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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/14/07  Cgen Digital Media Co Ltd         F-1                   48:1010                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement of a Foreign Private Issuer  HTML  2,158K 
 2: EX-3.1      Amended and Restated Memorandum and Articles of     HTML    332K 
                          Association of the Registrant                          
 3: EX-3.2      Amended and Restated Memorandum and Articles of     HTML    160K 
                          Association of the Registrant                          
 4: EX-4.2      Registrants Specimen Certificate for Ordinary       HTML     13K 
                          Shares                                                 
 5: EX-4.4      Share Purchase Agreement, Dated September 1, 2005   HTML    205K 
 6: EX-4.5      Share Purchase Agreement, Dated January 16, 2006    HTML    271K 
 7: EX-4.6      Share Purchase Agreement, Dated As of February 10,  HTML    261K 
                          2006                                                   
 8: EX-4.7      Share Restriction Agreement Dated As of February    HTML     55K 
                          10, 2006                                               
 9: EX-4.8      Share Repurchase Agreement Dated February 10        HTML     19K 
10: EX-4.9      Warrant Dated As of Novumber 1, 2006                HTML    275K 
11: EX-4.10     Bridge Loan Convertible Promissory Notes Dated As   HTML    207K 
                          of November 1, 2006                                    
12: EX-4.11     Share Purchase Agreement, Dated As of December 5,   HTML    340K 
                          2006                                                   
13: EX-4.12     Shareholders Agreement, Dated As of December 7,     HTML    170K 
                          2006                                                   
14: EX-4.13     Registration Rights Agreement, Dated As of          HTML     87K 
                          December 7, 2006                                       
15: EX-4.14     Tax Indemnity Agreement Dated December 7, 2006      HTML     49K 
16: EX-4.15     Credit Agreement, Dated As of September 7, 2007     HTML    150K 
17: EX-4.16     Warrant Purchase Agreement, Dated As of September   HTML     34K 
                          11, 2007                                               
18: EX-4.17     Warrant Dated As of September 6, 2007               HTML     37K 
19: EX-4.18     Guarantee by Registrant in Favor of Medley          HTML     80K 
                          Opportunity Fund Ltd                                   
20: EX-4.19     Debenture, by Registrant in Favor of Medley         HTML    163K 
                          Opportunity Fund Ltd                                   
21: EX-4.20     Debenture, by Cgen Hong Kong in Favor of Medley     HTML    162K 
                          Opportunity Fund Ltd                                   
22: EX-4.21     Charge Over Bank Account, Dated As of September     HTML    123K 
                          14, 2007                                               
23: EX-4.22     Charge Over Bank Account, Dated As of September     HTML    122K 
                          14, 2007                                               
24: EX-4.23     Share Mortgage Agreement, Dated As of September     HTML    201K 
                          14, 2007                                               
25: EX-4.24     Subordination Deed, Dated As of September 14, 2007  HTML    127K 
26: EX-5.1      Form of Opinion of Conyers Dill & Pearman           HTML     20K 
27: EX-8.1      Form of Opinion of Latham & Watkins Llp             HTML     30K 
28: EX-10.1     English Translation of 2006 Employee Share          HTML     57K 
                          Incentive Plan                                         
29: EX-10.2     English Translation of 2007 Employee Share          HTML     57K 
                          Incentive Plan                                         
30: EX-10.3     Form of Indemnification Agreement With the          HTML     51K 
                          Registrant's Directors                                 
31: EX-10.4     Form of Employment Agreement With the Registrant'   HTML     64K 
                          Executive Officers                                     
32: EX-10.5     English Translation of Exclusive Technology         HTML     30K 
                          Consulting and Service Agreement                       
33: EX-10.6     English Translation of Call Option Agreement Dated  HTML     41K 
                          As of January 16, 2006                                 
34: EX-10.7     English Translation of Supplementary Agreement      HTML     22K 
                          Dated As of July 25, 2007                              
35: EX-10.8     English Translation of Equity Pledge                HTML     40K 
                          Agreement,Dated As of January 16, 2006                 
36: EX-10.9     English Translation of Power of Attorney            HTML     22K 
37: EX-10.10    English Translation of Strategic Cooperation        HTML     45K 
                          Contract Dated December 12, 2006                       
38: EX-10.11    Amended and Restated Video Information System       HTML     75K 
                          Cooperation Contract                                   
39: EX-10.12    English Translation of In-Store Network Operating   HTML     90K 
                          Agreement                                              
40: EX-21.1     Subsidiaries of the Registrant                      HTML     14K 
41: EX-23.1     Consent of Ernst & Young Hua Ming                   HTML     14K 
42: EX-23.4     Consent of Grandall Legal Group (Shanghai)          HTML     16K 
43: EX-23.5     Consent of Censere Group                            HTML     16K 
44: EX-23.6     Consent of Ted Lee                                  HTML     15K 
45: EX-23.7     Form of Consent of Ctr Market Research              HTML     15K 
46: EX-23.8     Form of Consent of Sinomonitor                      HTML     15K 
47: EX-99.1     Code of Business Conduct and Ethics of the          HTML     74K 
                          Registrant                                             
48: EX-99.2     Form of Opinion of Grandall Legal Group (Shanghai)  HTML     25K 

