project risks of transnational mining M&A.It showed that the mining technology conditions and the geological resource conditions of the project are in a “lower” risk level，the external construction conditions are in a “general” risk level，the economic benefit conditions are in a “low” risk level，and the project risk level is in a “lower” risk level.But the potentiality of mineral resources，the engineering geological conditions and the infrastructure are in a “high” risk level，which are the main project risk sources.General recommendations are as follows.Before transnational mining M&A，enterprises should do their due diligence and collect detailed data as much as possible.Decision criteria is as fallow：If the evaluation result is in a “high” risk level or above，it should be carefully decided or even directly rejected； If the evaluation result is in a “general” risk level or below，it should be treated differently，that is，carefully analyze the grade Ⅱ indexes and pay particular attention to some extreme indexes which may bring forward risks，and then estimate their possibility and scopes from the view of evading or reducing risks in the future，and then make further decisions.Corresponding risk control strategies should be made after the M&A and should also be adjusted while implementation so that the operational risks can be reduced and a good success rate can be got.