UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
SCHEDULE 14A
___________________
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
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Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
Jerash Holdings (US), Inc.
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
☒ | No fee required. | |
☐ | Fee paid previously with preliminary materials. | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
Notice of 2023 Annual Meeting of
Stockholders and Proxy Statement
To our Stockholders:
Thank you for your support as a stockholder of Jerash Holdings (US), Inc. In fiscal 2023, we faced a challenging macroeconomic environment with high inflation and generally lower consumer confidence in our major markets in the U.S. and Europe. We managed to finish the year with annual sales of $138 million which was lower than fiscal 2022 by less than 4%. Our product and customer mix continued to evolve to adapt to the situation, and it impacted our margin from 19% in fiscal 2022 to 16% in fiscal 2023. Given the above, we continued to be profitable and reported a net income of $0.19 per share. In addition, we maintained our dividend payments of $0.20 per share to our stockholders over the year.
As we are growing our businesses with the new customers introduced in the past few years, including our first major European brand customer, we have also established a joint venture company with Busana Apparel Group, a prominent garment manufacturing group in Asia, to enhance our sales and marketing capability. The joint venture has been active in marketing with encouraging feedback from multiple branded customers. Furthermore, there are new initiatives through the joint venture in expanding our product categories which we aim to have realized in fiscal 2024. In July 2023, we entered into a memorandum of understanding with NTX Group, which is a technology provider of fabric dyeing facilities using much less water than traditional dyeing technologies. If the project crystallizes, it will bolster our competitiveness as a vertical set up with shorter lead time and lower logistics costs.
In fiscal 2023, we also completed the extension in our main factory building that allowed us to realign space allocation to optimize efficiency. Our new dormitory will be completed within fiscal 2024 with the addition of a kitchen and a canteen that provides more comprehensive and comfortable facilities for our workers.
Last but not least, we continue to be committed to be a socially responsible company by advancing our environmental, social, and governance goals. We have been reducing our carbon footprint by expanding solar panel installation to more production facilities and the new dormitory, setting up our sourcing team in Jordan to focus on developing new suppliers in the Middle East and Africa, and pursuing green projects like the proposed one with NTX Group. In addition, 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 initiatives with the United Nations, and local women through our collaboration with the Jordanian government.
For 2024, we anticipate business from new customers that we onboarded last year will grow while we continue to court other potential customers. We believe that the global trend of major brands migrating away from East Asia to duty-free countries, especially Jordan, will continue. Production for our joint venture business will start toward the latter part of fiscal 2024 and we are making final preparations as we speak. Despite the uncertainties stemming from global economic weakness, we are taking positive steps to diversify our customer base and product offerings. In addition, when our long-time customers, The North Face and New Balance, resume their growth, we are ready for it. We look forward to the year ahead and continuing to report our progress.
Best regards,
/s/ Choi Lin Hung | ||
Choi Lin Hung | ||
Chairman and Chief Executive Officer | ||
July 28, 2023 |
Notice of Annual Meeting of Stockholders
Jerash Holdings (US), Inc. (the “Company,” “we,” “our,” and “us”)
277 Fairfield Road, Suite 338
Fairfield, NJ 07004
Date: | Friday, September 15, 2023 | |
Time: | 8:30 A.M. ET | |
Location: | Unit A, 19/F Ford Glory Plaza | |
Record Date: | Wednesday, July 19, 2023 |
Items of Business
1. Elect five directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2024 annual meeting of stockholders; and
2. 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” the election of each of the director nominees included in Proposal No. 1.
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 2023 ANNUAL REPORT OF THE COMPANY ACCOMPANIES THIS NOTICE
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be held on September 15, 2023: 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 1, 2023 to receive the materials before the annual meeting.
