Jerash Holdings (US) (JRSH) DEF 14ADefinitive proxy

To our Stockholders:

Thank you for your support as a stockholder of Jerash Holdings (US), Inc. We are excited to report strong financial results for fiscal 2020, including record sales of $93 million, $0.57 per share in GAAP net income and $6.9 million in cash flow from operations. We ended the year with cash and cash equivalents of $26.9 million. We also continued to declare dividends, paying out $0.20 per share in dividends to our stockholders over the course of the year.

Our fiscal 2020 performance was slightly impacted by the ongoing COVID-19 pandemic and the national shutdown in late March 2020 in Jordan where our production facilities are located. For fiscal 2021, there are uncertainties in customer demand in both the United States and Europe. We are relentlessly communicating with both existing and new customers to secure orders, but currently we are unable to provide an annual projection given the volatility of the pandemic situation.

We have taken pro-active steps in bringing in new customers and expanding product types, like non-medical facial masks and personal protection equipment level gears including surgical masks and isolation gowns. We believe such actions, in addition to our strong cashflow position, will position Jerash well to capture additional market shares when the markets fully reopen.

Finally, I want to highlight that we are achieving the above while remaining a socially responsible company. We believe in paying a living wage to our valued employees, creating a safe and rewarding work environment with opportunities for advancement, and providing access to employment for displaced or disadvantaged workers, including Syrian refugees through our work with the United Nations and local women through our work with the Jordanian government.

We look forward to the year ahead and continuing to report our progress.

Best regards,

Notice of Annual Meeting of Stockholders

Jerash Holdings (US), Inc.
277 Fairfield Road, Suite 338
Fairfield, NJ 07004

Items of Business

1.      Elect five directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2021 annual meeting of stockholders;

2.      Ratify the appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2021; and

3.      Consider any other business as may properly be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” Proposal No. 2.

How to Vote

•        By Internet:    You may vote online at www.proxyvote.com.

•        By Telephone:    You may vote by calling 1-800-690-6903.

•        By Mail:    You may vote by completing and returning the enclosed proxy card.

•        In Person:    All stockholders are cordially invited to attend the annual meeting of stockholders.

This communication is not a form for voting and presents only an overview of the more complete proxy materials. The Company encourages you to review the complete proxy materials before voting.

THE 2020 ANNUAL REPORT TO STOCKHOLDERS ACCOMPANIES THIS NOTICE

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be held on September 16, 2020: This Proxy Statement, our Annual Report on Form 10-K and a letter to our stockholders are available at www.proxyvote.com and can be obtained, free of charge, by writing to our Chief Financial Officer at the Company’s address above or by calling 1-800-579-1639 by September 2, 2020 to receive the materials before the annual meeting.

Proxy Statement Summary

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

General Meeting Information

Voting Matters and Board Recommendations

Recent Highlights and Achievements

We recently reported our financial results for the fiscal year ended March 31, 2020 (“fiscal 2020”) and other recent highlights, including:

•        Reported $93.0 million full-year revenue, an annual increase of 9.5% and a new record, driven by increased customer orders and the addition of new customers;

•        Generated full-year gross margin of 19.3%, reflecting the absorption of ramp-up costs for the acquired Paramount facility and the Al-Hasa sewing workshop, as well as the impact of a shutdown due to COVID-19 restrictions during the last two weeks of the fiscal year;

•        Reported GAAP net income of $6.5 million, or $0.57 per diluted share, an increase of 26.6% compared with net income of $5.1 million, or $0.45 per diluted share in the prior year;

•        Added multiple new customers in fiscal 2020 who are expected to increase their order volumes with Jerash in fiscal 2021; and

•        Ended the year with cash of $26.9 million and working capital of $48.1 million.

Governance Highlights

We are committed to applying sound corporate governance principles. We believe sound governance practices are in the best interests of our stockholders and strengthen accountability within our organization. The following highlights our guiding governance principles:

In addition, we intend to implement additional corporate governance principles in the future, including:

•        Developing our executive compensation policies;

•        Enhancing public disclosure; and

•        Enhancing stockholder communication.

Director Nominees

You are being asked to vote to elect the following five director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 5 of the Proxy Statement.

