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. )
Filed by the Registrant | ☒ | |
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 below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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To our stockholders:
Thank you for beingyour support as a stockholder inof Jerash Holdings (US), Inc. In fiscal 2022, we emerged strongly with the gradual economic recovery in our major markets in the U.S. and Europe. We are excitedhappy to holdreport that we finished the year with an annual sales increase of 59% from $90 million of the prior year to $143 million this year. We maintained profitability and achieved net income of $0.67 per share with an increase of 81% from $0.37 last year. We ended the year with cash and cash equivalents of $26.6 million. We also continued to declare dividends, paying out $0.20 per share in dividends to our stockholders over the year.
Our fiscal 2022 performance reflected high demand for our production capacities from potential new customers and increased orders from existing customers. We are glad to report that we have received orders from three new prominent brands, including one that is based in Europe, our first annual meeting asEurope-based premium brand customer. In order to sustain our growth, we have been aggressively seeking to expand our production capacities. With the purchase of a publicly traded company,piece of land in 2019 that is adjacent to our main factories, we are well-positioned and even more excitedwell-prepared to increase our production capacities by at least 50% to continue our growth trajectory.
We signed an agreement to acquire an existing garment manufacturing facility in June 2021. The acquisition was completed in October 2021 and it added approximately 500 headcounts to our workforce. The number of workers in the new factory had increased to over 650 by June 2022. We have also been adding capacity in-house by building an extension to a factory building that we own, and also rearranging production layout in our other factories to accommodate additional production lines, which measures are expected to increase our capacity by about 25% when completed in early 2023.
In April 2021, we began the construction of a much-needed dormitory building to house our over 3,000 workers. Not only would we save rent expenses while providing a safe and high-quality living environment for the path ahead.
Finally, I want to highlight that we are achieving the above while remaining a socially responsible company. We believe in paying a living wage to our valued employees, creating a safe and rewarding work environment with opportunities for advancement, and providing access to employment for displaced or disadvantaged workers, including Syrian refugees through our initiatives with the United Nations, and local women through our collaboration with the Jordanian government. We are in the world. In additionprocess of hiring 100 additional workers from the Syrian refugee camps for our Amman facilities, as well as expanding the operations at our Al-Hasa factory to our multi-year historyfurther increase the number of double-digit organic growth, Jerash is also seeking strategic opportunitiesemployees to enhance our business scale, all with a focus on creating value for you, our stockholders.
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, 2022 |
Jerash Holdings (US), Inc.147 W. 35th Street, Room #1603277 Fairfield Road, Suite 338New York, NY 10001
Date: | Thursday, September | ||||
Time: | 8:30 A.M. | ||||
Location: | Unit A, 19/F Ford Glory Plaza | ||||
Record Date: | Tuesday, July |
Items of Business
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2.
3. Consider any other business as may properly be brought before the meeting or any adjournment or postponement thereof.
The Board of Directors recommends that you vote “FOR” each of the director nominees included in Proposal No. 1 and “FOR” each of ProposalsProposal No. 2 and 3.
How to Vote
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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 20182022 ANNUAL REPORT TO STOCKHOLDERS ACCOMPANIES THIS NOTICE
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be Heldheld on September 17, 2018:15, 2022: This Proxy Statement, our Annual Report on Form 10-K10-K, and a letter to our stockholders are available at www.proxyvote.com and can be obtained, free of charge, by writing to our Corporate SecretaryChief Financial Officer at the Company’s address above or by calling 1-800-579-16391-800-579-1639 by September 3, 20181, 2022 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
2022 Annual Meeting Date and Time | Thursday, September | ||||
Place | Unit A, 19/F Ford Glory Plaza | ||||
Record Date | Tuesday, July | ||||
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 | |||||||||
2. | |||||||||||||
“FOR,” | Affirmative vote of a majority of the shares present must be in favor of this proposal and entitled to vote on the proposal | Yes | FOR |
Recent Highlights and Achievements
We recently completedreported our initial public offering and began trading onfinancial results for the Nasdaq Capital Market on May 4, 2018. Jerash also reported its fiscal year 2018 financial results,ended March 31, 2022 (“fiscal 2022”) and other recent highlights, including:
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• gross margin increasedof 19 percent, primarily due to 25.9% from 24.8% in the prior year;
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• comprehensive income attributable to our stockholders of $8.1 million, or $1.07$0.67 per diluted share, including a one-time chargevs.$4.1 million, or $0.37 per share, last year; and
• cash of $1.4$26.6 million related to US tax reform, payable over eight years, compared with zero tax charge inand net working capital of $55.7 million at the end of fiscal 2017;2022.
