AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                       CHINA OPPOTUNITY ACQUISITION CORP.

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

                         PURSUANT TO SECTION 245 OF THE

                        DELAWARE GENERAL CORPORATION LAW

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

      CHINA OPPORTUNITY ACQUISITION CORP., a corporation existing under the laws
of the State of Delaware (the "Corporation"), by its Chief Executive Officer,
hereby certifies as follows:

      1.    The name of the Corporation is "China Opportunity Acquisition Corp."

      2.    The Corporation's Certificate of Incorporation was filed in the
office of the Secretary of State of the State of Delaware on August 7, 2006.

      3.    This Amended Restated Certificate of Incorporation restates,
integrates and amends the Certificate of Incorporation of the Corporation.

      4.    This Amended and Restated Certificate of Incorporation was duly
adopted by joint written consent of the directors and stockholders of the
Corporation in accordance with the applicable provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware ("GCL").

      5.    The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in full as follows:

      FIRST: The name of the corporation is China Opportunity Acquisition Corp.
(hereinafter sometimes referred to as the "Corporation").

      SECOND: The registered office of the Corporation is to be located at 615
S. DuPont Hwy., Kent County, Dover, Delaware. The name of its registered agent
at that address is National Corporate Research, Ltd.

      THIRD: The purpose of the Corporation shall be to engage in any lawful act
or activity for


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which corporations may be organized under the GCL.

      FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 31,000,000 of which 30,000,000
shares shall be Common Stock of the par value of $.0001 per share and 1,000,000
shares shall be Preferred Stock of the par value of $.0001 per share.

      A.    Preferred Stock. The Board of Directors is expressly granted
authority to issue shares of the Preferred Stock, in one or more series, and to
fix for each such series such voting powers, full or limited, and such
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series (a "Preferred Stock
Designation") and as may be permitted by the GCL. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all of the then outstanding shares
of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, without a separate
vote of the holders of the Preferred Stock, or any series thereof, unless a vote
of any such holders is required pursuant to any Preferred Stock Designation.

      B.    Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of the Common Stock
shall exclusively possess all voting power and each share of Common Stock shall
have one vote.

      FIFTH: The name and mailing address of the sole incorporator of the
Corporation are as follows:

            Name                        Address

            Jeffrey M. Gallant          Graubard Miller
                                        The Chrysler Building
                                        405 Lexington Avenue
                                        New York, New York 10174

      SIXTH: The Corporation's existence shall terminate on ____________, 2009
(the "Termination Date"). This provision may only be amended in connection with,
and become effective upon, the consummation of a Business Combination (defined
below). A proposal to so amend this section shall be submitted to stockholders
in connection with any proposed Business Combination pursuant to Article Seventh
(A) below.

      SEVENTH: The following provisions (A) through (E) shall apply during the
period commencing upon the filing of this Certificate of Incorporation and
terminating upon the


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consummation of any "Business Combination," and may not be amended during the
"Target Business Acquisition Period." A "Business Combination" shall mean the
acquisition by the Corporation, whether by merger, capital stock exchange, asset
or stock acquisition or other similar type of transaction, of an operating
business, or of control of such operating business through contractual
arrangements, which has its principal operations located in the People's
Republic of China ("Target Business"). The "Target Business Acquisition Period"
shall mean the period from the effectiveness of the registration statement filed
in connection with the Corporation's initial public offering ("IPO") up to and
including the first to occur of (a) a Business Combination or (b) the
Termination Date.

      A.    Prior to the consummation of any Business Combination, the
Corporation shall submit such Business Combination to its stockholders for
approval regardless of whether the Business Combination is of a type which
normally would require such stockholder approval under the GCL. In the event
that a majority of the IPO Shares (defined below) present and entitled to vote
at the meeting to approve the Business Combination are voted for the approval of
such Business Combination, the Corporation shall be authorized to consummate the
Business Combination; provided that the Corporation shall not consummate any
Business Combination if the holders of 40% or more of the IPO Shares exercise
their conversion rights described in paragraph B below.

