Certain Relationships and 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 bylawsBylaws provide that a transaction will not be void or voidable because it is a related party transaction if:

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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;

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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

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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:

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

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

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Global Trend Investments Limited (“Global Trend”), which merged into us on May 11, 2017 and which was the former parent company of Jerash Garments;

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

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

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

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

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Value Plus (Macao Commercial Offshore) Limited (“Value Plus”), which is 49% owned by Mr. Choi through Merlotte; and

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, 2018,2019, there is no outstanding balance with respect to this overpaid dividend.

Until August 2016, substantially all of our sales were to Ford Glory, which Ford Glory then sold to the end customers. Ford Glory is 49% owned by Mr. Choi Lin Hung, our Chairman, Chief Executive Officer, President, Treasurer and a significant stockholder, through his wholly-owned entity, Merlotte. Thereafter, we began conducting business directly with our customers and no longer through our affiliate, Ford Glory. Following August 1, 2016, there was a transition period for orders placed directly with Ford Glory. For fiscal 2017 and fiscal 2018, $23,350,919 and $0, respectively, of our net sales were made to Ford Glory. For fiscal 2018, $43,997,617, or approximately 63.5%, of our net sales for fiscal 2018, were made directly to our customers with the support of Ford Glory.

Pursuant to an agreement dated October 3, 2016 and Ford Glory. For fiscaluntil October 3, 2018, we did not purchase any of our raw materials from related party suppliers. We had accounts receivable from Ford Glory of  $2,343,892 and $50,027 as of March 31, 2018 and 2017, respectively.

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, that is guaranteed by us, Jerash Garments, Treasure Success, Mr. Choi and Mr. Ng. TheirThe 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 be released during calendar year 2019.

Timothy Murphy, our president, treasurer, secretary and director until May 2017, is the chief financial officer of Maxim Group LLC (“Maxim”). We engaged Maxim as the placement agent for a private placement of our securities in 2017 (the “Private Placement”). Pursuant to the terms of an engagement letter between Maxim and us, Maxim received commissions on the proceeds raised in the Private Placement in the aggregate amount of   $355,500 and warrants (the “Maxim Warrants”). Pursuant to the terms of the engagement letter, Maxim was entitled to, and did elect to, have the Maxim Warrants issued into the names of its affiliates. In connection with the Private Placement, we issued Maxim Warrants to purchase 71,100 units, with each unit consisting of one share of our common stock and one warrant (with each such warrant being immediately exercisable for 1∕10thone-tenth of one share of Common Stockcommon stock at an exercise price of   $6.25 per share for a period of five years from the issuance date), at an exercise price of   $5.50 per unit. In addition to its service as our placement agent, Maxim also provided merger advisory services to us in connection with the merger in which Jerash Garments became our wholly-owned subsidiary, for which we paid Maxim aggregate fees of $100,000.

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

Executive Compensation

The following table sets forth the compensation paid by us during the fiscal years ended March 31,2019 and fiscal 2018 and 2017 for services performed on our behalf with respect to the persons who served as our named executive officers as of March 31, 20182019 and for fiscal 2018.2019. Our named executive officers are Mr. Choi, Mr. Shaw, Ms. Yang, and Mr. Murphy.Brenza. Mr. Choi serves as our Chairman, Chief Executive Officer, President and Treasurer, Mr. Shaw serves as our Chief Financial Officer and Ms. Yang serves as our Vice President, Secretary and director. Prior to May 2017, Timothy G. Murphy servedas a director, and Mr. Brenza serves as our President, Treasurer, Secretary and sole director.Head of US Operations.

Summary Compensation Table

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.

In January 2017, 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. She receives JOD3,900 per month for the term of the agreement 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.

WeEffective August 3, 2018, we entered into a consultingan employment agreement effective May 26, 2017 with LogiCoreMr. Brenza pursuant to which Richard J. Shawhe serves as the Company’s Chief Financial Officer. The Company compensates LogiCore for Mr. Shaw’s timeour Head of US Operations at a rate of  $5,000$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 notice 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.

Security Ownership of Certain Beneficial Owners and Management

The following table provides information as of July 20, 2018,19, 2019, 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 147 W. 35th260 East Main Street, Room #1603, New York, New York 10001.Suite 2706, Rochester, NY 14604.

You are being asked to stockholder approval, anapprove the amendment toand restatement of our Certificate of IncorporationStock Incentive Plan (the “Plan”) to increase the number of authorized shares of capital stock from 15.5 million to 30.5 million and to increase the number of authorized shares of common stock from 15 million to 30 million, along with a resolution approving, subject to stockholder approval, the restatement of our Certificate of Incorporation, as amended. The proposed amendment to increase the number of authorized shares would amend Article Four of the Certificate of Incorporation and restate it in its entirety as follows:

Approval of the Corporation may determine from time to time.

IfThe Plan currently provides that the maximum number of shares available for grant to participants pursuant to awards under the Plan is 1,484,250 shares. The amendment and restatement of the Plan, if approved by our stockholders, thiswould:

The amendment and restatement will become effective upon the filing our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. We intendPlan does not provide for determinable benefits or amounts to file the Amended and Restated Certificate of Incorporation promptly following the Annual Meeting, provided this proposal is approvedbe received by our stockholders. Although we donamed executive officers, executive officers, directors, or employees.

The following summary of the material terms of the Plan does not anticipate doing so,purport to be complete and is qualified in its entirety by the terms of the Plan, a copy of which is attached to this Proxy Statement as Appendix A.

The Plan is administered by the Compensation Committee, provided that the Board in its sole discretion, reservesalso has the right to abandonadminister the proposed amendmentPlan in its discretion. The Compensation Committee may delegate some or all of its authority under the Plan to the Board, the Chief Executive Officer, or other executive officer of the Company as the Compensation Committee deems appropriate, subject to applicable law.