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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
2023 Annual Meeting Date and Time | Friday, September 15, 2023 | |
Place | Unit A, 19/F Ford Glory Plaza | |
Record Date | Wednesday, July 19, 2023 | |
Voting | Stockholders of record as of the record date are entitled to vote in person or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. |
Voting Matters and Board Recommendations
Proposal | Voting Options | Vote Required for | Broker | Board | ||||
1. Elect Directors | “FOR” all nominees or “WITHHOLD” your vote for all or any of the nominees | Each nominee for director must receive a plurality of the votes cast | No | FOR ALL NOMINEES |
Recent Highlights and Achievements
We recently reported our financial results for the fiscal year ended March 31, 2023 (“fiscal 2023”) and other recent highlights, including:
• revenue of $138.1 million, a decrease of 4%, primarily due to a decrease in export sales to two of our major U.S. customers which was not sufficiently replaced by orders from new customers and increase in shipments to other existing customers;
• gross profit of $21.8 million, a decrease of 20%, primarily due to lower overall sales and increased proportion of sales to customers with lower gross margins;
• gross margin of 16 percent, which decreased by approximately 3% points from 19% in fiscal 2022, primarily due to a lower proportion of export orders to our two major customers in the U.S. that typically generated higher profit margin;
• net income of $2.4 million, representing a 69.4% decrease from approximately $7.9 million in fiscal 2022;
• comprehensive income attributable to our stockholders of $2.2 million, or $0.17 per share, vs. $8.1 million, or $0.68 per share, last year; and
• cash of $17.8 million and net working capital of $42.8 million at the end of fiscal 2023.
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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:
Annual Elections | Yes | Code of Ethics | Yes | |||
Board Independence | 60% | Board and Committee Annual Self-Evaluation | Yes | |||
Committee Independence | 100% | Executive Sessions of Independent Directors | Yes | |||
Committee Chair Independence | 100% | Anonymous Reporting | Yes | |||
Number of Financial Experts | One | Anti-Corruption Policy | Yes | |||
Board Gender Diversity | 20% Female | Board Geographic Diversity | 40% Asia-Pacific-based 40% Jordan-based |
Board Diversity Matrix (As of July 28, 2023)
Female | Male | |||
Total Number of Directors | 5 | |||
Part I: Gender Identity | ||||
Directors | 1 | 4 | ||
Part II: Demographic Background | ||||
Asian | 1 | 3 | ||
White | 0 | 1 | ||
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 6 of the Proxy Statement.
Name | Age | Director Since | Independent | Occupation | ||||
Choi Lin Hung | 61 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Wei (“Kitty”) Yang | 40 | 2017 | No | Vice President and Secretary of the Company | ||||
Ibrahim H. Saif | 58 | 2020 | Yes | Senior Advisor to Middle East Institute | ||||
Bill Korn | 66 | 2020 | Yes | Chief Strategy Officer of CareCloud, Inc. | ||||
Mak Chi Yan | 60 | 2018 | Yes | Consultant of Hamon Asian Advisors Limited |
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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. 2023 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 28, 2023. In this Proxy Statement, we may also refer to Jerash Holdings (US), Inc. and its subsidiaries as “Jerash,” the “Company,” “we,” “our,” or “us.”
Meeting Time and Applicable Dates | This Proxy Statement is furnished in connection with the solicitation by the Board of Jerash Holdings (US), Inc., a Delaware corporation, of the accompanying proxy to be voted at the Annual Meeting to be held on Friday, September 15, 2023, at 8:30 A.M. ET, and at any adjournment or postponement thereof. The close of business on Wednesday, July 19, 2023 has been fixed as the record date for the determination of the stockholders entitled to notice of and to vote at the meeting. | |
Attending the Annual Meeting | Jerash will host the Annual Meeting at Unit A, 19/F Ford Glory Plaza, 37-39 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong. The meeting will start at 8:30 A.M. ET on September 15, 2023. | |
For information on how to obtain directions to the meeting, please contact us at (201) 285-7973. | ||
Stockholders may vote and submit questions in accordance with the rules of conduct for the Annual Meeting while attending the Annual Meeting in person. | ||
Notice of Internet Availability of Proxy Materials | We have elected to use the “notice and access” rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), which allow us to provide stockholders access to our proxy materials over the Internet. Accordingly, we sent a Notice of Internet Availably of Proxy Materials (the “Notice”) to all of our stockholders as of the record date instead of a full printed set of proxy materials. The Notice includes instructions on how to access our proxy materials over the Internet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. | |
Our use of the “notice and access” rules and your choice to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. |
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Matters to be Voted Upon at the Annual Meeting | At the Annual Meeting, holders of record of our shares of common stock as of July 19, 2023 will consider and vote upon the following proposals: 1. To elect five directors to the Board to serve until their successors are duly elected and qualified at the 2024 annual meeting of stockholders; and 2. To consider any other business as may properly be brought before the Annual Meeting. | |
As of the date of this Proxy Statement, these are the only matters that the Board intends to present at the Annual Meeting. The Board does not know of any other business to be presented at the Annual Meeting. The Board recommends that you vote “FOR” each proposal. | ||