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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, which we will continue to implement through our first year as a publicly traded company:
Annual Elections | Yes | Code of Ethics | Yes | ||||||||
Board Independence | 60% | Board and Committee Annual | 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% | 40% Jordan-based 20% U.S.-based |
Board Diversity Matrix (As of July 28, 2022)
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:
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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 | 60 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Wei (“Kitty”) Yang | 39 | 2017 | No | Vice President and Secretary of the Company | ||||
Ibrahim H. Saif | 57 | 2020 | Yes | Vice Chairman of Manaseer Group | ||||
Bill Korn | 65 | 2020 | Yes | Chief Financial Officer of CareCloud, Inc. | ||||
Mak Chi Yan | 59 | 2018 | Yes | Consultant of Hamon Asian Advisors Limited |
| Name | | | Age | | | Director Since | | | Independent | | | Occupation | |
| Choi Lin Hung | | | 56 | | | 2017 | | | No | | | Chairman, Chief Executive Officer, President and Treasurer of the Company | |
| Wei (“Kitty”) Yang | | | 35 | | | 2017 | | | No | | | Vice President and Secretary of the Company | |
| Gary J. Haseley | | | 56 | | | 2018 | | | Yes | | | Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy | |
| Sean Socha | | | 48 | | | 2018 | | | Yes | | | Chief Financial Officer of Finger Lakes Technologies Group, Inc. | |
| Mak Chi Yan | | | 55 | | | 2018 | | | Yes | | | Executive Director of Genting Securities Limited | |
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Security Ownership of Certain Beneficial Owners and Management | ||||||||
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Matters Relating to the Independent Registered Public Accounting Firm | ||||||||
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Appendix A |
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The Board of Directors of Jerash Holdings (US), Inc. Board of Directors (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. 20182022 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 30, 2018.28, 2022. In this Proxy Statement, we may also refer to Jerash Holdings (US), Inc. and its subsidiaries as “Jerash,” the “Company,” “we,” “our”“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 | ||||
Attending the Annual Meeting | Jerash will host the Annual Meeting at 15, 2022. | ||||
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 |
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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 |
1. To elect five directors to the Board to serve until their successors are duly elected and qualified at the 2. |
To ratify the appointment of Friedman LLP (“Friedman”) as our independent registered public accounting firm for the fiscal year ending March 31, 3. 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 |
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Voting Instructions for Record |
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• 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 Tuesday, September 13, 2022. | ||||
Voting Instructions for Beneficial Owners |
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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 |
Under the rules of the election of directors and amending compensatory benefit plans. Broker | |||||
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 | ||||
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 nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes that are withheld from any nominee |
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Vote Required to Ratify Appointment of Friedman |
fiscal 2023. To be approved, this proposal must receive the affirmative vote of a majority of the shares of common stock present in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will count as votes cast against this proposal. There will be no broker |
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 | |||||
or • providing written notice of the revocation to the | |||||
• 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, | |||||
No Right of Appraisal | None of Delaware law, our Certificate of Incorporation, or our amended and restated bylaws (the “Bylaws”) provides 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; | |||||
• | |||||
ratifying the appointment of Friedman as our independent registered public accounting firm for | |||||
• in the proxy holder’s best judgment as to any other matters properly brought before the Annual Meeting. |
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Participants in the Proxy |
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 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 | ||||
Availability of Proxy Materials | Copies of this Proxy Statement, our annual report on Form |
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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Our Board consists of five directors, all of whom are nominated for reelectionre-election at the Annual Meeting to serve until the 20192023 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.
