To our Stockholders:

Thank you for your support as a stockholder inof Jerash Holdings (US), Inc. We are excited to report strong financial results for fiscal 2019, our first full year as a publicly traded company,2020, including record sales of $85 $93million, $0.45$0.57 per share in GAAP net income and $9.8 $6.9million in cash flow from operations. We ended the year with cash and cash equivalents of $27.8 $26.9million. We also declared our firstcontinued to declare dividends, with a target of returningpaying out $0.20 per share per yearin dividends to our stockholders going forward.

Our fiscal 2020 performance was slightly impacted by the ongoing COVID-19 pandemic and the national shutdown in revenuelate 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 profitability in the years ahead. For example, we initiated sample ordersEurope. We are relentlessly communicating with multiple prospectiveboth existing and new customers even as existingto 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 continue to ask for increased capacity. We significantly expanded warm weather production, growing revenue by 63% in our fiscal second half as we seek to maximize output year-round. To meet this rising demand from our customers, we acquired additional factory assets in Jordan that commenced production in April of this year. We also advanced construction of a satellite facility in partnership with the government of Jordan, expected to begin production late in calendar year 2019.and expanding product types, like non-medical facial masks and personal protection equipment level gears including surgical masks and isolation gowns. We believe these facilitiessuch actions, in addition to our strong cashflow position, will propel our annual capacityposition Jerash well to more than 8 million pieces bycapture additional market shares when the end of calendar year 2019, with additional upside from subsequent efficiency gains and investment in line expansion.

Finally, I want to highlight that we are achieving these successesthe 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,

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.

We recently reported our financial results for the fiscal year ended March 31, 20192020 (“fiscal 2019”2020”) and other recent highlights, including:

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:

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 65 of the Proxy Statement.

Committee Composition

The Audit Committee of the Board (the “Audit Committee”) is composed of three independent directors: Sean Socha,Bill Korn, who is the chairperson, Gary HaseleyIbrahim 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 Sean SochaBill 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 fivefour meetings and several informal meetings over the phone in fiscal 2019.

Compensation Committee

The Compensation Committee of the Board (the “Compensation Committee”) is composed of three independent directors: Gary Haseley,Ibrahim H. Saif, who is the chairperson, Sean SochaBill 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 held twodid not hold any meetings in fiscal 2019.

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, Gary HaseleyIbrahim H. Saif, and Sean Socha.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 2019.

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.

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:

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

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

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

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On November 29, 2016, the Board of Directors of Jerash Garments declared and approved a cash dividend of    $6,000,000 to its parent company, Global Trend. On November 30, 2016, the Board of Directors of Global Trend declared and approved a cash dividend of   $5,307,500 to its stockholders. Jerash Garments paid the dividend of $6,000,000 directly to Global Trend’s stockholders on December 14, 2016. The overpaid amount was treated as due from stockholders and was fully collected from stockholders on May 8, 2017. The amount due from stockholders was interest-free. As of March 31, 2019, there is no outstanding balance with respect to this overpaid dividend.

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-ownedwholly-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, that is guaranteedwhich were previously secured by us, Jerash Garments, Treasure Success,the personal guarantees of Mr. Choi, and Mr. Ng.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 are expected to bewere released during calendar yearas 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 Ford GloryFGIL 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-ownedwholly-owned subsidiary,

The following table sets forth the compensation paid by us during fiscal 20192020 and fiscal 20182019 for services performed on our behalf with respect to the persons who served as our named executive officers as of March 31, 20192020 and for fiscal 2019.2020. Our named executive officers are Mr. Choi, Mr. Lee, Ms. Yang, Mr. Richard Shaw, and Mr. Karl Brenza. 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, Secretary, and as a director, Mr. Shaw served as our Chief Financial Officer until October 2019, and Mr. Brenza servesserved as our Head of US Operations.

Summary Compensation Table

Agreements with Named Executive Officers

Effective January 12, 2018, Treasure Success, our wholly-ownedwholly-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.

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 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.

In January 2017,2020, 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

Effective August 3, 2018, we entered into an employment agreement with Mr. Shaw pursuant to which he served as our Chief Financial Officer at a rate of $10,000 per month. Mr. Shaw ceased to be our Chief Financial Officer in October 2019.

Effective August 3, 2018, we entered into an employment agreement with Mr. Brenza pursuant to which he servesserved as our Head of US Operations at a rate of $10,000 per month. This agreement has a twelve-month term and automatically renews for subsequent one-month terms thereafter, unless terminated by us or Mr. Brenza. At any time after the initial twelve-month term, Mr. Brenza may make such termination upon thirty days’ prior written noticeceased to us. We may terminate this agreement without prior notice for just cause or, if the termination is without cause, upon thirty days’ written notice.

Equity Awards to Named Executive Officers

On April 9, 2018, Mr. Choi and Ms. Yang were granted options to purchase 336,038 and 100,000 shares of our common stock, respectively, at an exercise price of $7.00 per share. The stock options vested immediately and are exercisable until April 9, 2023.

The following table provides information as of July 19, 2019,20, 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 260 East Main Street,277 Fairfield Road, Suite 2706, Rochester, NY 14604.