Table of Contents

General Information About the Meeting and Voting

The Board of Directors of Jerash Holdings (US), Inc. (the “Board”) is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Jerash Holdings (US), Inc. 2020 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting” or the “meeting”). The notice of meeting, this Proxy Statement and the enclosed form of proxy card are first being mailed to our stockholders on or about July 29, 2020. In this Proxy Statement, we may also refer to Jerash Holdings (US), Inc. and its subsidiaries as “Jerash,” the “Company,” “we,” “our,” or “us.”

Proposal No. 1 — Election of Directors

Our Board consists of five directors, all of whom are nominated for reelection at the Annual Meeting to serve until the 2021 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The Nominating and Corporate Governance Committee has recommended each nominee for election to our Board.

Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation, and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board.

the board recommends the election of these nominees:

Nominee Information

Corporate Governance Practices and Policies

Board and Committee Independence

The Board determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the bright-line independence standards under the Nasdaq listing standards. The Board must also affirmatively determine that, in its opinion, each director has no relationship that would interfere with the directors’ exercise of independent judgment in carrying out the director’s responsibilities. In addition to the Nasdaq listing standards, the Board will consider all relevant facts and circumstances in determining whether a director is independent. There are no family relationships among any of our directors and executive officers. The Board has determined that the following nominees satisfy the independence requirements of Nasdaq: Ibrahim H. Saif, Bill Korn, and Mak Chi Yan.

Leadership Structure of the Board

The Board does not have a policy on whether the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be a non-employee director or an employee. The Board believes that it should have the flexibility to choose this role in any manner that is in the best interests of our Company and our stockholders. Under the Company’s amended and restated bylaws (the “Bylaws”), the Board of Directors may elect a Chairperson of the Board from among the directors or from among other officers as it may determine to preside at meetings of the stockholders and directors and to perform other duties as the Board may determine.

Currently, our Chairman of the Board, Choi Lin Hung, is also our Chief Executive Officer, President, and Treasurer. We believe that Mr. Choi’s leadership of the Company in this dual role is appropriate for the Company at this time because his involvement with the Company’s operations and business strategy provide the main focus for the Board. The Board does not currently have a lead independent director. The Board believes its current leadership structure is appropriate because Mr. Choi’s leadership ensures the Company maintains continuity as it grows as a public company and affords the Board access to Mr. Choi’s institutional knowledge of the Company.

Board Committees and Meetings

The Board held four meetings during fiscal 2020. No director attended fewer than 75% the aggregate number of all meetings of the Board of Directors and committees on which he or she served during fiscal 2020. All of the Company’s directors, except those who were recently elected, attended last year’s annual meeting of stockholders either in person or by conference call. The Company expects the directors to attend the Annual Meeting either in person or by conference call.

Board Committees

The Board has created three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board has adopted a formal, written charter for each of the committees under which each committee operates. The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. As a matter of routine corporate governance, each committee intends to review its charter and practices on an annual basis to determine whether its charter and practices are consistent with listing standards of Nasdaq.

Committee Composition

____________

C = Committee chairperson; X = Committee member

Audit Committee

The Audit Committee of the Board (the “Audit Committee”) is composed of three independent directors: Bill Korn, who is the chairperson, Ibrahim H. Saif, and Mak Chi Yan. Each member of the Audit Committee is an independent director as defined by rules of the SEC and Nasdaq. In addition, the Board of Directors has determined that Bill Korn is an audit committee financial expert as defined by SEC rules.

The Audit Committee has the sole power and authority to select and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s management all matters relating to the annual audit of the Company. The Audit Committee held four meetings and several informal meetings over the phone in fiscal 2020.

Compensation Committee

The Compensation Committee of the Board (the “Compensation Committee”) is composed of three independent directors: Ibrahim H. Saif, who is the chairperson, Bill Korn, and Mak Chi Yan. Each member of the Compensation Committee is an independent director as defined by the rules of the SEC and Nasdaq.

The Compensation Committee has the power and authority to review and approve the remuneration arrangements for the Company’s executive officers, directors, and certain employees. The Compensation Committee also interprets and administers our employee benefit plans, including by selecting participants and approving awards under those plans. The Compensation Committee has the power and authority to form, and delegate authority to, subcommittees. The Compensation Committee did not hold any meetings in fiscal 2020.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is composed of three independent directors: Mak Chi Yan, who is the chairperson, Ibrahim H. Saif, and Bill Korn. Each member of the Nominating and Corporate Governance Committee is an independent director as defined by the rules of the SEC and Nasdaq.

