RESTATED CERTIFICATE OF INCORPORATION
 
                                      OF
 
                         OMNIVISION TECHNOLOGIES, INC.
 
     OmniVision Technologies, Inc., a corporation organized and existing under
laws of the State of Delaware, hereby certifies as follows:
 
     1.  The name of the Corporation is OmniVision Technologies, Inc. The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the state of Delaware on March __, 2000.
 
     2  Pursuant to Sections 228, 242 and 245 of the General Corporation Laws of
the State of Delaware, this Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this corporation.
 
     3.  The text of the Certificate of Incorporation as heretofore amended or
supplemented is hereby amended and restated to read in its entirety as follows:
 
     FIRST:  The name of this corporation is OmniVision Technologies, Inc.
 
     SECOND:  The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, State
of Delaware.  The name of its registered agent at such address is The
Corporation Trust Company.
 
     THIRD:  The purpose of this corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
 
     FOURTH:  This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock."  The total
number of shares which the corporation is authorized to issue is 110,000,000
shares.  100,000,000 shares shall be Common Stock, par value $.001 per share,
and 10,000,000 shares shall be Preferred Stock, par value $.001 per share.
 
     The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is authorized to fix the number of shares of any series
of Preferred Stock and to determine the designation of any such series.  The
Board of Directors is also authorized to determine and alter the powers, rights,
preferences and privileges and the qualifications, limitations and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock and
within the limitations or restrictions  stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares constituting
any series, to increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of any series subsequent to the
issue of shares of that series, to
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determine the designation of any series, and to fix the number of shares of any
series. In case the number of shares of any series shall be so decreased, the
share constituting such decrease shall resume the status which they had prior to
the adoption of the resolution originally fixing the number of shares of such
series.
 
     FIFTH:  The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon the
stockholders herein are granted subject to this right.
 
     SIXTH.  The Corporation is to have perpetual existence.
 
     SEVENTH.  Limitation of Liability.  To the fullest extent permitted by the
               -----------------------
General Corporation Law of the State of Delaware as the same exists or as may
hereafter be amended, 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.
 
          Indemnification.  The corporation may indemnify to the fullest extent
          ---------------
permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person or his or her testator or intestate is or
was a director, officer or employee of the corporation, or any predecessor of
the corporation, or serves or served at any other enterprise as a director,
officer or employee at the request of the corporation or any predecessor to the
corporation.
 
          Amendments.  Neither any amendment nor repeal of this Article SEVENTH,
          ----------
nor the adoption of any provision of the corporation's Certificate of
Incorporation inconsistent with this Article SEVENTH, shall eliminate or reduce
the effect of this Article SEVENTH, in respect of any matter occurring, or any
action or proceeding accruing or arising or that, but for this Article SEVENTH,
would accrue or arise, prior to such amendment, repeal, or adoption of an
inconsistent provision.
 
     EIGHTH.  For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and
regulations of the powers of the corporation, of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided
that effective upon the closing of a Qualified Public Offering (as defined
below) and at such time as the corporation is no longer subject to Section 2115
of the California Corporations Code:
 
          1.  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 which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted from time to time by the Board of
Directors.
 
              The Board of Directors shall be divided into three classes
designated as Class I, Class II and Class III, respectively. Directors shall be
assigned to each class in accordance with a resolution or resolutions adopted by
the Board of Directors. At the first annual meeting of stockholders
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following the date hereof, the term of office of the Class I directors shall
expire and Class I directors shall be elected for a full term of three years. At
the second annual meeting of stockholders following the date hereof, the term of
office of the Class II directors shall expire and Class II directors shall be
elected for a full term of three years. At the third annual meeting of
stockholders following the date hereof, the term of office of the Class III
directors shall expire and Class III directors shall be elected for a full term
of three years. At each succeeding annual meeting of stockholders, directors
shall be elected for a full term of three years to succeed the directors of the
class whose terms expire at such annual meeting. Each holder of voting stock or
of any class or series thereof shall be entitled to cumulative voting rights as
to the directors to be elected by each series or class or the combined classes
in accordance with the provisions of Section 214 of the Delaware General
Corporation Law.
 
          Notwithstanding the foregoing provisions of this Article, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation or removal.  No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
 
          Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other causes shall be filled by
either (i) the affirmative vote of the holders of a majority of the voting power
of the then outstanding shares of voting stock of the corporation entitled to
vote generally in the election of directors (the "Voting Stock") voting together
as a single class; or (ii) by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors.  Newly created directorships resulting from any increase in the
number of directors shall, unless the Board of Directors determines by
resolution that any such newly created directorship shall be filled by the
stockholders, be filled only by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors.  Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.
 
          2.  The directors of the corporation need not be elected by written
ballot unless a stockholder demands election by written ballot at the meeting
and before voting begins, or unless the Bylaws so provide.
 
          3.  The affirmative vote of sixty-six and two-thirds percent (66-2/3%)
of the voting power of the then outstanding shares of Voting Stock, voting
together as a single class, shall be required for the adoption, amendment or
repeal of the following sections of the corporation's Bylaws by the stockholders
of this corporation:  2.3 (Annual Meeting) and 2.4 (Special Meeting).
 
          4.  No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of the stockholders called in accordance
with the Bylaws and no action shall be taken by the stockholders by written
consent.
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          5.  Advance notice of stockholder nomination for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the corporation shall be given in the manner provided in the
Bylaws of the corporation.
 
          6.  Any director, or the entire Board of Directors, may be removed
from office at any time (i) with cause by the affirmative vote of the holders of
at least a majority of the voting power of all of the then-outstanding shares of
the Voting Stock, voting together as a single class; or (ii) without cause by
the affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then-outstanding shares of the
Voting Stock.
 
          "Qualified Public Offering" as used in this Certificate of
Incorporation shall mean the corporation's initial firm commitment underwritten
public offering pursuant to an effective registration under the Securities Act
of 1933, as amended, covering the offer and sale of Common Stock for the account
of the corporation to the public.
 
     NINTH.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the corporation.
 
     TENTH.  Notwithstanding any other provision in this Certificate of
Incorporation or in any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative voting of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least sixty six and two-thirds percent (66-2/3%) of the voting
power of all of the then outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal Article EIGHTH or
this Article TENTH.
 
     ELEVENTH.  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter described by statute, except as provided in Article
TENTH of this Certificate, and all rights conferred upon the stockholders herein
are granted subject to this right.
 
     TWELFTH.  Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide.  The books of the Corporation may be
kept (subject to any provision contained in the statutes) outside of the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.
 
     The foregoing Restated Certificate of Incorporation has been duly approved
by the required vote of stockholders in accordance with Section 228 of the
Delaware General Corporation Law.  The total number of outstanding shares of the
Corporation is 1,000 shares of Common Stock.  The number of shares voting in
favor of the amendment equaled or exceeded the vote required.  The percentage
vote required was more than 50% of the Common Stock.
<PAGE>
 
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been signed
this      day of March , 2000.
    -----       -------
 
 
 
                                    OmniVision Technologies, Inc.
 
 
 
                                    By:
                                       ---------------------------------------
                                       Shaw Hong
                                       President and Chief Executive Officer