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This Joint Venture Agreement involves COOPER TIRE & A joint venture contract (also known as a JV Agreement) is an agreement between two or more existing businesses to co-operate and combine their resources for a project or series of projects, but they do not wish to create a single business entity. Joint venture contracts should include stipulations and provisions such as the purpose of the joint venture, details of each business or party in the agreement, terms and lengths of the agreement, the contribution, accounts and roles of each party, management, promotion, confidentiality, intellectual property rights, termination and arbitration.

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Joint Venture JV Agreement, COOPER TIRE & Joint Venture JV Agreement, RUBBER CO Joint Venture JV Agreement, RONGCHENG CHENGSHAN STEEL CORD COMPANY L..., Tires Joint Venture JV Agreement, CYCLIC Joint Venture JV Agreement

COOPER TIRE & Joint Venture Agreement

EXHIBIT 10(xxxi) ================================================================================ SINO-FOREIGN EQUITY JOINT VENTURE CONTRACT FOR RONGCHENG CHENGSHAN STEEL CORD COMPANY LTD BY AND BETWEEN CHENGSHAN GROUP COMPANY LIMITED AND CTB (BARBADOS) INVESTMENT CO. LTD. ================================================================================ OCTOBER 27, 2005 TABLE OF CONTENTS
CHAPTER ------ CHAPTER 1 CHAPTER 2 CHAPTER 3 CHAPTER 4 CHAPTER 5 CHAPTER 6 CHAPTER 7 CHAPTER 8 CHAPTER 9 CHAPTER 10 CHAPTER 11 CHAPTER 12 DEFINITIONS............................................... PARTIES TO THE CONTRACT................................... ESTABLISHMENT OF THE JOINT VENTURE........................ PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE........... TOTAL INVESTMENT AND REGISTERED CAPITAL................... REPRESENTATIONS AND WARRANTIES............................ RESPONSIBILITIES OF THE PARTIES........................... BOARD OF DIRECTORS........................................ OPERATION AND MANAGEMENT.................................. LABOR MANAGEMENT.......................................... FINANCIAL AFFAIRS AND ACCOUNTING.......................... PROFIT DISTRIBUTION....................................... PAGE --- 01 01 02 03 03 05 06 08 11 13 14 15 CHAPTER 13 CHAPTER 14 CHAPTER 15 CHAPTER 16 CHAPTER 17 CHAPTER 18 CHAPTER 19 CHAPTER 20 CHAPTER 21 CHAPTER 22 APPENDIX 1 APPENDIX 2 APPENDIX 3
TAXATION AND INSURANCE.................................... PURCHASE OF MATERIALS AND SALE OF PRODUCTS................ CONFIDENTIALITY AND NON-COMPETE........................... DURATION, TERMINATION AND LIQUIDATION..................... BREACH OF CONTRACT........................................ FORCE MAJEURE............................................. DISPUTE RESOLUTION........................................ GOVERNING LAW & CHANGE OF LAW............................. EFFECTIVE DATE OF THE CONTRACT............................ MISCELLANEOUS PROVISIONS.................................. DEFINITIONS AND INTERPRETATION............................ EQUITY TRANSFER/PLEDGE RULES.............................. SHARE PURCHASE AGREEMENT 16 16 16 18 22 22 23 24 24 24 28 32 35 EQUITY JOINT VENTURE CONTRACT This Sino-foreign Equity Joint Venture Contract (this "CONTRACT") is made and entered into in the People's Republic of China ("CHINA" or "PRC") on this 27th. day of October, 2005, in accordance with the PRC Sino-foreign Equity Joint Venture Law (the "JOINT VENTURE Law") and other relevant PRC laws and regulations, by and among: (1) CHENGSHAN GROUP COMPANY LTD., a limited liabilities company duly organized and existing under the laws of the PRC with its legal address at No 98, North Nan Shan Road, Rongcheng City, Shandong Province, PRC ("PARTY A"); and CTB (BARBADOS) INVESTMENT CO. LTD., a company duly organized and existing under the laws of [Barbados] with its legal address at Chancery House, High Street, Bridgetown, Barbados, W. I. ("PARTY B"). (2) (Each party is hereinafter individually referred to as a "PARTY" and collectively as the "PARTIES".) WHEREAS: (A) On the date of this Contract, Party A and Mr. Teng Liu-zhi [CHINESE CHARACTERS] ("MR. TENG") are the existing shareholders of Rongcheng Chengshan Steel Cord Co., Ltd. (the "COMPANY"), a limited liability company duly organized and existing under the laws of the PRC; Party A will purchase from Mr. Teng, and Mr. Teng has agreed to sell to (B) Party A, the Company's equity interests owned by