Exhibit 99.1

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the “Agreement” or this “Joint Venture Agreement”), is made and entered into as of this 29 day of Oct , 2019 (The “Execution Date”),

BY AND BETWEEN:

Urban Tea, Inc. (hereinafter “Urban Tea”), a NASDAQ: MYT listed China corporation, with a registered office located at Changsha, Hunan Province, China, and

T&O Management Group LLC (DBA OTTA; hereinafter “OTTA”), a New York State corporation, with a registered office located at 19 Baker Hill Road, Great Neck, New York 11023

BACKGROUND

WHEREAS, “OTTA” is a business management company providing services to Chinese brands expanding their international markets. Its scope of services includes company registration, trademark management, brand localization, location searching, supply chain management, store operation strategies, PR/marketing, HR, etc., and

WHEREAS, the members desire to establish between them a joint venture in order to collaborate in the establishment of a company in the State of New York through introduction of Urban Tea’s business to the United States of America.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the Members hereto agree as follows:

1. FORMATION

By this Agreement the Members enter into a joint venture (the “Joint Venture”) in accordance with the laws of the State of New York. The right and obligations of the Members will be as stated in the applicable legislation of the State of New York, except as otherwise provided here.

The Joint Venture formed by this Agreement will conduct its business under the name Urban Tea Management Inc. as a New York entity (or under Urban Management, Inc. or other company name as agreed by both Parties if Urban Tea Management, Inc. has already been registered) and will have its registered address under a signed lease at 79 Madison Ave, Suite 17052, New York, NY 10016.

The Joint Venture shall be considered a joint venture between the Members in all respects, and in no event shall this Agreement be construed as to create a partnership, fiduciary relationship, or any other relationship between the Parties other than a joint venture.

2. PURPOSE

The exclusive purpose of the Joint Venture shall be managing and development of Urban Tea’s brand, products, and technology by both parties. OTTA, as managing partner in this Joint Venture, provides local expertise to manage the business development of Urban Tea’s projects, opens stores and sells products in the State of New York, enabling Urban Tea to expand its international market. If the scope of business shall extend beyond the State of New York, business can still be engaged after the effective written authorization by the both parties.

3. TERM

This Agreement shall become effective on the date of signing, and the Joint Venture shall be existing as long as the law permitted the existence of the Joint Venture.

4. BUSINESS MANAGEMENT

The Joint Venture will be directed, controlled and managed by a management committee (the “Management Committee”) formed both by OTTA and Urban Tea. Within the limits of the Purpose of the Joint Venture and the terms of this Agreement, the Management Committee will have full authority to bind the Members in all matters relating to the direction, control and management of the Joint Venture. Authority to bind the Joint Venture in contract or in any third- party business relation lies exclusively with the Management Committee, or its delegate.

The Management committee may consist with the Chairman of the Board, Vice-Chairman, the General Manager, Vice-General Manager, legal counsel and or accountant, total in five members. Urban Tea shall occupy three members and OTTA shall assign two members. Each Representative will have the authority to express opinions in decisions relating to the Joint Venture and to bind their respective Member. Each Member may replace its Representative or appoint a temporary alternate at its own discretion on reasonable notice to the remaining Members. However, the total number of personnel on both sides remains unchanged.

Both parties agree that OTTA shall assign a General Manager as representative to run the business, whereas Urban Tea shall assign a financial officer responsible for the management of the Joint Venture’s funds.

All action and decision respecting the appointment of an accounting firm for the Joint Venture require the consent and agreement of a majority of the Management Committee. The Joint Venture shall be audited by an audit firm designated by Urban Tea.

The Management committee may appoint or remove the managers or supervisors with the consent of the majority of the members and may propose a replacement of General Manager.

The performance appraisal objectives and responsibilities of the executive team’s management personnel shall be decided unanimously by the Management committee.

5. MANAGEMENT DUTIES

Except as otherwise specified in this agreement, the duties and obligations of the Management Committee in relation to the Joint Venture will include the following:

Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members’ interests are not affected except with the unanimous consent of the Members.

Urban Tea Management Inc. shall open a bank account at J.P Morgan Chase on behalf of the Joint Venture.

