Letter Agreement for Banking Facilities, dated July 3, 2020, by and between Hongkong and Shanghai Banking Corporation Limited, Treasure Success International Limited, and Jerash Garments and Fashions Manufacturing Company Limited

Exhibit 10.2

Commercial Banking

(CARM 200414)

Attn: Mr Samuel Choi

Dear Sir

BANKING Facility - facility letter dated 19 June 2018 and 12 August 2019, as amended or supplemented from time to time (the “Facility Letter”)

With reference to our recent discussions, we confirm that the Facility Letter will be amended as set out below. Save as amended by this letter, the terms of the Facility Letter and (if any) all related documents shall remain unchanged and continue in full force and effect. The Bank shall have an unrestricted discretion to cancel, reduce or suspend, or determine whether or not to permit drawings in relations to, the Faci1ity. The Facility is subject to review at any time, and also subject to the Bank’s overriding right of repayment on demand including the right to call for cash cover on demand for prospective and contingent liabilities.

In consideration of us continuing to make the facilities available to you, we will charge you an annual fee of HKD15,000.- and such amount shall be debited automatically from TSL and JGL’s account each in July each year after the date of the Facility Letter until the facilities have been cancelled and all sums due or to become due from you under the Facility Letter have been fully paid to the Bank.

Unless defined differently, a term defined in the Facility Letter has the same meaning in this letter.

The Hongkong and Shanghai Banking
Corporation Limited

HSBC Main Building, 1 Queen’s Road Central,
Hong Kong

Tel:  (852) 2822 1111

Web:   www.hsbc.com.hk

Incorporated in the Hong Kong SAR with limited liability

Registered at the Hong Kong Companies Registry No. 263876

OTHER AMENDMENT(S)

The following changes shall be made to the Facility Letter.

GOVERNING LAW

This letter shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. No one other than the Bank and the Borrower(s) will have any right to enforce the terms of this letter.

ACCEPTANCE

Please arrange for the authorised signatories of TSL and JGL in accordance with the terms of the mandates given to the Bank, to sign and return the duplicate copy of this letter by 24 July 2020 to signify the Borrower(s)’s understanding and acceptance of the terms of this letter.

We have shared and discussed with you a risk disclosure document about the demise of or possible changes to certain interest rate benchmarks (such as LIBOR). By signing this letter, you acknowledge that you understand the implications and risks of the changes referred to in the risk disclosure document. We enclose a copy of the risk disclosure document again for your easy reference.

Yours faithfully

For and on behalf of

The Hongkong and Shanghai Banking Corporation Limited

Henry Ng

Senior Vice President

jl/bbz

Encl

Acceptance and Confirmation

We, Treasure Success International Limited and Jerash Garments and Fashions Manufacturing Company Limited, confirm our acceptance of and agreement to all of the terms and conditions set out above.

Reference Page

(This is for your reference only and are not intended to be contractual terms.

You may also access the Banking (Exposure Limits) Rules at

https.//www.elegislation.gov.hk/hk/cap155S)

The Borrower may be considered as related or connected to the HSBC Group if you/it are/is:

Relevant definitions

and “controller” means either an “indirect controller” or a “majority shareholder controller”.