Exhibit-10.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           SOYODO GROUP HOLDINGS, INC.

It is hereby certified that:

1. The present name of the corporation (hereinafter called the "Corporation") is
Soyodo Group Holdings, Inc. The date of filing the original certificate of
incorporation of the Corporation with the Secretary of State of the State of
Delaware is February 11, 2003.

2. The certificate of incorporation of the Corporation, as previously amended,
is hereby amended by striking out the previous Articles in their entirety and by
substituting in lieu thereof new Articles which are set forth in the Amended and
Restated Certificate of Incorporation hereinafter provided for.

3. The provisions of the certificate of incorporation of the Corporation as
heretofore amended are hereby restated and integrated into the single instrument
which is hereinafter set forth, and which is entitled Amended and Restated
Certificate of Incorporation of Top Group Holdings, Inc. without any further
amendments and without any discrepancy between the provisions of the certificate
of incorporation as heretofore amended and the provisions of the said single
instrument hereinafter set forth.

4. The amendments to and restatement of the certificate of incorporation herein
certified have been duly adopted by the stockholders in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

5. This Amended and Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the Corporation in accordance with Sections 242 and
245 of the General Corporation Law of the State of Delaware.

THE CERTIFICATE OF INCORPORATION OF THE CORPORATION, AS AMENDED AND RESTATED
HEREIN, SHALL AT THE EFFECTIVE TIME OF THIS AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION, READ AS FOLLOWS:

FIRST: The name of the corporation is SOYODO GROUP HOLDINGS, INC. (the
"Corporation").

SECOND: The address of the Corporation's registered office in the State of
Delaware is 874 Walker Road, Suite C, Dover, Delaware 19904, County of Kent. The
name of its registered agent at such address is the United Corporate Services,
Inc.

THIRD: The purposes of the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law.

FOURTH: The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 12,000,000 shares of common stock, $.0001 par
value per share ("Common Stock").

FIFTH: The Corporation is to have perpetual existence.

SIXTH: For the management of the business and for the conduct of the affairs of
the Corporation, and in further definition and not in limitation of the powers
of the Corporation and of its directors and of its stockholders or any class
thereof, as the case may be, conferred by the State of Delaware, it is further
provided that:

(A) The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
that shall constitute the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total
number of directors" shall be deemed to have the same meaning, to wit, the total
number of directors, which the Corporation would have if there were no
vacancies. No election of directors need be by written ballot.

(B) After the original or other Bylaws of the Corporation have been adopted,
amended or repealed, as the case may be, in accordance with the provisions of
Section 109 of the General Corporation Law, and, after the Corporation has
received any payment for any of its stock, the power to adopt, amend, or repeal
the Bylaws of the Corporation may be exercised by the Board of Directors of the
Corporation.

(C) The books of the Corporation may be kept at such place within or without the
State of Delaware as the Bylaws of the Corporation may provide or as may be
designated from time to time by the Board of Directors of the Corporation.


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SEVENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law, as the same may be amended and
supplemented from time to time, indemnify and advance expenses to (i) its
directors and officers, and (ii) any person who at the request of the
Corporation is or was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, from
and against any and all of the expenses, liabilities, or other matters referred
to in or covered by said section as amended or supplemented (or any successor);
provided, however, that except with respect to proceedings to enforce rights to
indemnification, the Bylaws of the Corporation may provide that the Corporation
shall indemnify any director, officer or such person in connection with a
proceeding (or part thereof) initiated by such director, officer or such person
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The Corporation, by action of its Board of
Directors, may provide indemnification or advance expenses to employees and
agents of the Corporation or other persons only on such terms and conditions and
to the extent determined by the Board of Directors in its sole and absolute
discretion. The indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in their official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

EIGHTH: No director of the Corporation shall be liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision does not eliminate or limit the liability
of the director (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 General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. For purposes of the
prior sentence, the term "damages" shall, to the extent permitted by law,
include without limitation, any judgment, fine, amount paid in settlement,
penalty, punitive damages, excise or other tax assessed with respect to an
employee benefit plan, or expense of any nature (including, without limitation,
reasonable counsel fees and disbursements). Each person who serves as a director
of the Corporation while this Article NINTH is in effect shall be deemed to be
doing so in reliance on the provisions of this Article NINTH, and neither the
amendment or repeal of this Article NINTH, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this Article NINTH, shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for, arising out of, based upon, or in connection
with any acts or omissions of such director occurring prior to such amendment,
repeal, or adoption of an inconsistent provision. The provisions of this Article
NINTH are cumulative and shall be in addition to and independent of any and all
other limitations on or eliminations of the liabilities of directors of the
Corporation, as such, whether such limitations or eliminations arise under or
are created by any law, rule, regulation, bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between the 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 the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of the General Corporation Law or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the General Corporation Law 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 so 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 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 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.

TENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article.

IN WITNESS WHEREOF, the undersigned hereby declares and certifies that the facts
herein stated are true, and accordingly have hereunto set my hand this 1st day
of June 2006.


/s/ RU-HUA SONG
---------------------------------
Ru-Hua Song, President


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