Mr. Teng. Therefore, Party A will own all the equity interests of the Company prior to the Completion Date (as such term defined in the Share Purchase Agreement); (C) Party A has agreed to sell to Party B, and Party B has agreed to purchase from Party A, a portion of twenty five percent (25%) of the equity interest of the Company in accordance with the terms and conditions of the Share Purchase Agreement entered into among Party A, Party B and the Company on the date of this Contract; and In accordance with the principles of equality and mutual benefit, the Parties have held friendly negotiations in relation to the terms and conditions for converting the Company from a domestic limited liability company into a Sino-foreign equity joint venture. (D) NOW, THEREFORE, the Parties hereby agree as follows: CHAPTER 1 DEFINITIONS Unless the terms or context of this Contract provide otherwise, capitalized terms used herein without definition have the meanings assigned to them in Appendix 1 attached to this Contract. CHAPTER 2 PARTIES TO THE CONTRACT 2.1 (1) Party A: Country of Registration: Legal Address: Chengshan Group Company Ltd. PRC No. 98, Nanshan Road North, Rongcheng City, Shandong Province, PRC The Parties. The Parties to this Contract are as follows: 1 Current Legal Representative: Che Hong-Zhi Nationality: (2) Party B: Country of Registration: Legal Address: Chinese CTB (BARBADOS) INVESTMENT CO. LTD. Barbados Chancery House, High Street, Bridgetown, Barbados, W. I. Current Legal Representative: Harold C. Miller Nationality: U.S.A. CHAPTER 3 ESTABLISHMENT OF THE JOINT VENTURE 3.1 Establishment of the Joint Venture. In accordance with the Joint Venture Law and other relevant PRC laws and regulations, the Parties hereby enter into this Contract for the establishment of the Joint Venture as a Sino-foreign equity joint venture in the form of a limited liability company. 3.2 Joint Venture Name, Legal Address. (1) The name of the Joint Venture in English is "Rongcheng Chengshan Steel Cord Company Ltd." The name of the Joint Venture in Chinese is [CHINESE CHARACTER] (2) 3.3 The legal address of the Joint Venture is Chengshan Road, Rongcheng City, Shandong Province, PRC. Limited Liability Company. The Joint Venture shall be organized as a company with limited liability under PRC law, liable for its own debts with its own assets. The liability of each Party shall be limited to the amount of the Registered Capital expressly subscribed by such Party. No Party shall be obligated at any time to provide any funds to, or on behalf of, the Joint Venture by way of capital contribution, loan, advance, guarantee or otherwise, except as specifically provided in this Contract, or as otherwise agreed to in writing by the Parties. The Parties shall not be liable for the debts of the Joint Venture, unless otherwise specifically agreed in writing between a particular creditor and the Party or Parties concerned. Subject to the terms and conditions of this Contract, the profits, risks and losses of the Joint Venture shall be shared by the Parties in proportion to their respective contributions to the Registered Capital. 2 3.4 PRC Law. The activities of the Joint Venture shall be governed by, and its legal rights and operational autonomy shall be protected in accordance with, the laws and regulations of the PRC. CHAPTER 4 PURPOSE AND BUSINESS SCOPE OF THE JOINT VENTURE 4.1 Purpose of Joint Venture. The purpose of the Joint Venture is to use advanced technology and management methods to develop, manufacture and sell the Products on the international and domestic markets and to earn a satisfactory return on investment for the Parties. Scope of Business. The Joint Venture's scope of business shall be to design, develop, manufacture, and process (consuming both domestic and imported materials) steel cords and tire bead wires; provide technical support and after sales service for such products; and market and sell such products. CHAPTER 5 REGISTERED CAPITAL 5.1 5.2 Registered Capital. The Registered Capital of the Joint Venture shall be Renminbi one hundred and thirty million (RMB(Y)130,000,000). Schedule for Capital Contributions. For avoidance of doubt, the Parties hereby agree that (i) conversion of the Party A's equity interest of the Company into its Percentage Interest in the Registered Capital of the Joint Venture on the Establishment Date; and (ii) completion of Party B's 4.2 payment of the Transaction Price (as such term defined in the Share Purchase Agreement) pursuant to the payment schedule stipulated in Article 3.1 under the Share Purchase Agreement shall be deemed as completion of capital contribution of the Parties to the Joint Venture. 