<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                  ------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                             -----------------------

                             MAN SANG HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Nevada                                            87-0539570
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                21st Floor, Railway Plaza, 39 Chatham Road South
                         Tsimshatsui, Kowloon, Hong Kong

              (Address of Principal Executive Offices and Zip Code)
                              --------------------

BUSINESS CONSULTING AGREEMENT DATED JUNE 1, 2002 BETWEEN MAN SANG HOLDINGS, INC.
 AND LIN XIAN FU, AND BUSINESS CONSULTING AGREEMENT DATED JUNE 1, 2002 BETWEEN
                     MAN SANG HOLDINGS, INC. AND LI SHAO BO

                            (Full Title of the Plan)
                              --------------------

                              Mr. CHENG Chung Hing

      Chairman of the Board, President, Chief Executive Officer and Chief
                               Financial Officer
                21st Floor, Railway Plaza, 39 Chatham Road South
                         Tsimshatsui, Kowloon, Hong Kong

 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                  Proposed maximum      Amount of
Title of securities to be    Amount to be         Proposed maximum offering       aggregate offering    registration
registered                   registered           price per share (1)             price (1)             fee (1)
---------------------------- -------------------  ------------------------------- --------------------- -------
<S>                          <C>                  <C>                             <C>                   <C>
Common Stock                 410,000              $0.905                          $370,000              $34.04
</TABLE>

(1) Calculated in accordance with paragraph (o) of Rule 457 under the Securities
Act of 1933 solely for purposes of calculating the registration fee.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement relates to the registration of 410,000 shares of
Common Stock, $0.001 par value per share, of Man Sang Holdings, Inc. (the
"Company"), to be issued and delivered pursuant to the Business Consulting
Agreement dated June 1, 2002, by and between the Company and LIN Xian Fu, and
the Business Consulting Agreement dated June 1, 2002, by and between the Company
and LI Shao Bo (collectively, the "Plan"). Documents containing the information
required by Part I of this Registration Statement will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) under the Securities Act
of 1933 (as amended, the "1933 Act"). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424, in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (as amended, the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. The following
documents filed with the Commission by the Company are incorporated by reference
in this Registration Statement:

(i) The Company's Annual Report on Form 10-K for the year ended March 31, 2001;

(ii) The Company's Quarterly Reports on Form 10-Q for the periods ended June 30,
2001, September 30, 2001 and December 31, 2001; and

(iii) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A12G, filed with the Commission on June 17,
1996, and any amendment or report filed for the purpose of updating such
description, including without limitation the Current Report on Form 8-K filed
with the Commission on October 11, 1996.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the securities offered hereby have been sold or which deregisters
all such securities remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

<PAGE>

Not applicable, as the Common Stock is registered under Section 12 of the 1934
Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Company's Restated Articles of Incorporation, filed with the Secretary
of State of the State of Nevada on January 12, 1996, the Company indemnifies any
and all persons who may serve or who have served at any time as directors or
officers or who, at the request of the Company's board of directors, may serve
or at any time have served as directors or officers of another corporation in
which the Company at such time owned or may own shares of stock or of which it
was or may be a creditor, and their respective heirs, administrators, successors
and assigns, against any and all expenses, including amounts paid upon
judgments, counsel fees and amounts paid in settlement (before or after suit is
commenced), actually and necessarily by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in which they, or
any of them, are made parties, or a party, or which may be asserted against them
or any of them, by reason of being or having been directors or officers of the
Company, or of such other corporation, except in relation to matters as to which
any such director or officer of the Company, or of such other corporation or
former director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification is in addition to any other rights to which
those indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders or otherwise.

Under Nevada law, each of the Company's directors and officers (i) may be
indemnified if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company (and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful), (ii) may not be indemnified in an action or suit by
or in the right of the Company if such director or officer has been adjudged by
a court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Company or for amounts paid in settlement to the Company,
unless and only to the extent such court or another court of competent
jurisdiction determines upon application that in view of all the circumstances
of the case, such director or officer is fairly and reasonably entitled to
indemnity for such expenses as such court deems proper, and (iii) must be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense, if and to the extent such
director or officer has been successful on the merits or otherwise in defense of
any such action, suit or proceeding.