Voting Rights of Holders of Common Stock | Stockholders of record as of the record date are entitled to vote in person or by proxy at the Annual Meeting. On the record date, there were 12,294,840 shares of our common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. Our stockholders do not have cumulative voting rights. | |
Voting Instructions for Record Holders | If your shares are registered directly in your name with our transfer agent, then you are a stockholder of record with respect to those shares and you may vote by: • calling 1-800-690-6903; • visiting www.proxyvote.com; • completing and returning the enclosed proxy card; or • attending the Annual Meeting and voting in person. Whether or not you plan to attend the Annual Meeting, you should vote as soon as possible. If you plan to vote by phone or via the Internet, you must vote by 11:59 P.M. Eastern Time on Wednesday, September 13, 2023. | |
Voting Instructions for Beneficial Owners | If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and you must instruct the broker, bank, or other nominee (“broker”) to vote on your behalf. Please refer to the voting instruction card provided by your broker. |
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If you are a beneficial owner and wish to vote at the Annual Meeting, you must bring a letter from your broker to the Annual Meeting confirming: 1. your beneficial ownership of the shares, 2. that the broker is not voting the shares at the meeting, and 3. granting you a legal proxy to vote the shares in person or at the meeting. You will not be able to vote shares you hold in street name in person at the Annual Meeting unless you have a legal proxy from your broker issued in your name giving you the right to vote your shares. | ||
Broker Non-Votes | Broker non-votes occur when beneficial owners do not give voting instructions to their brokers and the brokers lack the discretionary authority to vote on the proposal. If you are a beneficial owner and do not give instructions to your broker, the broker will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the Nasdaq Capital Market (“Nasdaq”), brokers have the discretion to vote on routine matters such as ratifying the appointment of external auditors, but do not have discretion to vote on non-routine matters such as the election of directors and amending compensatory benefit plans. Broker non-votes, if any, will be counted for purposes of calculating whether a quorum is present at the meeting, but will not be counted for purposes of determining the number of votes cast with respect to a particular proposal. | |
Quorum | A quorum must be present in person or by proxy to hold the Annual Meeting and will exist if the holders of a majority of the outstanding shares of our common stock are present in person or by proxy at the Annual Meeting. We will include abstentions and broker non-votes to determine whether a quorum is present at the Annual Meeting. Our inspector of election for the meeting will determine whether a quorum is present and will tabulate votes cast by proxy or in person. If we do not have a quorum at the Annual Meeting, we expect to adjourn the meeting until we obtain a quorum. | |
Vote Required to Elect Directors | You may vote either for or withhold authority to vote for all or any of the five nominees named in this Proxy Statement. To be elected, each nominee for director must receive a plurality of the votes cast at the Annual Meeting. This means that five nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes that are withheld from any nominee are not counted as a vote “FOR” the director and will have no effect on the vote. Abstentions and broker non-votes are not deemed to be votes cast and will therefore not affect this proposal. |
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Revoking a Proxy | A stockholder who has given a proxy may revoke it at any time prior to its exercise by: • executing and delivering a later-dated proxy; or • providing written notice of the revocation to the Chief Financial Officer of the Company at the address above; or • attending the Annual Meeting and voting in person. Please note that attending the Annual Meeting alone (without voting in person) is not enough to revoke a proxy. If you have instructed a broker to vote your shares, you may submit a new, later-dated voting instruction form to your broker or contact your broker. | |
No Right of Appraisal | Neither Delaware law, nor our Certificate of Incorporation, or our amended and restated bylaws (the “Bylaws”) provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares. | |
Proxy Instructions | All shares of common stock represented by properly executed proxies returned and not revoked will be voted in accordance with instructions you give in the proxy. If you return a signed proxy but do not indicate voting instructions, your proxy will be voted as recommended by the Board, or “FOR” the following proposals: • electing the five director nominees named in the Proxy Statement; and • in the proxy holder’s best judgment as to any other matters properly brought before the Annual Meeting. | |
Participants in the Proxy Solicitation | This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board in connection with the Annual Meeting. The Company will bear the cost of soliciting proxies. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies personally, by telephone, or otherwise. We will not compensate our directors, officers, or employees for making proxy solicitations on our behalf. We will reimburse brokers for their expenses in forwarding proxies and proxy materials to the beneficial owners of shares held in street name. | |
Results of the Annual Meeting | We will report the voting results in a filing with the SEC on a Current Report on Form 8-K within four business days of the conclusion of the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results and will provide the final results in an amendment to the Form 8-K as soon as practicable after they become available. |