8. DISTRIBUTION OF PROFITS

Any and all net income accruing to the Joint Venture shall be distributed to Members according to their Percentage Ownership as listed in Section 7.

9. EXCLUSIVE RIGHT

Joint Venture may register trademarks in the territory of New York State, the United States of America, which shall not be same or similar to the trademarks owned by Urban Tea.

Joint Venture shall formulate the franchise policy of Urban Tea’s trademarks and brands in the territory of the Unites States based on Urban Tea’s own franchise policy in China and its overseas authorization.

10. DISSOLUTION OF THE JOINT VENTURE

The Venture will be dissolved and its assets shall be liquidated in the event of any of the following:

11. LIQUIDATION

On dissolution, the Joint Venture will be liquidated promptly and within a reasonable time by the Management Committee.

On the liquidation of the Joint Venture assets, distribution of any amounts to Members will be made in proportion to their respective percentage ownership or as otherwise may be agreed in writing.

12. ASSIGNMENT

Neither Member shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Member. Any such attempted assignment without written consent will be void.

13. CONFIDENTIALITY

All matters relating to this Agreement and the Joint Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Joint Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain.

14. INDEMNIFICATION

Each Member will be indemnified and held harmless by the Joint Venture from any and all harm or damages of any nature relating to the Member’s participation in Joint Venture affairs except such damages are caused by force majeure or a gross negligence that the shareholder has failed to foresee.

15. LIABILITY

Joint Venture will solely use its assets to satisfy any liability, and the Member or individuals in management position shall not be liable for the Joint Venture. No Member will be liable to the Joint Venture or to any other Member for any error in judgment or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or willful misconduct.

16. MISCELLANEOUS

Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture and shall never engage in any activities that will damage the joint venture and harm the interests of the shareholders.

This Agreement shall be equally binding on both parties to the Agreement. Facsimile signatures are binding and are considered to be original signatures.

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

This Agreement constitutes the entire agreement between the parties for this Joint Venture and supersedes any previous discussions, records, memoranda, negotiation, understanding documents and agreements reached between the parties (whether in written or oral, including various types of communications). And only the written terms of this Agreement are binding on both parties.

Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Members at the addresses contained in this Agreement or as the Members may later designate in writing.

All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Members have duly affixed their signatures under hand on this 29 day of October , 2019 to show their faithfulness. If there is any ambiguity, the Chinese interpretation of the Agreement will control. If the ambiguity between the two parties cannot be resolved through negotiation, the two parties hereby agreed that the dispute shall be assorted to the arbitration by the China Shanghai International Economic and Trade Arbitration Commission.

This Agreement shall become effective on the date of signature (seal) by both parties. The parties shall, under the specific circumstances, sign a written agreement to change or supplement the Agreement, if the Agreement fails to stipulate, or the stipulations are unclear or not applicable. The Supplemental Agreement has the same legal effect as this Agreement.

This Agreement is made in duplicate, each party holds one and both have the same legal effect.

Attachment: Business licenses of both parties, Joint Venture Operation Plan and Financial Budget from October 2019 to December 2019 shall be the integral part of this Agreement and has the same legal effect as the body of the contract.

[Signature Page Follows]

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Exhibit 99.2

Shareholder Agreement

Recitals

In consideration of the premises and the mutual agreements contained in this Agreement, made by each of the parties to the other, it is mutually agreed, to name but a few, as follows terms:

No shares of stock shall be issued unless each shareholder is simultaneously given the preemptive right to purchase shares of stock in corporation as shall be provided for pursuant to the laws of the State of New York.

In the event that the shares of stock of corporation are changed to or exchanged for a different number or kind of shares of stock, or other securities, whether by reason of merger, consolidation, recapitalization, reclassification, split-up, combination of shares, or otherwise, or exchanged for shares of another corporation, or if the number of issued and outstanding shares of stock is increased through the payment of a stock dividend, then there shall be substituted for or added to the stock subject to this agreement, whether issued and outstanding, or reserved for issuance, the number and kind of shares of stock or other securities into which the stock of corporation shall have been so changed, or for which the stock will be exchanged, or to which the stock shall be entitled, as the case may be, and the price of the shares to be purchased by each shareholder shall be approximately adjusted to reflect the events specified in this section.