Additionally, the Company has in place directors' and officers' liability
insurance coverage.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibits to this Registration Statement are listed in the Exhibit Index
hereto, and are incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

The undersigned Company hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(1) To include any prospectus required by Section 10(a)(3) of the 1933 Act;

(2) To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and

(3) To include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;

provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the 1934 Act that
are incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(d) That, for purposes of determining any liability under the 1933 Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of

<PAGE>

such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Special
Administrative Region of Hong Kong of the People's Republic of China on this 7th
day of June, 2002.


                                       MAN SANG HOLDINGS, INC.


                                       By:  /s/     CHENG Chung Hing
                                            ----------------------------------
                                            CHENG Chung Hing

                                            Chairman of the Board, President,
                                            Chief Executive Officer and Chief
                                            Financial Officer

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
            Signature                                      Title                                      Date
            ---------                                      -----                                      ----
<S>                                         <C>                                                     <C>
/s/ CHENG Chung Hing                          Chairman of the Board, President, Chief
---------------------------                 Executive Officer, Chief Financial Officer
CHENG Chung Hing                             and Director (Principal Executive Officer
                                                and Principal Financial Officer and
                                                   Principal Accounting Officer)                    June 7, 2002

/s/ CHENG Tai Po                              Vice Chairman of the Board and Director               June 7, 2002
--------------------------
CHENG Tai Po

/s/ YAN Sau Man, Amy                                Vice President and Director                     June 7, 2002
--------------------------
YAN Sau Man, Amy

/s/ LAI Chau Ming, Matthew                                   Director                               June 7, 2002
--------------------------
LAI Chau Ming, Matthew

/s/ YUEN Ka Lok, Ernest                                      Director                               June 7, 2002
--------------------------
YUEN Ka Lok, Ernest
</TABLE>

<PAGE>

                             MAN SANG HOLDINGS, INC.

                                INDEX TO EXHIBITS

Exhibit No.         Description

4.1      Restated Articles of Incorporation of Man Sang Holdings, Inc., filed
         with the Secretary of State of the State of Nevada on January 12,
         1996(1)

4.2      Certificate of Amendment of Articles of Incorporation of Man Sang
         Holdings, Inc., filed with the Secretary of State of Nevada on June 7,
         1996(1)

4.3      Certificate of Designation, Preferences and Rights of a Series of
         100,000 Shares of Preferred Stock, $.001 Par Value, Designated "Series
         A Preferred Stock", of Man Sang Holdings, Inc., filed with the
         Secretary of State of the State of Nevada on June 27, 1996(1)

4.4      Certificate of Designation, Preferences and Rights of a Series of
         100,000 Shares of Preferred Stock, $.001 Par Value, Designated "Series
         B Preferred Stock", of Man Sang Holdings, Inc., filed with the
         Secretary of State of the State of Nevada on June 27, 1996(1)

4.5      Certificate of Decrease in Authorized Shares Pursuant to NRS78.207, of
         Man Sang Holdings, Inc., filed on with the Secretary of State of the
         State of Nevada on October 8, 1996(2)

4.6      Amended Bylaws of Man Sang Holdings, Inc., effective as of January 10,
         1996(1)

5.1      Legal Opinion of Lionel Sawyer & Collins

23.1     Consent of Deloitte Touche Tohmatsu

<PAGE>

(1)      Incorporated by reference to the exhibits filed with the Company's
         Registration Statement on Form 8-A12G, filed with the Commission on
         June 17, 1996

(2)      Incorporated by reference to the exhibits filed with the Company's
         Current Report on Form 8-K, filed with the Commission on October 10,
         1996
[{"type": "S-8", "sequence": "1", "filename": "y61361sv8.txt", "description": "MAN SANG HOLDINGS, INC.", "secsgml_size_bytes": 16179}]
{"company-data": {"conformed-name": "MAN SANG HOLDINGS INC", "cik": "0000807630", "assigned-sic": "5094", "irs-number": "133165967", "state-of-incorporation": "NV", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90050", "film-number": "02673783"}, "business-address": {"street1": "21/F RAILWAY PLAZA, 39 CHATHAM RD SOUTH", "street2": "TSIMSHATSUI KOWLOON", "city": "HONG KONG", "state": "K3", "phone": "8529427722"}, "mail-address": {"street1": "21/F RAILWAY PLAZA, 39 CHATHAM RD SOUTH", "street2": "TSIMSHATSUI KOWLOON", "city": "HONG KONG", "state": "K3"}, "former-company": [{"former-conformed-name": "S B H VENTURES", "date-changed": "19920101"}, {"former-conformed-name": "UNIX SOURCE AMERICA INC", "date-changed": "19950523"}]}
SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                  ------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                             -----------------------