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Availability of Proxy Materials | Copies of this Proxy Statement, our annual report on Form 10-K for the year ended March 31, 2023 and a letter to our stockholders are available at www.proxyvote.com. These materials may also be obtained by writing to our Chief Financial Officer at the Company’s address below or by calling 1-800-579-1639 by September 1, 2023 to receive the materials before the Annual Meeting. | |
Multiple Copies of Notice | You may receive more than one set of the Notice if you hold your shares in more than one brokerage account or your shares are registered in more than one name. Please use each Notice you receive to vote your shares to ensure that all of your votes are counted at the Annual Meeting. For more information, see the section entitled “Notice Regarding Delivery of Stockholder Documents” below. | |
Contact for Questions | If you have any questions or need assistance in voting your shares, please contact us at the address and phone number below. Gilbert K. Lee |
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Proposal No. 1 — Election of Directors
Our Board consists of five directors, all of whom are nominated for re-election at the Annual Meeting to serve until the 2024 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:
Name | Age | Director | Independent | Occupation | ||||
Choi Lin Hung | 61 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Wei (“Kitty”) Yang | 40 | 2017 | No | Vice President and Secretary of the Company | ||||
Ibrahim H. Saif | 58 | 2020 | Yes | Senior Advisor to Middle East Institute | ||||
Bill Korn | 66 | 2020 | Yes | Chief Strategy Officer of CareCloud, Inc. | ||||
Mak Chi Yan | 60 | 2018 | Yes | Consultant of Hamon Asian Advisors Limited |
Choi Lin Hung Age: 61 | Principal Occupation: Chairman, Chief Executive Officer, President, and Treasurer of the Company | |
Director since: | Business Experience: | |
May 2017 | • Experience with the Company’s subsidiaries since 2012: • Director of Jerash Garments and Fashions Manufacturing Co., Ltd. (“Jerash Garments”) since 2012 • General Manager of Chinese Garments and Fashions Manufacturing Co., Ltd. and Jerash for Industrial Embroidery Co., Ltd. since 2015 • Director of Treasure Success International Limited (“Treasure Success”) since 2016 • Held various positions with Deutsche Bank and First Pacific Bank from 1987 to 1995 | |
Skills and Expertise: | ||
• Over 25 years of experience in the garment industry, including fabric manufacturing and trading • Critical institutional knowledge of Jerash and its subsidiaries • Financial and treasury expertise |
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Wei “Kitty” Yang Age: 40 | Principal Occupation: Vice President and Secretary of the Company | |
Director since: | Business Experience: | |
May 2017 | • Deputy General Manager of Jerash Garments since 2014 • Former Deputy Operations Officer for Martino Holding Limited, handling business operations with global clientele and suppliers from 2010 to 2014 • Former Partner at Eternity Travel Agency from 2008 to 2010 • Former Human Resources Chief at Jordan Dragon Garment Co. Ltd., a company listed in Taiwan, where she established and implemented human resources policies and processes for over 4,000 employees | |
Skills and Expertise: | ||
• Fluent in English, Arabic, and Chinese • Experience as a liaison with overseas customers and suppliers and in human resources management • Critical institutional knowledge of Jerash and its subsidiaries | ||
Ibrahim H. Saif Age: 58 | Principal Occupation: Senior Advisor to Middle East Institute | |
Director since: | Business Experience: | |
January 2020 | • Former Vice Chairman of Manaseer Group from September 2021 to June 2023. • Former Minister of Energy and Mineral Resources from March 2015 to June 2017, and the Minister of Planning and International Cooperation from March 2013 to March 2015 in the Jordanian government • Former Senior Scholar at the Carnegie Middle East Center, consultant to the World Bank, the International Monetary Fund, and other international organizations • Former Director of the Center for Strategic Studies at the University of Jordan and Secretary General of the Economic and Social Counsel in Jordan • Former Chief Executive Officer of Jordan Strategy Forum | |
Skills and Expertise: | ||
• In-depth understanding of economics, business development, and operations • Leadership skills as a senior officer |
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Bill Korn Age: 66 | Principal Occupation: Chief Strategy Officer of CareCloud, Inc. | |
Director since: | Business Experience: | |
June 2020 | • Chief Strategy Officer of CareCloud, Inc. since July 2023 • Chief Financial Officer of CareCloud, Inc. from July 2013 to June 2023 • Board member and Chairman of the Audit Committee of siParadigm Diagnostic Informatics since from April 2021 through February 2023 • Former Chief Financial Officer of SnapOne, Inc. from January 2013 to July 2013 • Former Chief Financial Officer of Antenna Software, Inc. from 2002 to 2012 • Former senior management of IBM during the 1990s | |
Skills and Expertise: | ||
• In-depth understanding of finance and accounting practices • Leadership skills as a senior officer | ||
Mak Chi Yan Age: 60 | Principal Occupation: Consultant of Hamon Asian Advisors Limited | |
Director since: | Business Experience: | |
May 2018 | • Former Executive Director of Genting Securities Limited from 2011 to January 2020 • Former Associate Director of Uob Kay Hian Hong Kong Limited from 2003 to 2011 • Former Vice President of Institutional Sales at Worldsec International Limited, an affiliate of the Bank of Tokyo-Mitsubishi, Ltd. from 2000 to 2002 • Former Head of International Sales for the Corporate & Institutional Business Group at HLG Securities SDN BHD from 1999 to 2000 | |
Skills and Expertise: | ||
• In-depth understanding of finance, business development, and operations • Leadership skills as a senior officer |
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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 our 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.
