Exhibit 10.3


 


CIS ACQUISITION LTD.


 


VOTING AGREEMENT


 


This Voting Agreement
(this “Agreement”) is made as of September 19, 2014 by and among CIS Acquisition Ltd., a British Virgin Islands
company (the “Company”), and each of the individuals and entities set forth on the signature page hereto (each
a “Voting Party” and collectively, the “Voting Parties”). For purposes of this Agreement,
capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as
defined below).


 


RECITALS


 


WHEREAS,
the Company, Elite Ride Limited, a British Virgin Islands company (the “Target”), Delta Advanced Materials Limited,
a Hong Kong company, and certain stockholders of the Target, entered into a Stock Purchase Agreement, dated as of September 16,
2014, as amended (the “Purchase Agreement”); and


 


WHEREAS,
each of the Voting Parties, currently owns, or on closing of the transactions contemplated by the Purchase Agreement, will own,
shares of the Company’s capital stock, and wishes to provide for orderly elections of the Company’s board of directors
as described herein.


 


NOW
THEREFORE, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.           Agreement
to Vote. During the term of this Agreement and to the extent they are entitled under the Company’s constituent or organizational
documents or agreements to vote on such matter, each Voting Party agrees to vote all securities of the Company that may vote in
the election of the Company’s directors that such Voting Party owns from time to time (hereinafter referred to as the “Voting
Shares”) in accordance with the provisions of this Agreement, whether at a regular or special meeting of stockholders
or any class or series of stockholders or by written consent.


 


2.           Election
of Boards of Directors.


 


2.1            Voting.
During the term of this Agreement, and subject to the Company’s constituent or organizational documents or agreements, each
Voting Party agrees to vote all Voting Shares in such manner as may be necessary to elect (and maintain in office) as members of
the Company’s Board of Directors the following persons:


 


(a)    Four (4) persons (each a “Stockholder Designee,” and collectively, the “Stockholder Designees”)
designated by Elite Ride Limited, or if it is unavailable, by the Voting Parties other than those who owned shares of the Company
prior to the Company’s initial public offering (the “CIS Stockholders”), holding a majority of shares
of capital stock owned by such Voting Parties (as applicable, the “Delta Selector”). At least two (2) Stockholder
Designees shall qualify as an independent director under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules of the Nasdaq Stock Market, if applicable; and


 




    	 



    	 



    

 


(b)    One (1) person (the “CIS Designee”) designated by George Kaufman, or if he is unavailable, by the Voting
Parties other than those who were members or employees of or consultants to Target or its affiliates prior to the date hereof (the
“Delta Stockholders”), holding a majority of shares of capital stock owned by such Voting Parties (as applicable,
the “CIS Selector”). The CIS Designee shall qualify as an independent director under the Exchange Act, and the
rules of the Nasdaq Stock Market, if applicable.


 


2.2            Initial
Designees. The initial Stockholder Designees are Chao Xin, Richard Liu, David Chi-Ping Chow and Changguang Wu. The initial
CIS Designee is George Kaufman.


 


2.3            Size
of the Board. The parties hereto agree that they shall, and that they shall cause their respective designees to, maintain the
size of the Company’s Board of Directors at five (5) persons for the 13 month period following the Closing (as defined in
the Purchase Agreement).


 


2.4            Obligations;
Removal of Directors; Vacancies. The obligations of the Voting Parties pursuant to this Section 2 shall include any stockholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association as required to effect the intent
of this Agreement. Each of the Voting Parties and the Company agree not to take any actions that would materially and adversely
affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Company’s
Board of Directors as herein stated. The parties acknowledge that the fiduciary duties of each member of the Company’s Board
of Directors are to the Company’s stockholders as a whole. In the event any director elected pursuant to the terms hereof
ceases to serve as a member of the Company’s Board of Directors, the Company and the Voting Parties agree to take all such
action as is reasonable and necessary, including the voting of shares of capital stock of the Company by the Voting Parties as
to which they have beneficial ownership, to cause the election or appointment of such other substitute person to the Board of Directors
as may be designated on the terms provided herein.


 


3.           Successors
in Interest of the Voting Parties and the Company. The provisions of this Agreement shall be binding upon the successors in
interest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein, unless
such shares are sold into the public markets. Each Voting Party shall not, and the Company shall not, permit the transfer of any
Voting Party’s Voting Shares (except for sales of Voting Shares into the public markets), unless and until the person to
whom such securities are to be transferred shall have executed a written agreement pursuant to which such person becomes a party
to this Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting Party hereunder.


 


4.           Covenants.
The Company and each Voting Party agrees to take all actions required to ensure that the rights given to each Voting Party hereunder
are effective and that each Voting Party enjoys the benefits thereof. Such actions include, without limitation, the use of best
efforts to cause the nomination of the designees, as provided herein, for election as directors of the Company. Neither the Company
nor any Voting Party will, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to
be performed hereunder by the Company or any such Voting Party, as applicable, but will at all times in good faith assist in the
carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriate
in order to protect the rights of each Voting Party hereunder against impairment.


 




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5.           Grant
of Proxy. The parties agree that this Agreement does not constitute the granting of a proxy to any party or any other person;
provided, however, that should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies
shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.


 


6.           Restrictive
Legend. Until the termination of this Agreement, each certificate representing any of the Voting Shares shall be marked by
the Company with a legend reading as follows:


 


“THE SHARES
EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST
IN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID
VOTING AGREEMENT.”


 


7.           Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach
of this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreement
shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives any
claim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rights
would be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out in
accordance with the terms and conditions hereof.


 


8.           Manner
of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any
other manner permitted by applicable law.


 


9.           Termination.
This Agreement shall terminate upon the first to occur of the following:


 


9.1            The
date that is thirteen (13) months from the Closing Date (as defined in the Purchase Agreement); or


 


9.2            immediately
prior to a transaction pursuant to which a person or group other than current shareholders of the Company or the Voting Parties,
or their respective affiliates, will control greater than 50% of the Company’s voting power with respect to the election
of directors of the Company.


 




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10.         Amendments
and Waivers. Except as otherwise provided herein, additional parties may be added to this Agreement, and any provision of this
Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of (a) the Company, and (b) the holders of a majority of Voting Shares then held
by the Voting Parties; provided, however, that the right of the CIS Selector to nominate the CIS Designees shall not be
amended without the written consent of a majority in interest of the CIS Stockholders; and provided further, that the right
of the Delta Stockholders to nominate the Stockholder Designees shall not be amended without the written consent of a majority
in interest of Delta Stockholders.


 


11.         Stock
Splits, Stock Dividends, etc. In the event of any stock split, stock dividend, recapitalization, reorganization or the like,
any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this Agreement.


 


12.         Severability.
In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


13.         Governing
Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of New York without reference to its conflicts of laws provisions.


 


14.         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one instrument.


 


15.         Successors
and Assigns. Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors and assigns of the parties hereto.


 


16.         Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes any
prior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liable
or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein
or therein.


 


[Remainder of page
intentionally left blank; signature page follows]


 




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This Voting Agreement is hereby executed
effective as of the date first set forth above.


 





	“COMPANY”	 
	 	 
	CIS ACQUISITION LTD.,	 
	a British Virgin Islands company	 


 


	By:	 	 
	Name:	 
	Title:	 





 







    	 



    	 



    

 


	“VOTING PARTIES”	 
	 	 
	 	 
	Chao Xin	 
	 	 
	 	 
	Kyle Shostak	 
	 	 
	CIS ACQUISITION HOLDING CO. LTD.	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	CHARDAN CAPITAL MARKETS LLC	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	 	 
	George Kaufman