6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2010

Commission File Number 000-53776

Man Sang International (B.V.I.) Limited

(Translation of registrant’s name into English)

Suite 2208, 22/F Sun Life Tower,

The Gateway, 15 Canton Road,

Tsimshatsui, Kowloon, Hong Kong

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F.

Form 20-F     X            Form 40-F             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                      No     X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Changes in Certifying Accountant

On March 23, 2010, the service of Ernst & Young (“EY”) as the independent auditors of Man Sang International (B.V.I.) Limited, which has been renamed China Metro-Rural Holdings Limited (“MSBVI”), ceased. On March 25, 2010, Man Sang International Limited (“MSIL”), a subsidiary of MSBVI, issued an announcement to report that EY resigned as the auditors of MSIL effective as of March 24, 2010. EY was initially engaged by MSBVI and MSIL in September 2009 to perform the audit for each company’s fiscal year ending March 31, 2010. MSBVI expects to engage a new auditor shortly.

A copy of MSIL’s announcement is attached as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 26, 2010	MAN SANG INTERNATIONAL (B.V.I.) LIMITED
	By:	/s/ Sio Kam Seng
		Sio Kam Seng Vice Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Announcement, dated March 25, 2010.

EX-99.1

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

MAN SANG INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 938)

CHANGE OF AUDITORS

The Board of the Company hereby announces that EY resigned as auditors of the Company with effect from 24 March 2010. The Board shall seek approval of the Shareholders at the SGM to appoint PwC as new auditors of the Company to fill the casual vacancy following the resignation of EY and to hold office until the conclusion of the next annual general meeting of the Company. A circular containing a notice of the SGM together with further details of the Change of Auditors will be despatched to the Shareholders as soon as practicable.

The board of directors (the “Board”) of Man Sang International Limited (the “Company”) hereby announces that Ernst & Young (“EY”) resigned as auditors of the Company with effect from 24 March 2010.

Man Sang International (B.V.I.) Limited is the Company’s parent company (“Parent Company”) and its name has recently been changed to China Metro-Rural Holdings Limited. As a result of a merger (the “Merger”) between Creative Gains Limited, a wholly owned subsidiary of the Parent Company and China Metro-Rural Limited (formerly known as Mega Dragon Limited), as approved by the Parent Company’s shareholders at a special general meeting held on 19 March 2010, there was a change in the composition of the substantial shareholders of the Parent Company. After considering the fee and service proposals for the audit of the enlarged group, both the substantial shareholders and the board of directors of the Parent Company have proposed to appoint PricewaterhouseCoopers (“PwC”) as new auditors of the Parent Company and recommended the appointment of PwC as auditors of the Company. Accordingly, on 25 March 2010, the Board proposed to engage PwC as its new auditors for the fiscal year ending 31 March 2010, subject to approval by shareholders of the Company (the “Shareholders”). On the same day, the Board accepted the resignation of EY as auditors of the Company with effect from 24 March 2010.

The Board shall seek approval of the Shareholders at a special general meeting (the “SGM”) to appoint PwC as new auditors of the Company to fill the casual vacancy following the resignation of EY and to hold office until the conclusion of the next annual general meeting of the Company (the “Change of Auditors”).

-1-

EY have confirmed in their letter of resignation that there are no circumstances connected with their resignation which they considered should be brought to the notice of the Shareholders or creditors of the Company. Both the Board and the audit committee of the Company are not aware of any matters in connection with the resignation of EY that should be brought to the attention of the Shareholders. As of the date of their resignation, EY have not issued any audit report on the Company’s consolidated financial statements.

The Board would like to thank EY for their professional services and looks forward to working with PwC.

A circular containing a notice of the SGM together with further details of the Change of Auditors will be despatched to the Shareholders as soon as practicable.

By order of the Board

Man Sang International Limited

Pak Wai Keung, Martin

Company Secretary

Hong Kong, 25 March 2010

As at the date of this announcement, the Board comprises three executive directors, namely Mr. Cheng Tai Po (Deputy Chairman), Mr. Lee Kang Bor, Thomas (Chief Executive Officer) and Ms. Yan Sau Man, Amy, one non-executive Director, namely Mr. Cheng Chung Hing (Chairman) and three independent non-executive directors, namely Mr. Fung Yat Sang, Mr. Kiu Wai Ming and Mr. Lau Chi Wah, Alex.

-2-