Table of Contents

As filed with the Securities and Exchange Commission on November 14, 2007

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CGEN Digital Media Company Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Suite 3213-3214, Tower B Shanghai City Center

No. 100 Zunyi Road

Shanghai 200051

People’s Republic of China

(86-21) 6237 2250

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 664-1666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated             , 2007

CGEN is offering              ADSs, and the selling shareholders identified in this prospectus are offering an additional              ADSs. Each ADS represents              ordinary share[s], par value $0.000001 per share, in CGEN.

We expect the public offering price to be between $             and $             per ADS. This is CGEN’s initial public offering and no public market exists for the ADSs or our ordinary shares. After pricing of this offering, we expect that the ADSs will trade on the Nasdaq Global Market under the symbol “ADTV.”

Investing in the ADSs and our ordinary shares involves risks that are described in the “ Risk Factors” section beginning on page 11 of this prospectus.

The underwriters may purchase up to an additional              ADSs from CGEN and up to an additional              ADSs from the selling shareholders at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The ADSs will be ready for delivery on or about             , 2007.

The date of this prospectus is             , 2007

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You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone, including the selling shareholders, to provide you with information that is different from that contained in this prospectus. This prospectus may only be used where it is legal to offer and sell these securities. The information in this prospectus is only accurate as of the date of this prospectus.

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 PROSPECTUS SUMMARY

You should read the following summary together with the entire prospectus, including the more detailed information regarding us, the ADSs being sold in this offering, and our financial statements and related notes appearing elsewhere in this prospectus. Unless the context otherwise requires, in this prospectus, “we,” “us,” “our company,” “our” and “CGEN” refer to CGEN Digital Media Company Limited, and its subsidiaries, and in the context of describing our operations and consolidated financial information, also include Shanghai CGEN Digital Media Network Co., Ltd., or CGEN Network; “China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan, Hong Kong and Macau; “ADSs” refers to American depositary shares, each of which represents              ordinary shares in our company; “RMB” or “Renminbi” refers to the legal currency of China; and “$” or “U.S. dollars” refers to the legal currency of the United States. Because of PRC restrictions on foreign ownership of advertising businesses, we operate our business in China through CGEN Network. Although we do not directly or indirectly own any equity interests in CGEN Network, we control CGEN Network through contractual arrangements and consolidate its financial results. See “Corporate Structure” for further information on these contractual arrangements.

CGEN Digital Media Company Limited

Overview

We operate one of the largest in-store television advertising networks in China, measured by our market share of large retail chain stores that carry television advertising networks. Our network of digital flat-panel displays is deployed inside large-format retail chain stores characterized by high shopper traffic and sales revenues, such as hypermarkets and home-improvement superstores. Hypermarkets are large retail facilities that combine the product offerings of department stores and supermarkets, such as groceries, personal care products, clothing and consumer electronics. We have successfully captured a substantial share of our target retail stores in major Chinese cities: hypermarkets that generate minimum annual revenues of RMB200 million per store and attract a minimum daily average shopper traffic of 15,000. Our network is carried in 67% of these hypermarkets in 24 major cities that have installed in-store advertising digital displays, according to a survey commissioned by us and conducted in March 2006 by Sinomonitor, an independent market research company.

