[EXHIBIT 3.1]

                THE COMPANIES LAW (2004 REVISION)
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                      OF THE CAYMAN ISLANDS
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                    COMPANY LIMITED BY SHARES
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                      AMENDED AND RESTATED

                    MEMORANDUM OF ASSOCIATION

                               OF

                 DRAGON ACQUISITION CORPORATION
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      (Adopted by Special Resolution dated April 10, 2006)



1.  The name of the Company is Dragon Acquisition Corporation.

2.  The registered office of the Company shall be at the offices
    of Stuarts Corporate Services Ltd, 4th Floor, Cayman Financial
    Centre, 36 A Dr Roy's Drive, George Town, PO Box 2510, Grand
    Cayman, Cayman Islands or at such other place as the directors
    of the Company may, from time to time, decide

3.  The  objects  for which the Company is  established  are
    unrestricted and the Company shall have full power and authority
    to carry out any object not prohibited by the Companies Law (2004
    Revision), or as the same may be revised from time to time, or
    any other law of the Cayman Islands

4.  The Company shall have and be capable of exercising all the
    functions of a natural person of full capacity or body corporate
    in doing in any part  of  the world whether as principal, agent,
    contractor or otherwise whatever  may  be  considered  by  it
    necessary  for  the attainment  of  its  objects  and  whatever
    else may be considered by it as incidental or conducive thereto
    or consequential  thereon, irrespective of  any  question of
    corporate  benefit  as provided by section  27(2)  of the
    Companies Law (2004 Revision) including the power to  make  any
    alterations  or  amendments  to  its  Memorandum  and Articles
    of  Association in the manner  set  out  in  its Articles of
    Association and including, but not limited to, the  power  to
    pay all expenses of and incidental  to  the promotion, formation
    and incorporation of the Company;  to register  the  Company and
    do  business  in  any   other jurisdiction; to sell, lease or
    dispose of any property of the  Company,  to  draw, make, accept,
    endorse,  discount, execute  and issue promissory notes,
    debentures, bills  of exchange,  bills of lading, warrants and
    other  negotiable or transferable instruments; to lend money on
    the security of  the undertaking or on all or any of the assets
    of  the Company including uncalled capital or without security;
    to invest  moneys  of  the  Company in  such  manner  as  the
    directors of the Company determine;  to  promote other companies;
    to sell the undertaking of the Company for cash or any other
    consideration; to distribute assets in specie to   members of
    the  Company;  to  make  charitable or benevolent  donations; to
    pay pensions  or  gratuities  or provide  other  benefits in cash
    or  kind  to  directors, officers and/or employees of the Company,
    past or  present and  their  families; to purchase directors and
    officers' liability insurance and to carry on any trade or
    business and  generally  to  do all acts and things  which in the
    opinion of the Company or the directors of the Company may be
    conveniently  or profitably or usefully  acquired  and dealt with,
    carried on, executed or done by the Company in connection with the
    business aforesaid PROVIDED THAT the Company shall only carry on
    the businesses for which a license is required under the laws of
    the Cayman Islands when so licensed under the terms of  such laws.

5.  The liability of each member of the Company is limited to
    the amount if any, unpaid on the Shares held by such member.





Companies Law (2004 Revision)
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6.  The share capital of the Company is US$51,000 divided into
    50,000,000 ordinary shares of a par value  of  US$0.001
    each  and  1,000,000 preference shares  of  a par value of
    US$0.001  each.  Subject to the provisions of  the Companies
    Law  (2004 Revision) and the Articles of Association of the
    Company, the  Company  shall have the  power to redeem  or
    purchase any  of  its Shares and to increase, reduce, sub-
    divide or consolidate the share capital and to issue all or
    any part of its  capital  whether  original, redeemed,
    increased or  reduced  with  or  without  any preference,
    priority or special privilege or subject to any postponement
    of  rights or to any conditions or restrictions whatsoever
    and  so  that unless the conditions of issue shall otherwise
    expressly provide every issue of Shares whether stated to be
    ordinary,  preference or otherwise shall be  subject  to the
    powers on the part of the Company hereinbefore provided.

7.  If  the  Company is registered as exempted, its operations
    shall be carried on subject to section 193 of the Companies Law
    (2004 Revision). The Company may effect and conclude contracts in
    the Cayman Islands, and exercise in the Cayman Islands all of its
    powers necessary for the carrying on of its business outside the
    Cayman  Islands but shall not otherwise trade in the  Cayman
    Islands  with  any  person, firm or  corporation  except  in
    furtherance of the business of the Company carried on outside the
    Cayman Islands.

8.  Subject  to  the  provisions of the  Companies  Law  (2004
    Revision)  and the Articles of Association, the Company  may
    exercise the power contained in section 226 of the Companies Law
    (2004 Revision) to deregister in the Cayman Islands and register
    by way of continuation under the laws of any jurisdiction outside
    the Cayman Islands.