The Board held five meetings during fiscal 2023. 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 2023. All of the Company’s directors 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 reviews its charter and practices on an annual basis to determine whether its charter and practices are consistent with listing standards of Nasdaq.
Committee Composition
Director | Audit | Compensation | Nominating and | |||
Ibrahim H. Saif | X | C | X | |||
Bill Korn | C | X | X | |||
Mak Chi Yan | X | X | C |
____________
C = Committee chairperson; X = Committee member
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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 five meetings and several informal meetings over the phone in fiscal 2023.
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.
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 held one meeting in fiscal 2023.
Compensation Committee Interlocks and Insider Participation
During the last completed fiscal year, Ibrahim H. Saif, Bill Korn, and Mak Chi Yan served as members of the Compensation Committee. Each member of the Compensation Committee is an independent director as defined by the rules of the SEC and Nasdaq.
Compensation Committee Report
The Company is not required to provide the compensation discussion and analysis since it qualifies as a smaller reporting company.
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 2023.
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.
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
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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.
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.
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. 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 18, 2024 and no later than June 17, 2024 to be considered for our 2024 annual meeting of stockholders. See “Other Important Information — Stockholder Proposals for the 2024 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.
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.
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 2023 we paid our independent directors who served during that year compensation as follows:
Director Compensation Table | ||||||||||||||
Name | Fees | Stock | Option | Non-equity | Nonqualified | All other | Total | |||||||
Ibrahim H. Saif | 40,000 | — | — | — | — | 11,938 | 51,938 | |||||||
Mak Chi Yan | 40,000 | — | — | — | — | 11,938 | 51,938 | |||||||
Bill Korn | 40,000 | — | — | — | — | 11,938 | 51,938 | |||||||
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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.
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;
• Jiangmen Treasure Success Business Consultancy Co., Ltd. (“Jiangmen Treasure Success”), which is a wholly-owned subsidiary of Treasure Success;
• 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, which is our wholly-owned subsidiary;
• Victory Apparel (Jordan) Manufacturing Company Limited (“Victory Apparel”), which was controlled by Mr. Choi and Mr. Lee Kian Tjiauw;
• Yukwise Limited (“Yukwise”), which is wholly owned by Mr. Choi.
Transactions with Affiliates
On July 1, 2020, Jiangmen Treasure Success and Jiangmen V-Apparel Manufacturing Limited entered into a factory lease agreement, which was a replacement of a previous lease agreement between Treasure Success and Jiangmen V-Apparel Manufacturing Limited dated August 31, 2019, pursuant to which Treasure Success leased additional space for office and sample production purposes in Jiangmen, China from Jiangmen V-Apparel Manufacturing Limited for a monthly rent in the amount of CNY28,300 (approximately $4,100). The lease had one-year term and could be renewed with a one-month notice. On April 30, 2021, the factory lease agreement between Jiangmen Treasure Success and Jiangmen V-apparel Manufacturing Limited was terminated.
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Agreements Relating to Contributions of Consultants
On January 12, 2018, Treasure Success and Yukwise entered into a consulting agreement, pursuant to which Mr. Choi serves as Chief Executive Officer and provides high-level advisory and general management services for $300,000 per annum. The agreement renews automatically for one-month terms. This agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $300,000 for each of fiscal 2023 and the fiscal year ended March 31, 2022 (“fiscal 2022”).