As of October 15, 2007, our network was carried in 534 stores across 65 cities in China, with an estimated target audience of approximately 80 million shoppers visiting those stores each week, based on data provided by our retailers. These 65 cities are among China’s most affluent, measured by per capita GDP and disposable income in 2006. These cities include Guangzhou, Shanghai, Beijing and Nanjing, which, according to Nielsen Media Research, together accounted for 24% of all advertising expenditures in China in 2006. In a report commissioned by us, CTR Market Research, an independent research company, estimated that our advertising reach, or the percentage of shoppers in the stores who actually viewed our network, was approximately 70% in 2006. As of October 15, 2007, we had contractual rights to extend our network coverage to approximately 540 additional stores.

Stores that carry our network under multi-year contractual arrangements are part of leading national hypermarket chains, such as Carrefour, Century Mart and Wal-Mart, leading regional hypermarket chains such as Wu-Mart, and the leading home improvement superstore chain in China, B&Q Stores. Carrefour, Century Mart, Wu-Mart and B&Q carried our network exclusively. These four retail chains together accounted for 63.4% and 79.0% of our total rental fees for 2005 and 2006, respectively. In September 2007, we entered into a three-year contract to deploy our network in 100 Wal-Mart stores in China.

We sell airtime on our network to advertisers that want to target a captive audience of consumers in the retail stores while they are shopping and making purchase decisions, or at the point of purchase. As of October 15, 2007, more than 260 advertisers had purchased airtime on our network. Our top 25 advertisers by revenue include: global consumer brands, such as Nestle, Kraft, Crest, Johnson & Johnson, Maybeline and Asahi Beer;

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Chinese consumer brands, such as Joincare, Longligi, Huangjindadang, Taier and Wuliangye; fast-food chains such as KFC; and a credit card association, Visa. A majority of our contracts are entered into with the designated advertising agencies of these brands, including leading advertising agencies such as WPP Group, Omnicom Group and Publicis.

Our network is different from those of our main competitors who operate flat-panel digital advertising displays that are not networked through broadband technology and who update advertising content in each flat-panel display by manually changing pre-recorded DVDs or other storage media. Our network consists of a central management server system linked by broadband connections to computer servers at each retail store that carries our network. These computer servers receive content from our central management servers and play content locally on one or more flat-panel displays. Using virtual private network, or VPN, technology, we can remotely and cost-effectively distribute, air and update thousands of individual media files on a regular basis and manage displays on our network by store and by channel in order to reach our advertisers’ desired audience.

We derive most of our net revenues from the sale of advertising airtime. We also earn a portion of our net revenues from organizing in-store promotional events for retailers and advertisers. We have grown significantly since our inception in September 2003. In 2005, 2006 and the six months ended June 30, 2007, we generated net revenues of RMB21.7 million, RMB158.3 million ($20.8 million) and RMB142.0 million ($18.7 million), respectively. Our net loss for 2005 and 2006 were RMB37.2 million and RMB4.7 million ($0.6 million), respectively, and our net income for the six months ended June 30, 2007 was RMB54.5 million ($7.2 million).

Our Business Model

We believe our business model distinguishes us from traditional advertising media companies because of our ability to offer a value proposition to all three constituents of the advertising industry — advertisers, retailers and consumers.

Advertisers.    Since our inception, we have focused on building a network that covers quality, large-format retail chain stores operating in China’s most affluent cities, where retail consumption is the highest. We enable advertisers to deliver high-impact, relevant and targeted messages to consumers in the stores where their products are sold. Because our viewers are actively engaged in shopping during the airing of the advertisements, we believe they are more receptive to, and influenced by, the advertisements on our network than advertising not shown at the point of purchase.

Retailers.    We typically pay retailers rent for carrying our network in their stores. We believe that retailers also benefit from incremental product sales as a result of targeted advertising of products sold in their stores. Our network provides retailers a multimedia platform for communicating product promotions or other store-specific information to their shoppers, and together with the differentiated shopping experience our network offers, helps enhance the branding of our retailers. Our network also offers retailers an effective platform for collaborating with merchandizers on marketing campaigns and strengthening their relationships.