The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates for membership on the Board. Each year, prior to the annual meeting of stockholders, the Nominating and Corporate Governance Committee recommends nominees to serve as our directors for the following year. The Nominating and Corporate Governance Committee did not hold any meetings in fiscal 2020.

Board Role in Risk Oversight

Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the Board, including with respect to cybersecurity risks. The Audit Committee receives reports from management on at least a quarterly basis regarding management’s assessment of risks to the Company.

In addition, the Audit Committee reports regularly to our Board, which also monitors our risk profile. The Audit Committee and the Board focus on the most significant risks we face and our general risk management strategies, while our management team coordinates responses to day-to-day risks.

Code of Ethics

We have a Code of Ethics that applies to all of our directors and executive officers, including our principal executive officer, principal financial officer, and principal accounting officer or controller. The Code of Ethics is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. We intend to post any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions, on our website.

Anti-Corruption Policy

We have adopted an Anti-Corruption Policy that applies to all of our directors, officers, employees, subsidiaries, agents, consultants, joint venture partners, and any other third-party representative that conducts business on behalf

of the Company outside of the U.S. or interacts with non-U.S. government officials. This Anti-Corruption Policy sets forth our guiding principles to comply with the U.S. Foreign Corrupt Practices Act of 1977 and other anti-corruption and anti-bribery laws to which we may be subject, including the anti-corruption provisions of the Penal Code of Jordan. Our Anti-Corruption Policy is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com.

Nominating Process

The Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending candidates for membership on the Board.

The Nominating and Corporate Governance Committee has not yet developed a policy for selecting directors, including any specific minimum requirements or a diversity policy. We believe that the Nominating and Corporate Governance Committee will develop these policies in fiscal 2021. The Nominating and Corporate Governance Committee considers candidates recommended by stockholders in the same manner as it evaluates candidates recommended by Board members, officers, or search firms. To recommend a potential candidate to the Board, a stockholder must submit the recommendation in writing to Chief Financial Officer, Jerash Holdings (US), Inc., 277 Fairfield Road, Suite 338, Fairfield, NJ 07004, in the manner set forth in our Bylaws, as filed with the SEC. Stockholder nominations must be received no earlier than May 19, 2021 and no later than June 18, 2021 to be considered for our 2021 annual meeting of stockholders. See “Other Important Information — Stockholder Proposals for the 2021 Annual Meeting” below for more information. Following the amendment and restatement of our Bylaws in July 2019, stockholders must follow specific requirements to recommend a nominee to serve as a director of the Company. These requirements, as set forth in the Bylaws, are designed to elicit the type of information regarding a director nominee who is proposed by a stockholder that would be comparable to the information reviewed for those nominees proposed by our management to best ensure that stockholder nominees are considered in the same manner by the Nominating and Corporate Governance Committee.

Communications with Directors

Stockholders wishing to communicate with our directors may send a letter to: Jerash Holdings (US), Inc., 277 Fairfield Road, Suite 338, Fairfield, NJ 07004, Attention: Board of Directors. All correspondence sent to that address will be delivered to the appropriate directors by our Chief Financial Officer.

Director Compensation

The compensation of our directors is set by our Board of Directors and reviewed by the Compensation Committee at least annually. The Company does not pay any director who is also an employee of the Company or its subsidiaries for his or her service as director. In addition to reimbursement for reasonable expenses incurred in connection with serving on the Board, in fiscal 2020 we paid our independent directors who served during that year compensation as follows:

Director Compensation Table

____________

(1)      Mr. Saif was elected as our independent director in January 2020.

(2)      Mr. Haseley ceased to be our independent director in January 2020.

(3)      Mr. Socha ceased to be our independent director in June 2020.