| Name | | | Age | | | Director Since | | | Independent | | | Occupation | |
| Choi Lin Hung | | | 56 | | | 2017 | | | No | | | Chairman, Chief Executive Officer, President and Treasurer of the Company | |
| Wei (“Kitty”) Yang | | | 35 | | | 2017 | | | No | | | Vice President and Secretary of the Company | |
| Gary J. Haseley | | | 56 | | | 2018 | | | Yes | | | Retired; Former Senior Vice President and General Manager of Kaman Automation, Control & Energy | |
| Sean Socha | | | 49 | | | 2018 | | | Yes | | | Chief Financial Officer of Finger Lakes Technologies Group, Inc. | |
| Mak Chi Yan | | | 55 | | | 2018 | | | Yes | | | Executive Director of Genting Securities Limited | |
the board recommends the election of these nominees:
Name | Age | Director | Independent | Occupation | ||||
Choi Lin Hung | 60 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company | ||||
Wei (“Kitty”) Yang | 39 | 2017 | No | Vice President and Secretary of the Company | ||||
Ibrahim H. Saif | 57 | 2020 | Yes | Vice Chairman of Manaseer Group | ||||
Bill Korn | 65 | 2020 | Yes | Chief Financial Officer of CareCloud, Inc. | ||||
Mak Chi Yan | 59 | 2018 | Yes | Consultant of Hamon Asian Advisors Limited |
Choi Lin Hung Age: | 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 | |||||
• | |||||
Skills and Expertise: | |||||
• Over • Critical institutional knowledge of Jerash and its subsidiaries • Financial and treasury expertise |
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Wei “Kitty” Yang Age: | 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: 57 | Principal Occupation: | ||||
Director since: | Business Experience: | ||||
January 2020 | • 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 • Former Director of the Center for Strategic Studies at the University of Jordan and Secretary General | ||||
Skills and Expertise: | |||||
• operations • |
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Bill Korn Age: 65 | Principal Occupation:Chief Financial Officer of | ||||
Director since: | Business Experience: | ||||
June 2020 | • Chief Financial Officer of July 2013 • Board member and Chairman of the Audit Committee of siParadigm Diagnostic Informatics since April 2021 • Former Chief Financial Officer July 2013 • Former Chief Financial Officer | • Former senior management of IBM during the 1990s | |||
Skills and Expertise: | |||||
• • Leadership skills as a senior officer | |||||
Mak Chi Yan Age: | Principal Occupation: | ||||
Director since: | Business Experience: | ||||
May 2018 | • Former Executive Director of Genting Securities Limited 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 • Former Head of International Sales for the Corporate & Institutional Business Group at HLG Securities SDN BHD from 1999 to 2000 | ||||
Skills and Expertise: | |||||
• • Leadership skills as a senior officer |
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The Board determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the bright-linebright-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: Gary Haseley, Sean Socha,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-employeenon-employee director or an employee. The Board believes that it should have the flexibility to choose this role in any manner that is in the best interests of our Company and our stockholders. Under the Company’s bylaws,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 Secretary, Choi Lin Hung.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 listed on Nasdaq and affords the Board access to Mr. Choi’s institutional knowledge of the Company.
The Board did not hold anyheld five meetings during the year ended March 31, 2018 (“fiscal 2018”), but rather took action by written consent on five dates during fiscal 2018. Therefore, there was no2022. No director who 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 2018. The Company did not hold an2022. All of the Company’s directors, except those who were recently elected, attended last year’s annual meeting of stockholders last year.either in person or by conference call. The Company expects the directors to attend the Annual Meeting.
Board Committees
The Board of Directors has created three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board has adopted a formal, written charter for each of the committees under which each committee operates. The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. As a matter of routine corporate governance, each committee intends to review its charter and practices on an annual basis to determine whether its charter and practices are consistent with listing standards of Nasdaq.
Committee Composition
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: 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. Because theThe Audit Committee was formed in May 2018, it did not hold anyheld five meetings and several informal meetings over the phone in fiscal 2018. Prior to the time the Audit Committee was formed, the Board fulfilled the duties within the Audit Committee’s scope of authority.
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. Because theThe Compensation Committee was formed in May 2018, it did not hold any meetingsheld one meeting in fiscal 2018. Prior to the time the Compensation Committee was formed, the Board fulfilled the duties within the Compensation Committee’s scope of authority.
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 intends to recommendrecommends nominees to serve as our directors for the following year. Because theThe Nominating and Corporate Governance Committee was formed in May 2018, it did not hold any meetings in fiscal 2018. Prior to the time the Nominating and Corporate Governance Committee was formed, the Board fulfilled the duties within the Nominating and Corporate Governance Committee’s scope of authority.
Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the Board, including with respect to cybersecurity risks. We intend that theThe Audit Committee will receive
In addition, we intend for the Audit Committee to reportreports regularly to our Board, which also monitors our risk profile. The Audit Committee and the Board will focus on the most significant risks we face and our general risk management strategies, while our management team coordinates responses to day-to-dayday-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 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.