5.3 Conditions Precedent to the Contribution of Registered Capital. The Parties' contribution to the Registered Capital of the Joint Venture pursuant to Article 5.2 hereof shall be conditioned on the satisfaction of all of the following: (1) (2) Party A has acquired all the equity interests of the Company; the Examination and Approval Authority has issued a Certificate of Approval, and any required changes to this Contract have been agreed to in writing by the Parties; a Business authorizes in Article in writing License has been granted to the Joint Venture which the full scope of business of the Joint Venture described 4.2 or any required changes thereto have been agreed to by the Parties; and (3) (4) all Parties have obtained corporate approvals in respect of this Contract from their respective board of directors as may be necessary. 3 5.4 Capital Contribution Verification and Certificate. An accountant registered in the PRC shall be engaged by the Joint Venture to verify the respective capital contributions of each Party and provide a capital verification report(s) accordingly. The Joint Venture, upon the receipt of a satisfactory capital verification report, shall issue a capital contribution certificate to the relevant Party. This certificate shall include the following items: name of the Joint Venture; the Establishment Date; the names of the Parties and the amount of their respective capital contributions; the date on which the capital contributions were made; and the date of issuance of the capital contribution certificate. Each capital contribution certificate shall be signed by the Chairman and the Vice-Chairman of the Joint Venture. The capital contribution certificates shall only certify the investment of each Party and shall not be deemed as a note or other negotiable instrument. Financing. Subject to the terms and conditions of this Contract, to the greatest extent permitted by relevant law, the Joint Venture may finance its operations and capital needs by way of loans, including but not limited to shareholder loans, loans from such banks, other financial institutions or qualified lenders inside or outside of China and upon such terms and subject to such conditions as may be approved by the Board. Party A hereby undertakes to appropriately support, and to the extent necessary, provide a loan at an amount of US$ 6,400,000 to the Joint Venture as soon as practicable upon the Completion (as such term defined in the Share Purchase Agreement), which shall have a term of at least 10 years bearing interest at the prevailing market rate and will be subordinated to the claims against and liabilities incurred by the Joint 5.5 Venture. 5.6 Increase of Registered Capital. The Registered Capital of the Joint Venture may be increased by a unanimous resolution of the Board, which resolution shall stipulate the timing and other terms of such increase, with such increase subject to the approval of the Examination and Approval Authority and registration with the Registration Authority. If any Party chooses not to participate in any such additional investment in the Joint Venture, the other Party shall have the option to make the additional contribution to the Joint Venture's Registered Capital and the ownership percentages of the Parties' equity interests in the Joint Venture shall be adjusted accordingly. Transfer of Equity Interests. (1) If one Party wishes to transfer all or part of its Percentage Interest in the Joint Venture to any third party, it shall obtain the written consent of (including waiver of preemptive rights by) the other Party, and the transfer shall be presented to the Examination and Approval Authority for approval. The Party agree to be bound by the detailed rules set forth in Appendix 2 attached to this Contract, which rules are to implement the principle described in the preceding sentence. 5.7 5.8 Share Purchase. On the date of this Contract, Party A and Party B shall enter into a share purchase agreement (the "SHARE PURCHASE AGREEMENT") in substantially the form attached as Appendix 3 hereto, pursuant to which Party A has agreed to sell to Party B, and Party B has agreed to purchase from Party A, twenty five percent (25%) of the equity interest of the Company in accordance with the terms and conditions therein. 