On January 16, 2018, Treasure Success and Multi-Glory entered into a consulting agreement, pursuant to which Ng Tsze Lun, a significant stockholder of the Company, provides consulting services to the Company as Head of Marketing for $300,000 per annum. The agreement renews automatically for one-month terms. The agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $300,000 for each of fiscal 2023 and fiscal 2022.
Borrowings from a Related Party
As of March 31, 2023 and 2022, the Company had outstanding balances due to Victory Apparel of $nil and $300,166, respectively. These advances are non-interest bearing and due on demand. The outstanding balance as of March 31, 2022 was repaid in the first quarter of fiscal 2023.
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The table and biographies below identify our executive officers, the term they have served with us, and their business experience:
Name | Age | Office and Position | ||
Choi Lin Hung | 61 | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||
Gilbert K. Lee | 65 | Chief Financial Officer of the Company | ||
Wei (“Kitty”) Yang | 40 | Vice President and Secretary of the Company | ||
Ng Tsze Lun | 68 | Head of Marketing |
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.”
Ng Tsze Lun has served as our Head of Marketing and the head of marketing of Jerash Garments and Treasure Success since January 1, 2018 and the Head of Business Development of Treasure Success since April 1, 2022. Between December 2000 and January 2022, Mr. Ng served as head of sales and marketing of FGIL. Mr. Ng has also served as a director of Treasure Success since August 2016. Mr. Ng graduated from Mansfield College in 1974.
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The following table sets forth the compensation paid by us during fiscal 2023 and fiscal 2022 for services performed on our behalf with respect to the persons who served as our named executive officers as of March 31, 2023 and for fiscal 2023. Our named executive officers are Mr. Choi, Mr. Lee, Ms. Yang, and Mr. Ng. Mr. Choi serves as our Chairman, Chief Executive Officer, President, and Treasurer; Mr. Lee serves as our Chief Financial Officer; Ms. Yang serves as our Vice President and Secretary; and Mr. Ng serves as our Head of Marketing.
Summary Compensation Table
Name and Principal Position | Year | Salary | Bonus | Option | All Other | Total | ||||||
Choi Lin Hung | 2023 | 490,367 | — | — | 596,875 | 1,087,242 | ||||||
Chief Executive Officer, President and Treasurer | 2022 | 300,000 | — | — | 398,157 | 698,157 | ||||||
Gilbert K. Lee | 2023 | 127,308 | — | — | 28,650 | 155,958 | ||||||
Chief Financial Officer | 2022 | 144,200 | — | — | 21,206 | 165,406 | ||||||
Wei (“Kitty”) Yang | 2023 | 89,701 | — | — | 109,825 | 199,526 | ||||||
Vice President and Secretary | 2022 | 77,854 | — | — | 74,378 | 152,232 | ||||||
Ng Tsze Lun | 2023 | 490,367 | — | — | 596,875 | 1,087,242 | ||||||
Head of Marketing | 2022 | 300,000 | — | — | 398,157 | 698,157 |
____________
(1) For a summary of all assumptions made in the valuation of the option awards described above, see “Note 10 — Stock-Based Compensation” to our Consolidated Financial Statements filed in our Annual Report on Form 10-K for fiscal 2023, filed with the SEC on June 28, 2023.
Agreements with Named Executive Officers
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 principal executive officer of the Company. Treasure Success compensates Yukwise Limited for Mr. Choi’s time at a rate of $25,000 per month.
On April 22, 2022, Treasure Success entered into a letter of employment with Mr. Choi. Pursuant to the letter of employment, Mr. Choi would serve as the Treasurer of Treasure Success, effective from April 1, 2022 and until terminated pursuant to the terms of the letter, and be compensated at a rate of HK$117,000 (approximately $14,926) per month and receive an end-of-year bonus equal to one-month basic salary. Either party to the letter of employment may terminate the employment by giving the other party a one-month prior written notice or by payment of one-month salary in lieu of notice. The letter of employment contains customary confidentiality and non-solicitation provisions.
On April 22, 2022, Treasure Success entered into a letter of employment with Mr. Ng. Pursuant to the letter of employment, Mr. Ng would serve as the Head of Business Development of Treasure Success, effective from April 1, 2022 and until terminated pursuant to the terms of the letter, and be compensated at a rate of HK$117,000 (approximately $14,926) per month and receive an end-of-year bonus equal to one-month basic salary. Either party to the letter of employment may terminate the employment by giving the other party a one-month prior written notice or by payment of one-month salary in lieu of notice. The letter of employment contains customary confidentiality and non-solicitation provisions.