Consumers.    Our network entertains shoppers and informs them about new products and product promotions in that particular store. We believe the infotainment we air on displays at check-out lines also reduces perceived wait-time. We also believe our network provides a differentiated shopping experience for customers in stores that carry our network.

Our Market Opportunity

We compete for advertising expenditure in China, which is the largest advertising market in Asia excluding Japan, and one of the largest and fastest growing in the world. According to PricewaterhouseCoopers LLP, China’s total advertising expenditure was approximately $11.2 billion in 2006 and is expected to grow at a

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compound annual growth rate, or CAGR, of 15% from 2006 to 2011. Advertising expenditure in China is highly concentrated in urban areas. According to Nielsen Media Research, the top ten PRC cities with the highest advertising expenditures accounted for 52% of China’s total advertising spending in 2006.

Retail sales in China’s urban areas have been increasing at a higher rate than China’s GDP. The retail sector in these urban areas is increasingly dominated by hypermarkets. Hypermarkets accounted for 12% of total grocery retail sales in China in 2006, according to Euromonitor. Euromonitor estimates the number of hypermarkets in China will increase at a CAGR of 12% from 2007 to 2011, and sales at hypermarkets will increase at a CAGR of 8% over the same period. As consumers tend to spend more time per visit in hypermarkets than at smaller retail locations carrying similar merchandise, hypermarket consumers are a desirable and captive audience for advertisers. We focus on deploying our network within hypermarkets and other large-format retail stores to capture this market opportunity.

We offer advertisers an advertising medium similar to at-home television in that it conveys advertising through video and audio to a substantial audience of consumers. However, unlike traditional at-home television, our network is carried exclusively within retail stores and our programming typically consists of shorter segments and advertisements customized for the retail environment.

We believe our network offers an alternative and effective way to reach consumers and will be increasingly used by advertisers to target specific consumer groups at the point of purchase with advertising messages that seek to increase shoppers’ awareness of advertised products.

Our Strengths

We believe our competitive strengths are as follows:

Our Strategy

Our goal is to build the largest in-store television advertising network in China, connecting advertisers with their target shoppers, generating increased sales for retailers and enhancing the shopping experience of customers. We intend to achieve this goal by pursuing the following elements of our strategy:

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Our Challenges

We believe that the primary challenges we face are:

In addition, there are a number of other risks and uncertainties that may affect our business, results of operations and growth. You should carefully consider all of the risks discussed in “Risk Factors” before investing in our ADSs.

Our Corporate History and Structure

We commenced our business in September 2003 through Shanghai CGEN Digital Media Network Co., Ltd., or CGEN Network, a PRC company. On February 24, 2005, we were incorporated in the Cayman Islands. On August 11, 2005, we acquired a Hong Kong company, CGEN Media Technology Co., Ltd., or CGEN Hong Kong, which became our intermediate holding company. On August 29, 2005, we established a wholly owned subsidiary in China, CGEN Digital Technology (Shanghai) Co., Ltd., or CGEN Shanghai, through CGEN Hong Kong. Following a series of transactions, Yising Chan became our sole ultimate shareholder in August 2005. In 2005 and 2006, we issued series A, series B and series C preferred shares to certain investors and received total proceeds of $5.0 million, $13.8 million and $20.0 million, respectively. Investors in our series A, B and C private placements include Shanghai Industrial Holdings, TDF, Redpoint, JAFCO, Sumitomo, Hotung and Merrill Lynch.

PRC laws and regulations restrict foreign ownership of advertising businesses. To comply with PRC law, CGEN Network is currently owned by five PRC citizens, namely Weiming Gao, who is the wife of Yising Chan, Guanyong Tian, Xiaofeng Cao, Fang Yao and Haiguang Zhu. CGEN Network holds the licenses and permits necessary to operate our businesses and provide our advertising services in China. Our relationship with CGEN Network and its shareholders is governed by a series of contractual arrangements that allow us to effectively control CGEN Network. Accordingly, we have consolidated CGEN Network’s historical financial results in our financial statements as a variable interest entity under generally accepted accounting principles in the United States, or GAAP.

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Set forth below is a diagram depicting our corporate structure as of the date of this prospectus.