                             MAN SANG HOLDINGS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Nevada                                            87-0539570
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                21st Floor, Railway Plaza, 39 Chatham Road South
                         Tsimshatsui, Kowloon, Hong Kong

              (Address of Principal Executive Offices and Zip Code)
                              --------------------

BUSINESS CONSULTING AGREEMENT DATED JUNE 1, 2002 BETWEEN MAN SANG HOLDINGS, INC.
 AND LIN XIAN FU, AND BUSINESS CONSULTING AGREEMENT DATED JUNE 1, 2002 BETWEEN
                     MAN SANG HOLDINGS, INC. AND LI SHAO BO

                            (Full Title of the Plan)
                              --------------------

                              Mr. CHENG Chung Hing

      Chairman of the Board, President, Chief Executive Officer and Chief
                               Financial Officer
                21st Floor, Railway Plaza, 39 Chatham Road South
                         Tsimshatsui, Kowloon, Hong Kong

 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                                  Proposed maximum      Amount of
Title of securities to be    Amount to be         Proposed maximum offering       aggregate offering    registration
registered                   registered           price per share (1)             price (1)             fee (1)
---------------------------- -------------------  ------------------------------- --------------------- -------
Common Stock                 410,000              $0.905                          $370,000              $34.04
(1) Calculated in accordance with paragraph (o) of Rule 457 under the Securities
Act of 1933 solely for purposes of calculating the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement relates to the registration of 410,000 shares of
Common Stock, $0.001 par value per share, of Man Sang Holdings, Inc. (the
"Company"), to be issued and delivered pursuant to the Business Consulting
Agreement dated June 1, 2002, by and between the Company and LIN Xian Fu, and
the Business Consulting Agreement dated June 1, 2002, by and between the Company
and LI Shao Bo (collectively, the "Plan"). Documents containing the information
required by Part I of this Registration Statement will be sent or given to
participants in the Plan as specified by Rule 428(b)(1) under the Securities Act
of 1933 (as amended, the "1933 Act"). Such documents are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424, in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (as amended, the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission. The following
documents filed with the Commission by the Company are incorporated by reference
in this Registration Statement:

(i) The Company's Annual Report on Form 10-K for the year ended March 31, 2001;

(ii) The Company's Quarterly Reports on Form 10-Q for the periods ended June 30,
2001, September 30, 2001 and December 31, 2001; and

(iii) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A12G, filed with the Commission on June 17,
1996, and any amendment or report filed for the purpose of updating such
description, including without limitation the Current Report on Form 8-K filed
with the Commission on October 11, 1996.

In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all of the securities offered hereby have been sold or which deregisters
all such securities remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable, as the Common Stock is registered under Section 12 of the 1934
Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Company's Restated Articles of Incorporation, filed with the Secretary
of State of the State of Nevada on January 12, 1996, the Company indemnifies any
and all persons who may serve or who have served at any time as directors or
officers or who, at the request of the Company's board of directors, may serve
or at any time have served as directors or officers of another corporation in
which the Company at such time owned or may own shares of stock or of which it
was or may be a creditor, and their respective heirs, administrators, successors
and assigns, against any and all expenses, including amounts paid upon
judgments, counsel fees and amounts paid in settlement (before or after suit is
commenced), actually and necessarily by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in which they, or
any of them, are made parties, or a party, or which may be asserted against them
or any of them, by reason of being or having been directors or officers of the
Company, or of such other corporation, except in relation to matters as to which
any such director or officer of the Company, or of such other corporation or
former director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the performance
of his duty. Such indemnification is in addition to any other rights to which
those indemnified may be entitled under any law, bylaw, agreement, vote of
shareholders or otherwise.