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We have adopted an Anti-CorruptionAnti-Corruption Policy that applies to all of our directors, officers, employees, subsidiaries, agents, consultants, joint venture partners, and any other third-partythird-party representative that conducts business on behalf of the Company outside of the U.S. or interacts with non-U.S.non-U.S. government officials. This Anti-CorruptionAnti-Corruption Policy sets forth our guiding principles to comply with the U.S. Foreign Corrupt Practices Act of 1977 and other anti-corruptionanti-corruption and anti-briberyanti-bribery laws to which we may be subject, including the anti-corruptionanti-corruption provisions of the Penal Code of Jordan. Our Anti-CorruptionAnti-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, or considering stockholder recommendations for candidates for director. We believe that thepolicy. The Nominating and Corporate Governance Committee will develop these policies in the fiscal year ending March 31, 2019 (“fiscal 2019”). The Board intends that the Nominating and Corporate Governance Committee will considerconsiders candidates recommended by stockholders in the same manner as it evaluates candidates recommended by Board members, officers, or search firms.
Stockholders wishing to communicate with our directors may send a letter to: Jerash Holdings (US), Inc., 147 W. 35th Street, Room #1603, New York, New York 10001,277 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 Corporate Secretary.
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 fiscal 2018, our Board consisted entirely of non-independent directors. We did not pay any director compensation in fiscal 2018.
Director Compensation Table
Name | Fees earned | Stock | Option | Non-equity | Nonqualified | All other | Total | |||||||
Ibrahim H. Saif | 40,000 | — | — | — | — | — | 40,000 | |||||||
Mak Chi Yan | 40,000 | — | — | — | — | — | 40,000 | |||||||
Bill Korn | 40,000 | — | — | — | — | — | 40,000 |
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Table of $75,000 in cash or common stock at each director’s election.
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:
•
•
•
Historically, we have engaged in transactions with entities that are considered our affiliates. These entities include:
•
•
•
•
•
•
•
• Victory Apparel (Jordan) Manufacturing Company Limited (“Treasure Success”Victory Apparel”), which is our wholly-owned subsidiary;
•
Transactions with Affiliates
On November 29, 2016, the Board of Directors of Jerash Garments declaredJuly 1, 2020, Jiangmen Treasure Success and approvedJiangmen V-Apparel Manufacturing Limited entered into 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, there is no outstanding balance with respect to this overpaid dividend.
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Table of the Company as a result of their personal guarantees.
1∕10th of one share of Common 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.
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
On January 12, 2018, Treasure Success and his employment, respectively.
On January 12,16, 2018, Treasure Success our wholly-owned subsidiary,and Multi-Glory entered into a consulting agreement, with Yukwise Limited, pursuant to which Mr. Choi is compensated for his services as the Chief Executive Officer, President and Treasurer of the Company. Treasure Success compensates Yukwise Limited for Mr. Choi’s time at a rate of $25,000 per month. During fiscal 2018, we paid Yukwise Limited $75,000 for Mr. Choi’s services.
Borrowings from a rateRelated Party
As of $300,000 annually. DuringMarch 31, 2022 and 2021, the Company had outstanding balances due to Victory Apparel of $300,166 and $302,120, respectively. These advances are non-interest bearing and due on demand. The outstanding balance as of March 31, 2022 has been repaid in the first quarter of fiscal 2018, we paid Multi-Glory Corporation Ltd. $75,000 for Mr. Ng’s services.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 | 60 | Chairman, Chief Executive Officer, President, and Treasurer of the Company | |||||
Gilbert K. Lee | 64 | Chief Financial Officer | |||||
Wei (“Kitty”) Yang | 39 | Vice President and Secretary of the Company | |||||
Ng Tsze Lun | 67 | 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.”