Types of Awards and restatement without further action byEligibility for Participation

The Board may grant awards of stock options, restricted stock, restricted stock units and other awards pursuant to the Plan to our stockholders.employees, directors and consultants.

Proposal No. 3 — 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, bylawsBylaws 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, 2019.2020.

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.

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 2019.2020.

Fees

Aggregate fees billed to the Company for services rendered by Friedman for fiscal 2019 and 2018 and 2017 were:

Other Important Information

Any stockholder who intends to present a proposal at our 20192020 annual meeting of stockholders must deliver notice of the proposal to the Company at this address:

Jerash Holdings (US), Inc.
147 W. 35th260 East Main Street, Room #1603Suite 2706
New York,Rochester, NY 1000114604

We must receive any stockholder proposals for inclusion in the proxy materials for the 2019 annual meeting of stockholders by the dates below for those proposals to be considered timely:

If the date of our 20192020 annual meeting of stockholders has been changed by more than 30 days frombefore or more than 60 days after the datefirst anniversary of this Annual Meeting, you must submit your proposal a reasonable time before we beginnot later than the close of business on (1) the 90th day prior to distribute the proxy materials2020 annual meeting or (2) the 10th day following the day on which public disclosure of the 2020 annual meeting is first made. Stockholders may nominate candidates for the 2019Board by the same deadlines as proposals for business to come before the 2020 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.

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., 147 W. 35th260 East Main Street, Room #1603, New York, New York 10001Suite 2706, Rochester, NY 14604, or by calling (212) 575-9085. 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 2018,2019, 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.
147 W. 35th260 East Main Street, Room #1603Suite 2706
New York,Rochester, NY 1000114604

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

Appendix A

The Jerash Holdings (US), Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify as follows:

“Code” means the Internal Revenue Code of 1986, as amended, and noticed on July 6, 2018, setting forthany reference in the Restated Certificate, declaring said amendmentPlan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and restatementany amendments or successor provisions to such section, regulations or guidance.

“Common Stock” means the Company’s common stock, par value $0.001 per share, or any other security into which the common stock shall be advisable and recommended for approvalchanged pursuant to the adjustment provisions of Section 12.

“Consultant” means any natural person who is engaged by the stockholdersCompany or any Subsidiary to render consulting or advisory services.

Fourth:“Employee” The Restated Certificate has been duly approved and adopted by the stockholdersmeans an officer or other employee of the Corporation in accordance with Sections 242 and 245Company or a Subsidiary, including a member of the DGCL.Board who is an employee of the Company or a Subsidiary.

Fifth“Exchange Act”:   The Certificate means the Securities Exchange Act of Incorporation is hereby1934, as amended, and restatedany reference in the Plan to read in its entirety as follows:any section of  (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

“Restricted Stock” means an Award of shares of Common Stock granted under Section 8, the rights of ownership of which may be subject to restrictions prescribed by the Committee.

(a) The Plan shall be entitledadministered by the Compensation Committee of the Board (the “Committee”), which shall consist of two or more members of the Board, each of whom (i) is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) meets the independence requirements established the Nasdaq Stock Market rules and any other regulations applicable to cast one votecompensation committee members as in effect from time to time; provided, however, the Board shall have the right to exercise, in whole or in part, the authority of the Committee hereunder with respect to certain persons or classes of persons as Participants, in which case as to those persons and as to such authority taken or retained by the Board, references to the Committee herein shall refer to the Board.

(b) Subject to applicable law, the Committee may delegate some or all of its power and authority hereunder to the Board or to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority with regard to the selection for each share held at all stockholders’ meetings for all purposes, includingparticipation in the electionPlan of directors. The Common Stock does not have cumulative voting rights.

(a) Except for purchasethe terms and conditions explicitly set forth in the Plan, the Committee shall have full power and exclusive authority and discretion, subject to such orders or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now or hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

To3.3 Limitation of Liability.   No member of the maximum extent permittedBoard or Committee, and no officer or employee acting on behalf of the Board or Committee, will be personally liable for any act or omission in the Plan’s administration, other than an act or omission due to that person’s gross negligence or intentional misconduct. No member of the Board or Committee will be personally liable for any act or omission of any other member of the Board or Committee. Each member of the Board or Committee, and each officer and employee acting on behalf of the Board or Committee, may rely upon information or advice provided by the Company’s officers, accountants, actuaries, compensation consultants, and counsel. No member of the Board or a Committee, and no officer or employee acting on behalf of the Board or a Committee, will be personally liable for any act or omission taken in good faith reliance on the information or advice.

4.1 Available Shares.   Subject to adjustment from time to time as provided in Section 12, the maximum aggregate number of shares of Common Stock available for issuance under the lawPlan shall be 1,784,250 shares. If an Award entitles the holder thereof to receive or purchase shares of Common Stock, the number of shares covered by such Award or to which such Award relates shall be counted against the maximum aggregate number of shares of Common Stock available for issuance under the Plan on the Grant Date of such Award. If any shares of Common Stock subject to an Award are forfeited, expire or otherwise terminate without issuance of such shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Stateshares of Delaware,Common Stock subject to such Award, such shares of Common Stock shall, to the Corporation renounces any interestextent of such forfeiture, expiration, termination, cash settlement or expectancynon-issuance, again be available for issuance under the Plan; provided, however, shares of Common Stock subject to an Award under the Plan shall not again be made available for issuance under the Plan if such shares are surrendered to or withheld by the Company either (a) in payment of the Corporation in,Exercise Price of an Option, or in being offered an opportunity(b) to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are also employees of the Corporation. No amendment or repeal of this Article Twelve shall apply to or havesatisfy any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director or stockholder becomes aware prior to such amendment or repeal.