Under Nevada law, each of the Company's directors and officers (i) may be
indemnified if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company (and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful), (ii) may not be indemnified in an action or suit by
or in the right of the Company if such director or officer has been adjudged by
a court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the Company or for amounts paid in settlement to the Company,
unless and only to the extent such court or another court of competent
jurisdiction determines upon application that in view of all the circumstances
of the case, such director or officer is fairly and reasonably entitled to
indemnity for such expenses as such court deems proper, and (iii) must be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense, if and to the extent such
director or officer has been successful on the merits or otherwise in defense of
any such action, suit or proceeding.

Additionally, the Company has in place directors' and officers' liability
insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibits to this Registration Statement are listed in the Exhibit Index
hereto, and are incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

The undersigned Company hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(1) To include any prospectus required by Section 10(a)(3) of the 1933 Act;

(2) To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and

(3) To include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;

provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the 1934 Act that
are incorporated by reference in this Registration Statement.

(b) That, for the purpose of determining any liability under the 1933 Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(d) That, for purposes of determining any liability under the 1933 Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the 1934 Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Special
Administrative Region of Hong Kong of the People's Republic of China on this 7th
day of June, 2002.

                                       MAN SANG HOLDINGS, INC.

                                       By:  /s/     CHENG Chung Hing
                                            ----------------------------------
                                            CHENG Chung Hing

                                            Chairman of the Board, President,
                                            Chief Executive Officer and Chief
                                            Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature                                      Title                                      Date
            ---------                                      -----                                      ----
/s/ CHENG Chung Hing                          Chairman of the Board, President, Chief
---------------------------                 Executive Officer, Chief Financial Officer
CHENG Chung Hing                             and Director (Principal Executive Officer
                                                and Principal Financial Officer and
                                                   Principal Accounting Officer)                    June 7, 2002

/s/ CHENG Tai Po                              Vice Chairman of the Board and Director               June 7, 2002
--------------------------
CHENG Tai Po

/s/ YAN Sau Man, Amy                                Vice President and Director                     June 7, 2002
--------------------------
YAN Sau Man, Amy

/s/ LAI Chau Ming, Matthew                                   Director                               June 7, 2002
--------------------------
LAI Chau Ming, Matthew

/s/ YUEN Ka Lok, Ernest                                      Director                               June 7, 2002
--------------------------
YUEN Ka Lok, Ernest
MAN SANG HOLDINGS, INC.

                                INDEX TO EXHIBITS

Exhibit No.         Description

4.1      Restated Articles of Incorporation of Man Sang Holdings, Inc., filed
         with the Secretary of State of the State of Nevada on January 12,
         1996(1)

4.2      Certificate of Amendment of Articles of Incorporation of Man Sang
         Holdings, Inc., filed with the Secretary of State of Nevada on June 7,
         1996(1)

4.3      Certificate of Designation, Preferences and Rights of a Series of
         100,000 Shares of Preferred Stock, $.001 Par Value, Designated "Series
         A Preferred Stock", of Man Sang Holdings, Inc., filed with the
         Secretary of State of the State of Nevada on June 27, 1996(1)

4.4      Certificate of Designation, Preferences and Rights of a Series of
         100,000 Shares of Preferred Stock, $.001 Par Value, Designated "Series
         B Preferred Stock", of Man Sang Holdings, Inc., filed with the
         Secretary of State of the State of Nevada on June 27, 1996(1)

4.5      Certificate of Decrease in Authorized Shares Pursuant to NRS78.207, of
         Man Sang Holdings, Inc., filed on with the Secretary of State of the
         State of Nevada on October 8, 1996(2)

4.6      Amended Bylaws of Man Sang Holdings, Inc., effective as of January 10,
         1996(1)

5.1      Legal Opinion of Lionel Sawyer & Collins

23.1     Consent of Deloitte Touche Tohmatsu
(1)      Incorporated by reference to the exhibits filed with the Company's
         Registration Statement on Form 8-A12G, filed with the Commission on
         June 17, 1996

(2)      Incorporated by reference to the exhibits filed with the Company's
         Current Report on Form 8-K, filed with the Commission on October 10,
         1996