Effective November 27, 2019, we entered into an employment agreement with Mr. Lee, pursuant to which he serves as our Chief Financial Officer at a rate of $10,000 per month. This agreement has a 12-month term and automatically renews unless it is earlier terminated by us or Mr. Lee. At any time after the initial 12-month term, Mr. Lee may terminate this agreement upon 30 days’ prior written notice to us. We may terminate this agreement without prior notice for just cause or, if the termination is without cause, upon 30 days’ written notice. Pursuant to the employment agreement, on November 27, 2019, Mr. Lee was granted an option to purchase 50,000 shares of
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the Company’s common stock, par value $0.001 per share, under the Company’s Amended and Restated 2018 Stock Incentive Plan (the “Amended Plan”). This option is exercisable at a per share exercise price of $6.50 and fully vested on the six-month anniversary of the date of grant. The option may be exercised at any time until November 27, 2029.
On May 1, 2023, Ms. Yang entered into an employment agreement with our subsidiary, Jerash Garments, with respect to her services as Deputy General Manager. Pursuant to the agreement, Ms. Yang is employed by Jerash Garments as Deputy General Manager of our facilities in Jordan for a period of three years. Pursuant to the employment agreement, Ms. Yang is paid JOD3,500 per month and is also provided accommodations, transportation, and three daily meals. She is eligible for a performance bonus based on her individual performance and the performance of Jerash Garments at the discretion of Jerash Garments. We have not entered into an employment agreement with Ms. Yang to serve as our Vice President or our Secretary.
Equity Awards to Named Executive Officers
On June 24, 2021, the Compensation Committee approved the grant of 200,000 Restricted Stock Units (“RSUs”) under the Amended Plan to 32 executive officers and employees of the Company, with a one-year vesting period, including 62,900 RSUs to Mr. Choi, 3,350 RSUs to Mr. Lee, 11,750 RSUs to Ms. Yang, and 62,900 RSUs to Mr. Ng. The fair value of these RSUs on June 24, 2021 was $1,266,000, based on the market price of the Company’s common stock as of the date of the grant. All RSUs were vested and 200,000 shares of common stock issued on June 30, 2022.
On February 9, 2023, the Board of Directors approved the grant of 405,800 RSUs under the Amended Plan to 37 executive officers and employees of the Company, with a two-year vesting period. The fair value of these RSUs on February 15, 2023 was $1,937,695, based on the market price of the Company’s common stock as of the date of the grant. As of March 31, 2023, 700 RSU were forfeited and 405,100 RSUs remained.
Outstanding Equity Awards at Fiscal Year-End
Name | Option Awards | Stock Awards | ||||||||||||||||
Number of | Number of | Equity | Option | Option | Number | Market | Equity | Equity | ||||||||||
Choi Lin Hung | 336,038 | — | — | 7.00 | 4/9/2023 | — | — | 125,000 | 587,500 | |||||||||
Wei (“Kitty”) Yang | 100,000 | — | — | 7.00 | 4/9/2023 | — | — | 23,000 | 108,100 | |||||||||
Gilbert K. Lee | 50,000 | — | — | 6.50 | 11/27/2029 | — | — | 6,000 | 28,200 | |||||||||
Ng Tsze Lun | 336,037 | — | — | 7.00 | 4/9/2023 | — | — | 125,000 | 587,500 | |||||||||
Except as disclosed herein, we did not otherwise award or pay, and our named executive officers and directors did not otherwise earn, any compensation in fiscal 2023 and fiscal 2022.
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.
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The following table reflects the shares available for issuance under our Amended Plan as of the end of the most recently completed fiscal year:
Plan category | Number of | Weighted- | Number of | ||||
Equity compensation plans approved by security holders | 150,000 | $ | 6.25 | 1,029,150 | |||
Equity compensation plans not approved by security holders | — |
| — | — | |||
Total | 150,000 | $ | 6.25 | 1,029,150 | |||
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Security Ownership of Certain Beneficial Owners and Management
The following table provides information as of July 19, 2023, concerning beneficial ownership of our shares of 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 shares of common stock. The percentages of shares owned shown in the table below are based on 12,294,840 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.
