Youlife Group Inc. announced a definitive share‑exchange agreement to acquire four regional human‑resources service companies, a move that expands its workforce‑deployment capabilities and strengthens its nationwide blue‑collar services platform.
The deal values the target at a base price of RMB 69.6 million and involves the issuance of 4,967,809 new Class A ordinary shares, representing about 7.1 % of Youlife’s outstanding Class A shares and 1.7 % of its voting power. The agreement includes an earn‑out that requires the acquired companies to achieve audited net profit and operating cash inflow of at least RMB 12 million each year from 2026 through 2028, aligning the interests of the sellers with Youlife’s long‑term performance.
Youlife’s strategy is to consolidate a highly fragmented market by adding proven regional operating capabilities. The pure‑equity structure preserves cash, allowing the company to avoid immediate outlays while still acquiring new assets. The earn‑out mechanism mitigates risk by tying additional consideration to future performance, ensuring that the acquisition adds value only if the target businesses meet agreed‑upon financial targets.
Financially, Youlife reported first‑half 2025 revenue of RMB 913.3 million, up 16.2 % year‑over‑year, with a gross margin of 14.1 % and operating income of RMB 45.8 million, up 93.3 % YoY. Employee‑management services account for 93 % of revenue, underscoring the company’s focus on core services while the acquisition broadens its geographic footprint.
CEO Yunlei Wang said the transaction “adds proven regional operating capabilities to Youlife’s platform and enhances our ability to deploy standardized, technology‑enabled workforce solutions across broader regions.” CFO Liqun Yao added that the equity‑based structure “balances growth objectives with prudent financial management while focusing on long‑term value creation.”
The acquisition positions Youlife as a more integrated platform, potentially increasing scale and operational efficiency. The earn‑out structure protects shareholders by ensuring additional payments are contingent on future performance, while the pure‑equity deal preserves liquidity for future investments or strategic opportunities.
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