See “Corporate Structure” and “Related Party Transactions” for further information on our contractual arrangements with CGEN Network and its shareholders.

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Corporate Information

Our principal executive offices are located at Suite 3213-3214, Tower B Shanghai City Center, 100 Zunyi Road, Shanghai 200051, People’s Republic of China. Our telephone number at this address is +(86 21) 6237-2250. Our registered office in the Cayman Islands is located at Scotia Centre, 4^th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011.

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our principal website is www.cgenmedia.cn. The information contained on our website is not a part of this prospectus.

Recent Developments

The following is an estimate of our selected unaudited consolidated financial data for the three months ended September 30, 2007. Our financial statements for the three months ended September 30, 2007 have not been audited or reviewed as of the date of this prospectus. As a result, our unaudited consolidated financial data for the three months ended September 30, 2007 may be different from the estimated selected financial data set forth below. For additional information regarding the various risks and uncertainties inherent in estimates of this type, see “Forward-looking Statements.” Our results for the three months ended September 30, 2007 may not be indicative of our results for the full year or future quarterly periods. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus for information regarding trends and other factors that may influence our results of operations.

We estimate that our total revenues for the three months ended September 30, 2007 will range from RMB74 million ($9.9 million) to RMB85 million ($11.3 million), compared to RMB76.6 million in the three months ended June 30, 2007. Compared to the three months ended June 30, 2007, our selling prices remained relatively stable in the three months ended September 30, 2007 and we expanded our operations to 531 stores as of September 30, 2007 from 522 stores as of June 30, 2007.

We estimate that our net income for the three months ended September 30, 2007 will range from

RMB15 million ($2.0 million) to RMB22 million ($2.9 million). This represents a decrease of between 35.3% and 55.9% from RMB34 million in the three months ended June 30, 2007. The higher net income in the three months ended June 30, 2007 was partially attributable to a net bad debt reversal of RMB8.1 million that did not recur in the three months ended September 30, 2007. The decrease in net income for the three months ended September 30, 2007 corresponded to an increase in cost of revenues for the same period, which was primarily attributable to increased rental fees under a renewed rental contract with Carrefour due to increased competition for retail locations. RMB9 million ($1.2 million) to RMB11 million ($1.4 million) of the decrease in net income for the three months ended September 30, 2007 was attributable to increased income tax expenses for the period as a result of the recognition of unrecognized tax benefits related to CGEN Network’s unbilled receivables and CGEN Shanghai’s unbilled technical and consulting service fees to CGEN Network, which was partially offset by deferred tax related income tax benefits.

In addition to renewing our Carrefour contract, we entered into a three-year contract in September 2007 to deploy our network in 100 Wal-Mart stores in China. We will begin to incur significant rental fees under our Wal-Mart contract in the fourth quarter of 2007, while we do not expect to generate revenues from these stores during the same quarter. We estimate that the increase in rental fees will result in an increase of over 50% in cost of revenues, and a corresponding decrease in net operating results, for each of the quarters ended December 31, 2007 and March 31, 2008, compared, respectively, to the quarter ended June 30, 2007. We expect the negative impact on our net operating results from rental fees to continue until the second quarter of 2008 when we expect to complete the deployment of our network in the Wal-Mart stores and begin generating revenues from these stores.

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The Offering

American depositary shares offered:

We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.

Unless otherwise indicated, all information in this prospectus:

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Summary Consolidated Financial and Operating Data

We have derived the following summary consolidated statements of operations and other consolidated financial data for the years ended December 31, 2005 and 2006 and the consolidated balance sheet data as of December 31, 2006 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the following summary consolidated statements of income, operations and other consolidated financial data for the year ended December 31, 2004 from our unaudited consolidated financial statements not included in this prospectus. We have derived the following summary consolidated statements of operations and other consolidated financial data for the six months ended June 30, 2006 and June 30, 2007 and the consolidated balance sheet data as of June 30, 2007 from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared unaudited consolidated financial information on the same basis as our audited consolidated financial statements. The unaudited consolidated financial information includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operation results for the quarters presented. You should read this summary consolidated financial data together with consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our consolidated financial statements are prepared in accordance with GAAP, and reflect our current corporate structure as if it had been in existence throughout the relevant periods.