Name | Number of Shares(1) | Percentage(1) | ||||
Named Executive Officers and Directors: |
|
| ||||
Choi Lin Hung | 3,758,775 | (2) | 30.6 | % | ||
Kitty Yang | 259,850 | (3) | 2.1 | % | ||
Gilbert K. Lee | 53,350 | (4) | * |
| ||
Ng Tsze Lun | 1,051,494 |
| 8.6 | % | ||
Ibrahim H. Saif | — |
| — |
| ||
Bill Korn | — |
| — |
| ||
Mak Chi Yan | — |
| — |
| ||
All directors and executive officers as a group (seven persons) | 5,123,469 |
| 41.7 | % | ||
|
| |||||
5% Stockholders: |
|
| ||||
Merlotte Enterprise Limited(5) | 3,695,875 |
| 30.1 | % | ||
Chiu Ka Lun | 1,180,000 |
| 9.6 | % | ||
____________
* indicates less than 1%
(1) Applicable percentages are based on 12,294,840 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) Includes (i) 62,900 shares of common stock directly held by Mr. Choi and (ii) 3,695,875 shares of common stock held indirectly by Mr. Choi through Merlotte.
(3) Includes (i) 53,100 shares of common stock directly held by Ms. Yang and (ii) 206,750 shares of common stock held by Ms. Yang’s husband, Eric Tang.
(4) Includes (1) 3,350 shares of common stock directly held by Mr. Lee and (ii) presently exercisable options issued to Mr. Lee to purchase 50,000 shares.
(5) Mr. Choi as the sole member.
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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% 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 fiscal year ended March 31, 2023, all of our officers, directors, and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) of the Exchange Act, except for Choi Lin Hung, Gilbert K. Lee, Wei Yang, and Ng Tsze Lun, who were late in filing their statements of changes in beneficial ownership on Form 4.
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Matters Relating to the Independent Registered Public Accounting Firm
No accountant has been selected or recommended to our stockholders for election, approval, or ratification for the fiscal year ending March 31, 2024, as our management and the Audit Committee continue their evaluation. As a result, we do not expect representatives of Marcum LLP (“Marcum”), or any other independent accounting firm, to be present at the annual meeting, unless the Audit Committee determines to retain Marcum, or another independent accounting firm, for the fiscal year ending March 31, 2024 prior to the Annual Meeting.
To date, Marcum 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 Marcum during fiscal 2024.
Aggregate fees billed to the Company for services rendered by Marcum for fiscal 2023 and fiscal 2022 were:
2023 | 2022 | |||||
Audit Fees(1) | $ | 357,197 | $ | 320,564 | ||
Audit-Related Fees(2) |
| — |
| — | ||
Tax Fees(3) |
| — |
| — | ||
All Other Fees(4) |
| — |
| — | ||
Total Fees | $ | 357,197 | $ | 320,564 | ||
____________
(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.
(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.
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 (the “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 about the 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, 2023, for filing with the SEC.
Audit Committee
Bill Korn, Chair
Ibrahim H. Saif
Mak Chi Yan
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Stockholder Proposals for the 2024 Annual Meeting
Any stockholder who intends to present a proposal at our 2024 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, 2024, if the proposal is submitted for inclusion in our proxy materials for the 2024 annual meeting of stockholders pursuant to Exchange Act Rule 14a-8; or
• No earlier than May 18, 2024 and no later than June 17, 2024, 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 2024 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 2024 annual meeting or (2) the 10th day following the day on which public disclosure of the 2024 annual meeting is first made. Stockholders may nominate candidates for the Board by the same deadlines as proposals for business to come before the 2024 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 (201) 285-7973. 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.
Upon written request by any stockholder, we will furnish a copy of our Annual Report on Form 10-K for fiscal 2023, 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.
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SCAN TO VIEW MATERIALS & VOTE JERASH HOLDINGS (US), INC. 277 FAIRFIELD ROAD SUITE 338 FAIRFIELD, NEW JERSEY 07004 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on September 13, 2023. 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 13, 2023. 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. V20934-P97524 For All Withhold All For All Except 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. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Choi Lin Hung 02) Wei (“Kitty”) Yang 03) Ibrahim H. Saif 04) Bill Korn 05) Mak Chi Yan NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Yes No Please indicate if you plan to attend this meeting. 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.
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. V20935-P97524 JERASH HOLDINGS (US), INC. Annual Meeting of Stockholders September 15, 2023 8:30 AM (ET) 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 AM (ET), on September 15, 2023, 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