Certain Relationships and Related Party Transactions

Review and Approval of Related Party Transactions

We review all relationships and transactions in which we and any of our directors, executive officers, or their immediate family members are participants to determine whether those persons have a direct or indirect material interest in the relevant transaction. Our Audit Committee is responsible for reviewing, approving, and overseeing transactions between us and any related person and other potential conflict of interest situations. Our Bylaws provide that a transaction will not be void or voidable because it is a related party transaction if:

•        the material facts of the relationship or related party’s interest in the transaction are disclosed to the Board or the Audit Committee and the Board or Audit Committee authorizes the transaction with the affirmative votes of a majority of directors disinterested in the transaction;

•        the material facts of the relationship or related party’s interest in the transaction are disclosed to the stockholders entitled to vote on the transaction and the transaction is approved in good faith by a vote of the stockholders; or

•        the transaction is fair to the Company as of the time it is authorized, approved, or ratified by the Board, any committee of the Board or the stockholders.

Related Party Transactions

Historically, we have engaged in transactions with entities that are considered our affiliates. These entities include:

•        Ford Glory International Limited (“FGIL”), which is 49% owned by Mr. Choi through Merlotte (defined below);

•        Ford Glory Holdings Limited (“FGH”), which is 49% owned by Mr. Choi through Merlotte, is the parent company of FGIL, and was formerly our indirect parent company;

•        Jerash Garments and Fashion Manufacturing Company Ltd. (“Jerash Garments”), which is our wholly-owned subsidiary;

•        Jerash for Industrial Embroidery Company Limited (“Jerash Embroidery”), which is our indirect wholly-owned subsidiary through Jerash Garments;

•        Jiangmen Treasure Success Business Consultancy Co., Ltd. (“Jiangmen Treasure Success”), which is a wholly-owned subsidiary of Treasure Success (defined below)

•        Jiangmen V-Apparel Manufacturing Limited, which is a subsidiary of FGH;

•        Merlotte Enterprise Limited (“Merlotte”), which is wholly owned by Mr. Choi;

•        Multi-Glory Corporation Ltd. (“Multi-Glory”), which is wholly owned by Ng Tsze Lun, one of our significant stockholders;

•        Treasure Success International Limited (“Treasure Success”), which is our wholly-owned subsidiary; and

•        Yukwise Limited (“Yukwise”), which is wholly owned by Mr. Choi.

Transactions with Affiliates

On October 3, 2018, Treasure Success and FGIL entered into a lease agreement, pursuant to which Treasure Success leases its office space in Hong Kong from FGIL for a monthly rent in the amount of HKD119,540 (approximately $15,253) and for a one-year term with an option to extend the term for an additional year at the same rent. On October 3, 2019, Treasure Success exercised the option to extend the lease for an additional year at the same rent.

On August 31, 2019, Jiangmen Treasure Success and Jiangmen V-Apparel Manufacturing Limited entered into a lease agreement, which was a replacement of a previous lease agreement between Treasure Success and Jiangmen V-Apparel Manufacturing Limited dated August 15, 2019, pursuant to which Treasure Success leases its office space in Jiangmen, China from Jiangmen V-Apparel Manufacturing Limited for a monthly rent in the amount of CNY6,200 (approximately $891). The lease has a 10-year term with a clause to increase the rental amount by 5% annually between the third and fifth years of the lease term and the rental amount will be reviewed by and negotiated between both parties according to the market rental rate.

On July 15, 2019, the Company, through Treasure Success, entered into an agreement to purchase office space together with certain parking spaces from FGIL for an aggregate purchase price of HKD63,000,000 (approximately $8.1 million). Pursuant to the agreement, Treasure Success paid an initial deposit of HKD6,300,000 (approximately $0.8 million) upon signing the agreement. On October 31, 2019, this agreement was terminated pursuant to its terms because the conditions precedent to closing under the agreement were not met. As a result of the termination, on November 7, 2019, FGIL repaid in full, without interest, the deposit Treasure Success paid at the time the agreement was signed.

Our wholly-owned subsidiary, Treasure Success, entered into an invoice discounting/factoring facility for $12,000,000 with HSBC on August 21, 2017, as amended on June 14, 2018, which were previously secured by the personal guarantees of Mr. Choi, and Mr. Ng Tsze Lun, a significant stockholder of the Company. The interests of Mr. Choi and Mr. Ng may differ from other stockholders of the Company as a result of their personal guarantees. The personal guarantees of Mr. Choi and Mr. Ng were released as of August 12, 2019.