Each of the shareholders agrees that it will vote its shares, to the extent legally possible, vote as a director to accomplish the following:

The board of directors of corporation will initially consist of five persons, Long Yi, Xinyao Wang, Claire Qianjin Li, Liu Tao and Wenyuan Zhang, and each of the shareholders shall be elected as a director. The shareholders are entitled to change the number of boards and elect directors as they wish.

The board of directors shall perform such functions for and on behalf of the corporation, as are not otherwise delegated to some other individual(s) or entity(ies) under either the provisions of this agreement, or by the operation of law. If the board of directors should ever reach an impasse and be unable to take any action because of the lack of a necessary consensus of the members thereof, then an interim director (“Interim Director”) shall be designated by the unanimous written consent of the shareholders, solely for the purpose of resolving the particular impasse. If the Interim Director is ever appointed under the provisions of this Section, then the Interim Director shall be indemnified and held harmless by the corporation against any claim, loss, damage, liability or cost asserted against or incurred by the Interim Director that is related to any action taken by such individual in the capacity of Interim Director to the corporation, unless such claim, loss, damage, liability or cost is determined by a competent court of law having proper jurisdiction, to be the direct result of either a fraud committed by, or the gross negligence of, the Interim Director.

The bank account of corporation will be maintained at a bank in New York City, New York. Further or different banking facilities may be selected and arranged for from time to time by the board of directors. No check or draft may be drawn for any obligation in excess of $2,000 unless such check or draft is signed by two officers.

Until their successors are selected by the board of directors, Centurian A. P shall be the accountants and auditors of corporation. As soon as practical after the end of each fiscal year, the board of directors shall request corporation’s independent accountants to transmit to it a report on corporation’s financial statements, after examination of such statements by them. The examination will be conducted, insofar as practicable, in accordance with generally accepted auditing standards, with a view toward the rendering of an unqualified report. Copies of all reports of the accountants and auditors of corporation shall be available to each shareholder as soon as practical after its publication.

Except as otherwise provided herein, or by operation of law, no individual who, or entity which, manages and directs the operation of the business and affairs of the corporation under the provisions of this agreement, shall have any authority to take any of the actions set forth hereafter in this section, without the prior consent of at least 51% of the then outstanding shares:

The Corporation agrees to indemnify and hold each of the officers and members of the Corporation’s board of directors (“Board of Directors”) harmless from and against any claim, loss, damage, liability or cost asserted against or incurred by such individual which is attributable to the services rendered in that capacity, except for any such claim, loss, damage, liability or cost determined by a competent court of law having proper jurisdiction, to be the direct result of an act by the individual, that is: (i) unlawful; or (ii) specifically outside the scope of such officer’s or director’s corporate authority.

Subject to the limitations contained in the New York Business Corporation Law, dividends shall be paid to the shareholders of the corporation in such amounts, and at such times, as may be determined by the board of directors.

Any individual who, or entity which, manages and directs the operation of the business and affairs of the corporation under this Agreement, shall cause the corporation to maintain the books, records and other documents as required by the New York Business Corporation Law; such individual or entity shall cause the corporation to furnish to each of the shareholders an annual report such as referred to in the New York Business Corporation Law, which report need not be audited.

Each of the officers agrees to devote its best efforts and entire time and attention to the business of corporation, and that it shall not directly or indirectly engage in any other business, either as a proprietor, partner, shareholder, director, officer, creditor, employee, or in any other capacity whatsoever. Nothing in this paragraph shall restrict any officers from: (a) owning less than a controlling interest in any securities that are traded over the counter or on a national stock exchange, or (b) acting as a consultant to a person who or company that does not directly or indirectly compete with corporation, and provided further that such consultancy does not conflict or interfere with that shareholder’s ability to provide services on a full-time basis to corporation. If any shareholder undertakes such a consultancy, the shareholder must keep the other officers of corporation informed of the name of the person, firm, or corporation the officer is consulting to and the general nature of the consultancy.