Richard J. ShawGilbert K. Lee has served as our Chief Financial Officer since May 2017.November 2019. From August 2015 to November 2019, Mr. Shaw has served as the President of LogiCore, a financial and business advisory services firm, since June 2014. Since May 2016, Mr. Shaw has served as the Chief Financial Officer and Treasurer of Tripborn, Inc., an online travel agency that offers travel reservations and related travel services to travel agents in India. In addition, since March 2016, Mr. Shaw hasLee served as the Chief Financial Officer of BirchBioMed, Inc., a clinical-stage biomedical company focused on the commercialization, clinical evaluation and development of anti-scarring drugs, autoimmune therapeutics/therapies and novel strategies for transplantation. Prior to these roles as Chief Financial Officer, Mr. Shaw served as Chief Operating Officer for Roberts Office Furniture Concepts, a designer, manufacturer and remanufacturer of sustainable office furniture and workplace systems, from September 2013 to June 2016. From June 2012 to August 2013, he served as Chief Financial Officer of High Peaks Hospitality, LLC, an independent hotel ownership, development construction and management company. Prior to that experience, from May 2008 to June 2012, Mr. Shaw was the Chief Financial Officer of Harden Furniture,Fuling Global Inc., a manufacturer of solid wood furnitureenvironmentally-friendly plastic and upholstery.paper food service ware. From August 2011 through May 2015, Mr. Shaw earnedLee served Tanke Biosciences Corporation, a BSlivestock 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 LeMoyne Collegethe University of Texas at Arlington in 1987 and is a Certified Public Accountant, licensed by the State of New York.
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 the fiscal years ended March 31, 20182022 and 2017fiscal 2021 for services performed on our behalf with respect to the persons who served as our named executive officers as of March 31, 20182022 and for fiscal 2018.2022. Our named executive officers are Mr. Choi, Mr. Shaw,Lee, Ms. Yang, and Mr. Murphy.Ng. Mr. Choi serves as our Chairman, Chief Executive Officer, President, and Treasurer,Treasurer; Mr. ShawLee serves as our Chief Financial Officer andOfficer; Ms. Yang serves as our Vice President Secretary and director. Prior to May 2017, Timothy G. Murphy servedSecretary; and Mr. Ng serves as our President, Treasurer, Secretary and sole director.
Summary Compensation Table
Name and Principal Position | Year | Salary | Bonus | Option | All Other | Total | ||||||
Choi Lin Hung | 2022 | 300,000 | — | — | 398,157 | 698,157 | ||||||
Chief Executive Officer, President and Treasurer | 2021 | 280,000 | — | — | — | 280,000 | ||||||
Gilbert K. Lee | 2022 | 144,200 | — | — | 21,206 | 165,406 | ||||||
Chief Financial Officer | 2021 | 122,000 | — | 42,151 | — | 164,151 | ||||||
Wei (“Kitty”) Yang | 2022 | 77,854 | — | — | 74,378 | 152,232 | ||||||
Vice President and Secretary | 2021 | 66,100 | — | — | — | 66,100 | ||||||
Ng Tsze Lun | 2022 | 300,000 | — | — | 398,157 | 698,157 | ||||||
Head of Marketing | 2021 | 280,000 | — | — | — | 280,000 |
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(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 2022, filed with the SEC on June 27, 2022.
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.
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 $14,914) 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 $14,914) 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.
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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 Garments as Deputy General Manager of our facilities in Jordan for a period of three years. She has received JOD5,300 per month since October 2021 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 consulting agreement effective May 26, 2017 with LogiCore pursuantone-year vesting period, including 62,900 RSUs to which Richard J. Shaw serves asMr. 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 Chief Financial Officer. The Company compensates LogiCore for Mr. Shaw’s timecommon stock as of the date of the grant.
Outstanding Equity Awards at a rate of $5,000 per month.
Name | Option Awards | Stock Awards | ||||||||||||||||
Number of | Number of | Equity | Option | Option | Number of | Market | Equity | Equity | ||||||||||
Choi Lin Hung | 336,038 | — | — | 7.00 | 4/9/2023 | — | — | 62,900 | 403,818 | |||||||||
Wei (“Kitty”) Yang | 100,000 | — | — | 7.00 | 4/9/2023 | — | — | 11,750 | 75,435 | |||||||||
Gilbert K. Lee | 50,000 | — | — | 6.50 | 11/27/2029 | — | — | 3,350 | 21,507 | |||||||||
Ng Tsze Lun | 336,037 | — | — | 7.00 | 4/9/2023 | — | — | 62,900 | 403,818 | |||||||||
Except as disclosed herein, we did not otherwise award or pay, and our named executive officers and directors did not otherwise earn, any compensation with respect to our last twoin fiscal years ended March 31, 20182022 and 2017.