Agreements Relating to Contributions of Consultants

Eric Tang, who is the husband of our Vice President, Secretary and director, Ms. Yang, has provided us with consulting services since 2013 primarily in sales and marketing, including playing a critical role providing consulting services in connection with our transition from receiving purchase orders from FGIL to receiving purchase orders directly from VF Corporation, one of our major customers. On December 1, 2016, Mr. Tang entered into an employment agreement with our wholly-owned subsidiary, Treasure Success, to serve as our Administration Manager providing marketing advice. Mr. Tang is entitled to receive monthly compensation of HK$39,000 (approximately US$5,000). We do not consider Mr. Tang to be an executive officer of our company. Mr. Tang received aggregate compensation in the amount of HK$581,458 (approximately US$74,546) and HK$522,210 (approximately US$66,950) during fiscal 2020 and the fiscal year ended March 31, 2019 (“fiscal 2019”), respectively.

Effective January 12, 2018, Treasure Success, our wholly-owned subsidiary, entered into a consulting agreement with Yukwise Limited, pursuant to which Mr. Choi is compensated for his services as the Chief Executive Officer, President, and Treasurer of the Company. Treasure Success compensates Yukwise Limited for Mr. Choi’s time at a rate of $25,000 per month. During each of fiscal 2020 and fiscal 2019, we paid Yukwise Limited $300,000 for Mr. Choi’s services.

Effective January 16, 2018, Treasure Success, our wholly-owned subsidiary, entered into a consulting agreement with Multi-Glory, pursuant to which Ng Tsze Lun, a significant stockholder of the Company, provides consulting services to the Company as Head of Marketing. In exchange for such services, Treasure Success compensates Multi-Glory at a rate of $300,000 annually. During each of fiscal 2020 and fiscal 2019, we paid Multi-Glory $300,000 for Mr. Ng’s services.

Our Executive Officers

The table and biographies below identify our executive officers, the term they have served with us, and their business experience:

Choi Lin Hung, the Chairman of the Board, is the Chief Executive Officer, President, and Treasurer of the Company. His biographical information is set forth above under “Proposal No. 1 — Election of Directors.”

Gilbert K. Lee has served as our Chief Financial Officer since November 2019. From August 2015 to November 2019, Mr. Lee served as the Chief Financial Officer of Fuling Global Inc., a manufacturer of environmentally-friendly plastic and paper food service ware. From August 2011 through May 2015, Mr. Lee served Tanke Biosciences Corporation, a livestock nutrition products manufacturer, first as its U.S.-based Chief Financial Officer and then as its Vice President of Business Development. Mr. Lee received his Master of Business Administration degree from the University of Texas at Austin in 1994 and his Master’s degree in Professional Accounting and Bachelor’s degree in Marketing from the University of Texas at Arlington in 1987 and 1982, respectively.

Wei (“Kitty”) Yang, our Vice President and Secretary, is also a member of the Board. Her biographical information is set forth above under “Proposal No. 1 — Election of Directors.”

Equity Compensation Plan Information

On September 16, 2019, our stockholders voted to approve the Amended Plan, pursuant to which the Board may grant equity awards to certain members of management, key employees, and consultants of the Company. The Amended Plan currently authorizes up to 1,784,250 shares of common stock to be issued to employees, directors, or consultants of the Company. The Board may grant awards of stock options, restricted stock, restricted stock units, and other awards pursuant to the Amended Plan. Awards may be granted under the Amended Plan at any time and from time to time on or prior to July 19, 2029. The Amended Plan will be administered by the Board or a committee thereof, if so directed by the Board.

The following table reflects the shares available for issuance under our Amended Plan as of the end of the most recently completed fiscal year:

Security Ownership of Certain Beneficial Owners and Management

The following table provides information as of July 20, 2020, concerning beneficial ownership of our common stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our named executive officers and directors as a group, and (4) each person or entity we know to beneficially own more than five percent of our common stock. The percentages of shares owned shown in the table below are based on 11,325,000 shares of our common stock outstanding as of the record date. The address for our executive officers is 277 Fairfield Road, Suite 338, Fairfield, NJ 07004.

____________

*        indicates less than 1%

(1)      Applicable percentages are based on 11,325,000 shares of common stock outstanding as of the record date. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

(2)      As the sole member of Merlotte, Mr. Choi may be deemed to be the beneficial owner of the 4,305,875 shares held by Merlotte.