      B.    In the event that a Business Combination is approved in accordance
with the above paragraph (A) and is consummated by the Corporation, any
stockholder of the Corporation holding shares of Common Stock issued in the IPO
("IPO Shares") who voted against the Business Combination may, contemporaneously
with such vote, demand that the Corporation convert his IPO Shares into cash. If
so demanded, the Corporation shall, promptly after consummation of the Business
Combination, convert such shares into cash at a per share conversion price equal
to the quotient determined by dividing (i) the amount in the Trust Fund (as
defined below), inclusive of any interest thereon, calculated as of two business
days prior to the consummation of the Business Combination, by (ii) the total
number of IPO Shares. "Trust Fund" shall mean the trust account established by
the Corporation at the consummation of its IPO and into which a certain amount
of the net proceeds of the IPO is deposited.

      C.    In the event that the Corporation does not consummate a Business
Combination by the Termination Date, the officers of the Corporation shall take
all such action necessary to dissolve and liquidate the Corporation as soon as
reasonably practicable. In the event that the Corporation is so dissolved and
liquidated, only the holders of IPO Shares shall be entitled to receive
liquidating distributions and the Corporation shall pay no liquidating
distributions with respect to any other shares of capital stock of the
Corporation.

      D.    A holder of IPO Shares shall be entitled only to receive
distributions from the Trust Fund in the event (i) he demands conversion of his
shares in accordance with paragraph B above, or (ii) that the Corporation has
not consummated a Business Combination by the


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Termination Date in accordance with paragraph C above, in which case
distributions may be made without regard to whether the Corporation has been
dissolved and liquidated. In no other circumstances shall a holder of IPO Shares
have any right or interest of any kind in or to the Trust Fund.

      E.    The Board of Directors shall be divided into three classes: Class A,
Class B and Class C. The number of directors in each class shall be as nearly
equal as possible. At the first election of directors by the incorporator, the
incorporator shall elect a Class C director for a term expiring at the
Corporation's third Annual Meeting of Stockholders. The Class C director shall
then appoint additional Class A, Class B and Class C directors, as necessary.
The directors in Class A shall be elected for a term expiring at the first
Annual Meeting of Stockholders, the directors in Class B shall be elected for a
term expiring at the second Annual Meeting of Stockholders and the directors in
Class C shall be elected for a term expiring at the third Annual Meeting of
Stockholders. Commencing at the first Annual Meeting of Stockholders, and at
each annual meeting thereafter, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Except as the
GCL may otherwise require, in the interim between annual meetings of
stockholders or special meetings of stockholders called for the election of
directors and/or the removal of one or more directors and the filling of any
vacancy in that connection, newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the removal of
directors for cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum (as defined in the
Corporation's Bylaws), or by the sole remaining director. All directors shall
hold office until the expiration of their respective terms of office and until
their successors shall have been elected and qualified. A director elected to
fill a vacancy resulting from the death, resignation or removal of a director
shall serve for the remainder of the full term of the director whose death,
resignation or removal shall have created such vacancy and until his successor
shall have been elected and qualified.

      EIGHTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

      A.    Election of directors need not be by ballot unless the by-laws of
the Corporation so provide.

      B.    The Board of Directors shall have the power, without the assent or
vote of the stockholders, to make, alter, amend, change, add to or repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation.

      C.    The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called


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for the purpose of considering any such act or contract, and any contract or act
that shall be approved or be ratified by the vote of the holders of a majority
of the stock of the Corporation which is represented in person or by proxy at
such meeting and entitled to vote thereat (provided that a lawful quorum of
stockholders be there represented in person or by proxy) shall be as valid and
binding upon the Corporation and upon all the stockholders as though it had been
approved or ratified by every stockholder of the Corporation, whether or not the
contract or act would otherwise be open to legal attack because of directors'
interests, or for any other reason.

      D.    In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this Certificate of Incorporation, and to any by-laws from time to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.

      NINTH:      A.    A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this paragraph A by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation with respect to events occurring
prior to the time of such repeal or modification.

                  B.    The Corporation, to the full extent permitted by Section
145 of the GCL, as amended from time to time, shall indemnify all persons whom
it may indemnify pursuant thereto. Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding for which such officer or director may
be entitled to indemnification hereunder shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized hereby.

      TENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on


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the application of any receiver or receivers appointed for this Corporation
under Section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.


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            IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by Harry Edelson, its Chief
Executive Officer, as of the __ day of _______, 2007.


                                        ______________________________________
                                        Harry Edelson, Chief Executive Officer


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