On March 21, 2018,September 16, 2019, our stockholders voted to approve the board of directors adopted the Stock IncentiveAmended Plan, pursuant to which the board of directorsBoard may grant equity awards to certain members of management, key employees, and consultants of the Company. The Stock IncentiveAmended Plan currently authorizes up to 1,484,2501,784,250 shares of Common Stockcommon stock to be issued to employees, directors, or
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consultants of the Company. The Board may grant awards of stock options, restricted stock, restricted stock units, and other awards pursuant to the Stock IncentiveAmended Plan. Awards may be granted under the Stock IncentiveAmended Plan at any time and from time to time on or prior to the tenth anniversary of its effective date, or March 21, 2028.July 19, 2029. The Stock IncentiveAmended Plan will be administered by the Board or a committee thereof, if so directed by the Board.
The following table reflects the shares available for issuance under our Stock IncentiveAmended 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 | 1,243,450 | $ | 6.95 | 394,750 | |||
Equity compensation plans not approved by security holders | — |
| — | — | |||
Total | 1,243,450 | $ | 6.95 | 394,750 | |||
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The following table provides information as of July 20, 2018,19, 2022, 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 11,325,00012,534,318 shares of our common stock outstanding as of the record date. The address for our executive officers is 147 W. 35th Street, Room #1603, New York, New York 10001.
| Name | | | Number of Shares(1) | | | Percentage(1) | | ||||||
| Named Executive Officers and Directors: | | | | | | | | | | | | | |
Choi Lin Hung(2) Chairman, Chief Executive Officer, President and Treasurer | | | | | 4,641,913(3) | | | | | | 39.8% | | |
Kitty Yang Vice President, Secretary and Director | | | | | 361,350(4) | | | | | | 3.2% | | |
Richard J. Shaw Chief Financial Officer | | | | | 1,000 | | | | | | * | | |
Gary J. Haseley Director | | | | | 59,000(5) | | | | | | * | | |
Sean Socha Director | | | | | — | | | | | | — | | |
Mak Chi Yan Director | | | | | — | | | | | | — | | |
| All directors and executive officers as a group (6 persons) | | | | | 5,063,263 | | | | | | 43.0% | | |
| 5% Stockholders: | | | | | | | | | | | | | |
Merlotte Enterprise Limited(2) 19/F, Ford Glory Plaza 37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong | | | | | 4,305,875 | | | | | | 38.0% | | |
Lee Kian Tjiauw Flat A, 9/F, Block 3, Regency Park 3 Wah King Road Kwai Chung, Hong Kong | | | | | 2,798,031 | | | | | | 24.7% | | |
Ng Tsze Lun 19/F, Ford Glory Plaza 37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong | | | | | 1,324,631(6) | | | | | | 11.7% | | |
Name | Number of Shares(1) | Percentage(1) | ||||
Named Executive Officers and Directors: |
|
| ||||
Choi Lin Hung(2) | 4,094,813 | (3) | 31.8 | % | ||
Kitty Yang | 379,850 | (4) | 3.0 | % | ||
Gilbert K. Lee | 53,350 | (5) | * |
| ||
Ng Tsze Lun | 1,387,531 | (6) | 10.8 | % | ||
Ibrahim H. Saif | — |
| — |
| ||
Bill Korn | — |
| — |
| ||
Mak Chi Yan | — |
| — |
| ||
All directors and executive officers as a group (seven persons) | 5,915,544 |
| 44.2 | % | ||
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| |||||
5% Stockholders: |
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| ||||
Merlotte Enterprise Limited(2) | 3,695,875 | (2) | 29.5 | % | ||
Ng Tsze Lun | 1,387,531 | (6) | 10.8 | % | ||
Chiu Ka Lun | 1,180,000 |
| 9.4 | % | ||
____________
*
(1)
(2)
(3)
(4)
(5) Includes presently exercisable options to the Stock Incentive Plan, which expire on April 9, 2023.
(6) Includes (i) 50,0001,051,494 shares of common stock held by Mr. Haseley; (ii) 1,000 shares of common stock held by Mr. Haseley’s spouse; (iii) 3,000 shares of common stock held in Haseley family trusts; and (iv) a warrant entitling Mr. Haseley to purchase 5,000 shares of common stock for an exercise price of $6.25 that expires on May 15, 2022.
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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 ten10 percent of our common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. The SEC requires that these persons furnish us with copies of all Section 16(a) forms they file. You can view these reports on the SEC’s website at www.sec.gov.
During the year ended March 31, 2018,2022, all of our officers, directors, and greater than ten10 percent beneficial owners were not yet subject totimely complied with the filing requirements of Section 16(a) filing requirements. Our officers, directors and greater than ten percent beneficial owners became subject to these requirements when we registered our shares of common stock pursuant to Section 12 of the Exchange Act on May 2, 2018.Act.