(3)      Includes presently exercisable options to purchase 336,038 shares.

(4)      Includes (i) 41,350 shares of common stock held by Ms. Yang; (ii) 200,000 shares of common stock held by Ms. Yang’s husband, Eric Tang; (iii) presently exercisable options issued to Ms. Yang to purchase 100,000 shares; and (iv) presently exercisable options issued to Eric Tang to purchase 20,000 shares.

(5)      Includes presently exercisable options to purchase 50,000 shares.

(6)      The information as to the beneficial ownership of shares of common stock is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2019 by Mr. Lee. Mr. Lee’s address is Flat A, 9/F, Block 3, Regency Park, 3 Wah King Road, Kwai Chung, Hong Kong. Mr. Lee reports sole voting and dispositive power with respect to his shares.

(7)      Includes (i) 988,594 shares of common stock held by Mr. Ng and (ii) presently exercisable options to purchase 336,037 shares. The information as to the beneficial ownership of shares of common stock is based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2019 by Mr. Ng. Mr. Ng’s address is 19/F, Ford Glory Plaza 37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong. Mr. Ng reports sole voting and dispositive power with respect to his shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers and those who beneficially own more than 10 percent of our common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. You can view these reports on the SEC’s website at www.sec.gov.

During the year ended March 31, 2020, all of our officers, directors, and greater than 10 percent beneficial owners timely complied with the filing requirements of Section 16(a) of the Exchange Act except for Mr. Saif, our director, who was late in filing his initial statement of beneficial ownership on Form 3.

Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

While stockholder ratification of the Company’s independent registered public accountants is not required by our Certificate of Incorporation, Bylaws, or otherwise, the Audit Committee and management believe that it is desirable and a matter of good corporate practice for stockholders to ratify the Company’s selection of the independent registered public accountants. Therefore, the Audit Committee is requesting that stockholders approve the proposal to ratify the appointment of Friedman as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2021.

The Audit Committee values the input of our stockholders. In the event that stockholders do not approve this proposal, the Audit Committee will consider that fact when it selects the independent registered public accountants for the following year. The Audit Committee may, in its discretion, replace Friedman as the independent registered public accounting firm at a later date without stockholder approval.

Friedman has acted as our independent registered public accountants since 2017. A representative of Friedman will be present at the Annual Meeting, either in person or by telephone, to respond to appropriate questions and will have an opportunity to make a statement if he or she desires to do so.

The Board recommends that you vote “for” ratifying the appointment of Friedman to serve as the Company’s independent registered public accounting firm for the year ending March 31, 2021.

Matters Relating to the Independent Registered Public Accounting Firm

Pre-Approval Policy

To date, Friedman has not performed any non-audit services for the Company. The Audit Committee intends to develop a pre-approval policy for all non-audit work performed by Friedman during fiscal 2021.

Fees

Aggregate fees billed to the Company for services rendered by Friedman for fiscal 2020 and 2019 were:

____________

(1)      “Audit fees” are fees for professional services for the audit of the Company’s consolidated financial statements included in our Annual Report on Form 10-K and the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the Sarbanes-Oxley Section 404 internal control audit or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

(2)      “Audit-related fees” are fees related to assurance and related services that are traditionally performed by an external auditor, including $27,000 for services provided in connection with our initial public offering in May 2018 in fiscal 2019. There were no “Audit-related fees” in fiscal 2020.

(3)      “Tax fees” are fees related to preparing the Company’s tax returns as well as fees for tax compliance, advice, and planning.

(4)      “All other fees” are fees billed for any services not included in the first three categories.

Audit Committee Report

Management is responsible for the Company’s accounting and financial reporting process. Our external auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with management and the external auditors. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the external auditors. The Audit Committee discussed with the external auditors the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

The Company’s external auditors also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the external auditor’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the external auditors that firm’s independence.

Based on the Audit Committee’s discussion with management and the external auditors and the Audit Committee’s review of the representation of management and the report of the external auditors to the Audit Committee, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2020, for filing with the SEC. The Audit Committee has also approved, subject to stockholder ratification, the appointment of Friedman as the Company’s external auditors for the year ending March 31, 2021.