Each of the shareholders warrants that it is not limited or restricted in any way from entering into the business contemplated by the shareholders and each agrees to hold each of the other shareholders and corporation harmless in the event of any suit in which the moving party or parties allege that the shareholder’s relationships or activities with corporation violate any agreement or duty at common law not to engage in corporation’s business.

Each shareholder agrees that he or she will maintain in confidence and will not disclose or use, either during or after his or her term of employment with the corporation without the prior express written consent of the corporation, any proprietary or confidential information or know-how belonging to the corporation (“Confidential Information”), whether or not it is in written or permanent form, except to the extent required to perform his or her duties on behalf of the corporation as an employee. Such Confidential Information includes, but is not limited to, technical and business information relating to the corporation’s inventions or products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing, and production and future business plans. Upon termination of his or her employment, each shareholder agrees to deliver to the corporation all written and tangible material in his or her possession incorporating the Confidential Information or otherwise relating to the corporation’s business. These obligations with respect to Confidential Information extend to information belonging to customers and suppliers of the corporation who may have disclosed such information to the shareholder in the course of business.

Each shareholder agrees that it will not in any manner encumber or dispose of all or any part of the stock the shareholder is purchasing pursuant to this agreement or may subsequently acquire until such shareholder complies with the terms of this Section Five.

In the event of the death of a shareholder, the shareholder’s estate will be deemed to have offered, and corporation shall purchase, all the stock of corporation owned any such shareholder.

In the event of any sale, transfer, or disposition of any stock subject to this agreement in any manner not mentioned above, whether voluntary or involuntary, including, but not limited to, sale, transfer, or disposition under judicial order, legal process, attachment, enforcement of a pledge, trust, or encumbrance, or sale under any of them, the purchaser or one to whom the stock passes or encumbrance, or sale under any of them, the purchaser or one to whom the stock passes or is disposed of shall offer in writing to sell to corporation and the shareholders all of such stock, within 10 days after such sale, transfer, or disposition on the terms and conditions set forth in Paragraph 5.2 of this agreement, provided, however, that the purchase price of such stock value shall be the lesser of the price paid by the offeror or the book value as determined pursuant to Paragraph 5.8 this agreement as of the last day of the month preceding such offer.

Any sale, transfer, disposition, or encumbrance of any stock subject to this agreement made in violation to the terms and conditions of this agreement shall be absolutely null and void, and the stock shall not be transferred or recognized by corporation.

If at any time, corporation is required to make any payment on the purchase of stock by the terms of this agreement, and its surplus is then insufficient for such purpose, then:

Each shareholder agrees that it will hold its shares subject to the terms of this agreement, and will not sell, transfer, pledge, assign, encumber, or otherwise dispose of the shares in any manner except as provided by the terms of this agreement. Each shareholder agrees that any certificate issued to the shareholder pursuant to this agreement will be endorsed with the following legend:

“Sale, transfer, pledge, assignment, or encumbrance of the securities represented by this certificate is subject to the terms of a shareholders’ agreement dated October 29th, 2019, which may be examined at the principal office of the corporation.”

All notices pursuant to this agreement must be given by registered or certified mail addressed to the party receiving notice at the address set forth for the party in this agreement or such other address as may be specified by notice in writing given in the same manner by any party or parties to all signatories.

This agreement is binding on the parties hereto, their heirs, executors, administrators, successors, and assigns. The parties agree for themselves, and their heirs, executors, administrators, successors, and assigns, to execute any instruments and to perform any acts that may be necessary or proper to carry out the purposes of this agreement, but the failure to execute such instruments will not affect the rights of any party hereto or the obligations of any estate, as provided in this agreement.

This agreement is subject to and governed by the laws of the State of New York, regardless of the fact that one or more of the parties now is or may become a resident of another state.

This agreement shall be incorporated in the corporate minutes of corporation. Where there is any variation in the bylaws and/or the certificate of incorporation of corporation, the provisions of this agreement will prevail as between corporation’s shareholders and any person having notice of this agreement.

This agreement contains the entire agreement of the parties with respect to its subject matter, and no waiver, modification, or change will be valid unless contained in a writing signed by the party or parties to be bound.

In witness whereof, the parties have executed this Shareholders’ Agreement at New York City the day and year first above written.

Urban Tea, Inc.

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