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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.
The Audit Committee values the input of our stockholders. In the event that stockholders do not approve this proposal, the Audit Committee will consider that fact when it selects the independent registered public accountants for the following year. The Audit Committee may, in its discretion, replace Friedman as the independent registered public accounting firm at a later date without stockholder approval.
Friedman has acted as our independent registered public accountants since 2017. A representative of Friedman will be present at the Annual Meeting, either in person or by telephone, to respond to appropriate questions and will have an opportunity to make a statement if he or she desires to do so.
The BoardThe Board recommends that you vote “for” “for” ratifying the appointment of Friedman Friedman to serve as the Company’s Company’s independent registered public accounting firm for the year ending March March 31, 2019.2023.
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To date, Friedman has not performed any non-auditnon-audit services for the Company. The Audit Committee intends to develop a pre-approvalpre-approval policy for all non-auditnon-audit work performed by Friedman during fiscal 2019.
Aggregate fees billed to the Company for services rendered by Friedman for fiscal 20182022 and 20172021 were:
| | | | 2018 | | | 2017 | | ||||||
Audit Fees(1) | | | | $ | 215,000 | | | | | $ | 223,000 | | |
Audit-Related Fees(2) | | | | | 25,000 | | | | | | — | | |
Tax Fees(3) | | | | | — | | | | | | — | | |
All Other Fees(4) | | | | | — | | | | | | — | | |
| Total Fees | | | | $ | 240,000 | | | | | $ | 223,000 | | |
2022 | 2021 | |||||
Audit Fees(1) | $ | 320,564 | $ | 273,040 | ||
Audit-Related Fees(2) |
| — |
| — | ||
Tax Fees(3) |
| — |
| — | ||
All Other Fees(4) |
| — |
| — | ||
Total Fees | $ | 320,564 | $ | 273,040 | ||
____________
(1)
(2)
(3)
(4)
Management is responsible for the Company’s accounting and financial reporting process. Our external auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (“PCAOB”(the “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 Auditing Standard No. 1301 (Communications with Audit Committees), as amended.
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 thatabout 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-K10-K for the year ended March 31, 2018,2022, for filing with the SEC. The Audit Committee has also approved, subject to stockholder ratification, the appointment of Friedman as the Company’s external auditors for the year ending March 31, 2019.
Audit CommitteeSean Socha,Bill Korn, ChairGary HaseleyIbrahim H. Saif
Mak Chi Yan
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Any stockholder who intends to present a proposal at our 20192023 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.147 W. 35th Street, Room #1603277 Fairfield Road, Suite 338New York, NY 10001
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 20192023 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 materials2023 annual meeting or (2) the 10th day following the day on which public disclosure of the 2023 annual meeting is first made. Stockholders may nominate candidates for the 2019Board by the same deadlines as proposals for business to come before the 2023 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. 35th Street, Room #1603, New York, New York 10001277 Fairfield Road, Suite 338, Fairfield, NJ 07004, or by calling (212) 575-9085.(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-K10-K for fiscal 2018,2022, 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. 35th Street, Room #1603277 Fairfield Road, Suite 338New York, NY 10001
Stockholders may also view our Annual Report on Form 10-K,10-K, this Proxy Statement, and other proxy materials at www.proxyvote.com.
F
irst: The Corporation was incorporated on January 19, 2016 under the name HK Holdings of Upstate Inc.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K10-K are available at www.proxyvote.com.E50191-P11995JERASHwww.proxyvote.com. D89411-P79264 JERASH HOLDINGS (US), INC. Annual Meeting of Stockholders September 17, 2018 9:0015, 2022 8:30 AM (EDT)(ET) This proxy is solicited by the Board of DirectorsTheDirectors. The stockholder(s) hereby appoint(s) Choi Lin Hung and Richard J. Shaw,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 stockStock of JERASH HOLDINGS (US), INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:008:30 AM EDT,(ET), on September 17, 2018,15, 2022, at the New York Hilton Midtown, Gibson Room, 2nd Floor, 1335 Avenue of the Americas, New York, New York 10019,Unit A, 19/F Ford Glory Plaza, 37-39 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong, and any adjournment or postponement thereof.Thisthereof. 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.Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)Directors’ recommendations. Continued and to be signed on reverse side