Audit Committee
Bill Korn, Chair
Ibrahim H. Saif
Mak Chi Yan

Other Important Information

Stockholder Proposals for the 2021 Annual Meeting

Any stockholder who intends to present a proposal at our 2021 annual meeting of stockholders must deliver notice of the proposal to the Company at this address:

Gilbert K. Lee
Chief Financial Officer
Jerash Holdings (US), Inc.
277 Fairfield Road, Suite 338
Fairfield, NJ 07004

We must receive any stockholder proposals by the dates below for those proposals to be considered timely:

•        March 31, 2021, if the proposal is submitted for inclusion in our proxy materials for the 2021 annual meeting of stockholders pursuant to Exchange Act Rule 14a-8; or

•        No earlier than May 19, 2021 and no later than June 18, 2021, if the proposal is submitted according to the requirements in our Bylaws and outside the process of Exchange Act Rule 14a-8.

If the date of our 2021 annual meeting of stockholders has been changed by more than 30 days before or more than 60 days after the first anniversary of this Annual Meeting, you must submit your proposal not later than the close of business on (1) the 90th day prior to the 2021 annual meeting or (2) the 10th day following the day on which public disclosure of the 2021 annual meeting is first made. Stockholders may nominate candidates for the Board by the same deadlines as proposals for business to come before the 2021 annual meeting of stockholders. Each notice of business or nomination must set forth the information required by our Bylaws. Submitting a notice does not ensure that the proposal will be raised at our annual meeting.

Notice Regarding Delivery of Stockholder Documents

The SEC permits us to send a single set of annual disclosure documents to stockholders who share an address, unless you have instructed us otherwise. This “householding” process reduces the volume of duplicate information you receive and reduces our printing and mailing expenses. If you share an address with another stockholder and have received only one Notice, but you would prefer to continue receiving a separate Notice, you may request a separate Notice at no cost to you by writing to the Company at Jerash Holdings (US), Inc., 277 Fairfield Road, Suite 338, Fairfield, NJ 07004, or by calling (214) 906-0065. Alternatively, if you are currently receiving multiple Notices at the same address and wish to receive a single Notice in the future, you may contact us by calling or writing to us at the telephone number or address given above.

If you are a beneficial owner, your broker may deliver only one Notice to stockholders who have the same address unless the broker has received contrary instructions from one or more of the stockholders. If you wish to receive a separate Notice, now or in the future, you may contact us at the address or telephone number above and we will promptly deliver a separate Notice. Beneficial owners sharing an address who are currently receiving multiple Notices and wish to receive a single Notice in the future should contact their broker to request that only a single Notice be delivered to all stockholders at the shared address in the future.

Additional Information

Upon written request by any stockholder, we will furnish a copy of our Annual Report on Form 10-K for fiscal 2020, this Proxy Statement and other proxy materials without charge, except that copies of any exhibit will be furnished once the requesting stockholder has paid the Company’s reasonable expenses in furnishing the exhibit. Please direct any written requests to our principal executive offices at:

Jerash Holdings (US), Inc.
277 Fairfield Road, Suite 338
Fairfield, NJ 07004

Stockholders may also view our Annual Report on Form 10-K, this Proxy Statement and other proxy materials at www.proxyvote.com.

JERASH HOLDINGS (US), INC. 277 FAIRFIELD ROAD SUITE 338 FAIRFIELD, NEW JERSEY 07004 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on September 14, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on September 14, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D20792-P42787 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. JERASH HOLDINGS (US), INC. For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Choi Lin Hung 04) Bill Korn 02) Wei (“Kitty”) Yang 05) Mak Chi Yan 03) Ibrahim H. Saif The Board of Directors recommends you vote FOR proposal 2. For Against Abstain 2. To ratify the appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending March 31, 2021. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Please indicate if you plan to attend this meeting. Yes No Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D20793-P42787 JERASH HOLDINGS (US), INC. Annual Meeting of Stockholders September 16, 2020 8:30 PM (HKT) This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Choi Lin Hung and Mak Chi Yan, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of JERASH HOLDINGS (US), INC. that the Stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:30 PM HKT, on September 16, 2020, at Unit A, 19/F Ford Glory Plaza, 37-39 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side