4 CHAPTER 6 REPRESENTATIONS AND WARRANTIES 6.1 Representations and Warranties. Each Party hereby represents and warrants that, as of the date of this Contract and as of a date on which a Party makes a capital contribution to the Joint Venture in accordance with Article 5.2 herein, it: (1) has the capacity and authority to enter into this Contract and to perform its obligations hereunder, and is duly organized and validly existing under the laws of the PRC in the case of Party A, and under the laws of Barbados in the case of Party B; is not a party to, bound by or subject to any contract, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the execution and delivery by such Party of this Contract or the performance by such Party of any of the terms of this Contract, or which restricts such Party from entering into this Contract or performing its obligations and abiding by the terms hereunder; has duly authorized, executed and delivered this Contract and that this Contract constitutes a legal, valid and binding obligation (2) (3) enforceable in accordance with its terms; (4) will contribute capital or transfer shares in a manner which does not conflict with, violate or result in a breach of, any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality or any arbitrator, or result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon such capital or shares; freely enters into this Contract and has not and will not hereafter incur any obligations or commitments of any kind which would in any way hinder or interfere with its acceptance or performance of its obligations hereunder; and (i) has carefully read the entire Contract including the Appendices hereto; (ii) fully understands all of the terms, conditions, restrictions and provisions set forth in this Contract, (iii) agrees that the terms, conditions, restrictions and provisions herein are necessary for the reasonable and proper protection of the business of the Joint Venture and the other Party, and (iv) acknowledges that each such term, condition, restriction and provision is fair and reasonable with respect to the subject matter thereof. (5) (6) 6.2 Representations and Warranties in Respect of the Company's Equity Interest. In respect of the Company's equity interest relating to the share purchase specified in Article 5.8 hereof, Party A represents, warrants and undertakes to Party B, as of the date of this Contract and as of the Completion Date (as such term defined in the Share Purchase Agreement), those representations, warranties and undertakings set forth in the Share Purchase Agreement are true, accurate and complete. Cure and Indemnification Obligations. 5 6.3 (1) In case of any breach of the Contract by any Party, it shall, in accordance with the direction of the non-breaching Party within thirty (30) days after receiving a notice of the non-breaching Party concerning any breach, take all necessary actions to cure such breach. Each Party agrees to indemnify and hold the other Party and the Joint Venture harmless from and against any and all claims, losses, damages, and costs arising out of any of its breach of any of its covenants or representations and warranties contained herein, . CHAPTER 7 RESPONSIBILITIES OF THE PARTIES (2) 7.1 Party A's Responsibilities. In addition to its other obligations under this Contract, Party A shall be responsible for the following matters: (1) Providing capital contributions in accordance with the terms and conditions of this Contract; (2) Using its best endeavors (acting at all times in close consultation with Party B) to assist the Joint Venture to: (a) obtain all necessary governmental approvals and completing all required registrations for the establishment and operation of the Joint Venture; liaise with PRC national, provincial, municipal or local governmental authorities and other relevant institutions or organizations; obtain the most preferential tax, customs, foreign exchange and other favorable treatment that are or may become available to the Joint Venture and/or the Parties under relevant national and local laws and regulations of the PRC; and procure necessary equipment, materials, articles for office use, means of transportation, telecommunications facilities and other public utilities, in accordance with the Joint Venture's request. (b) (c) (d) (3) Using its best endeavors (acting at all times in close consultation with Party B) to assist the Joint Venture to register with the relevant tax bureau, to open such foreign exchange and RMB bank accounts, assist the Joint Venture